Common use of Escrow Release Clause in Contracts

Escrow Release. The Escrow Agreement shall specify that (i) [***] of any amounts remaining in the Escrow Account after giving effect to any payments made pursuant to this ARTICLE X (the “Initial Escrow Release Amount”) shall be released to Seller on the day that occurs on the expiration of one year after the Closing by wire transfers of immediately available funds to accounts designated in writing by Seller and (ii) any amounts remaining in the Escrow Account after giving effect to the Initial Escrow Release Amount and any payments made pursuant to this ARTICLE X (the “Escrow Release Amount”) shall be released to Seller on the Expiration Date by wire transfers of immediately available funds to accounts designated in writing by Seller; provided, however, that if any claim for indemnification under this ARTICLE X that shall have been validly asserted by Purchaser in accordance with this Agreement prior to the Expiration Date remains pending on the Expiration Date (such claims, the “Pending Claims”), (i) the Escrow Release Amount released to Seller on the Expiration Date shall be reduced by the aggregate amount of all such Pending Claims (as set forth in the Claim Notice in respect of each such Pending Claim) and (ii) any amounts remaining in the Escrow Fund following the Expiration Date in respect of any such Pending Claim shall be released to Seller promptly upon resolution or (if applicable) satisfaction of such Pending Claim.

Escrow Release. The Escrow Agreement shall specify that (iIf no claim for any Losses made or incurred by or asserted against the Buyer Indemnitees directly or indirectly arising out of, related to, caused by, or resulting from indemnifiable claims for a breach by Seller of its representations and warranties under Section 4.4(b) [***] of any amounts remaining in the Escrow Account after giving effect to any payments made pursuant to this ARTICLE X (the “Initial Escrow Release AmountSeller Indemnifiable Claims”) remains then unresolved or in dispute, the remaining Indemnity Escrow shall be released to Seller on the day that occurs on the expiration of one year after sixth (6th) Business Day following the Closing Date (the “Indemnity Escrow Expiration Date”) and paid to Seller, by wire transfers transfer of immediately available funds in U.S. dollars directly to accounts designated the Seller Account. To the extent any Seller Indemnifiable Claim remains unresolved or in writing dispute on the Indemnity Escrow Expiration Date, (i) an amount equal to the estimated Losses with respect to such disputed or unresolved Seller Indemnifiable Claim shall be withheld from the release of the Indemnity Escrow and, together with all income (if any) earned on such withheld amount, shall continue to be held by the Buyer in accordance with this Section 2.9 until such Seller Indemnifiable Claim has been resolved and (ii) any amounts remaining in the Escrow Account after giving effect an amount equal to the Initial remaining Indemnity Escrow Release Amount and (excluding, for the avoidance of doubt, any payments made portion of the remaining Indemnity Escrow retained pursuant to this ARTICLE X the immediately preceding clause (the “Escrow Release Amount”i)) plus all income (if any) earned on such net amount, shall be released to Seller on the Expiration Date by wire transfers of immediately available funds to accounts designated in writing by Seller; provided, however, that if any claim for indemnification under this ARTICLE X that shall have been validly asserted by Purchaser in accordance with this Agreement prior to the Expiration Date remains pending on the Expiration Date within one (such claims, the “Pending Claims”), (i1) the Escrow Release Amount released to Seller on the Expiration Date shall be reduced by the aggregate amount of all such Pending Claims (as set forth in the Claim Notice in respect of each such Pending Claim) and (ii) any amounts remaining in the Escrow Fund Business Day following the Indemnity Escrow Expiration Date in respect of any such Pending Claim shall be released to Seller promptly upon resolution or (if applicable) satisfaction of such Pending ClaimDate.

Escrow Release. The Any portion of any Indemnity Escrow Amount not previously released from escrow in accordance with the Escrow Agreement shall specify that (i) [***] of any amounts on or prior to the applicable Escrow Release Date remaining in escrow following such Escrow Release Date, less the aggregate amount, if any, claimed by the Parent Indemnified Parties pursuant to claims (such claims, the “Outstanding Claims”) properly made against such Indemnity Escrow Amount in accordance therewith and not fully resolved prior to the Escrow Release Date (such amount of such retained Indemnity Escrow Amount, as it may be further reduced after the applicable Escrow Release Date by distributions to the Preferred Shareholders as set forth below and by recoveries by the Parent Indemnified Parties pursuant to the Escrow Agreement, the “Retained Escrow Amount”), shall promptly be released from the applicable Indemnity Escrow Account and deposited by the Escrow Agent with the Representative for the benefit of the Preferred Shareholders for distribution to them in accordance with their respective Pro Rata Percentage. In the event and to the extent that, after giving effect to the applicable Escrow Release Date, any payments applicable Outstanding Claim made by any Parent Indemnified Party pursuant to this ARTICLE X (the “Initial Escrow Release Amount”) shall be released to Seller on the day that occurs on the expiration of one year after the Closing by wire transfers of immediately available funds to accounts designated in writing by Seller and (ii) any amounts remaining in Article VIII is resolved against such Parent Indemnified Party, the Escrow Agent shall promptly release from the applicable Indemnity Escrow Account after giving effect and deposit with the Representative for the benefit of the Preferred Shareholders an aggregate amount of the applicable Retained Escrow Amount equal to the Initial Escrow Release Amount and any payments made pursuant amount of the applicable Outstanding Claim resolved against such Parent Indemnified Party, for distribution to this ARTICLE X (the “Escrow Release Amount”) shall be released to Seller on the Expiration Date by wire transfers of immediately available funds to accounts designated them in writing by Selleraccordance with their respective Pro Rata Percentages; provided, however, that if any claim for indemnification under this ARTICLE X that such distribution shall have been validly asserted by Purchaser in accordance with this Agreement prior only be made to the Expiration Date remains pending on extent that the Expiration Date (applicable Retained Escrow Amount remaining after such claims, distribution would be sufficient to cover the “Pending Claims”), (i) the Escrow Release Amount released to Seller on the Expiration Date shall be reduced by the aggregate amount of all applicable Outstanding Claims that are still unresolved at such Pending Claims (as set forth in the Claim Notice in respect of each such Pending Claim) and (ii) any amounts remaining in the Escrow Fund following the Expiration Date in respect of any such Pending Claim shall be released to Seller promptly upon resolution or (if applicable) satisfaction of such Pending Claimtime.

Escrow Release. The Any portion of the Indemnity Escrow Agreement shall specify that (i) [***] of any amounts Amount remaining in escrow following the Escrow Release Date, less the aggregate amount, if any, claimed by the Parent Indemnified Parties pursuant to claims (such claims, the “Outstanding Claims”) properly made against the Indemnity Escrow Amount in accordance with this Article VIII and not fully resolved prior to the Escrow Release Date (such amount of the retained Indemnity Escrow Amount, as it may be further reduced after the Escrow Release Date by distributions to the Securityholders as set forth below and by recoveries by the Parent Indemnified Parties pursuant to this Article VIII and the Escrow Agreement, the “Retained Escrow Amount”), shall promptly be released from the Escrow Account and deposited by the Escrow Agent with the Representative for the benefit of the Securityholders for distribution to them in accordance with their respective Pro Rata Percentages. In the event and to the extent that, after giving effect to the Escrow Release Date, any payments Outstanding Claim made by any Parent Indemnified Party pursuant to this ARTICLE X (Article VIII is resolved against such Parent Indemnified Party, the “Initial Escrow Release Amount”) Agent shall be released to Seller on the day that occurs on the expiration of one year after the Closing by wire transfers of immediately available funds to accounts designated in writing by Seller and (ii) any amounts remaining in promptly release from the Escrow Account after giving effect and deposit with the Representative for the benefit of the Securityholders an aggregate amount of the Retained Escrow Amount equal to the Initial Escrow Release Amount and any payments made pursuant amount of the Outstanding Claim resolved against such Parent Indemnified Party, for distribution to this ARTICLE X (the “Escrow Release Amount”) shall be released to Seller on the Expiration Date by wire transfers of immediately available funds to accounts designated them in writing by Selleraccordance with their respective Pro Rata Percentages; provided, however, that if any claim for indemnification under this ARTICLE X that such distribution shall have been validly asserted by Purchaser in accordance with this Agreement prior only be made to the Expiration Date remains pending on extent that the Expiration Date (Retained Escrow Amount remaining after such claims, distribution would be sufficient to cover the “Pending Claims”), (i) the Escrow Release Amount released to Seller on the Expiration Date shall be reduced by the aggregate amount of all Outstanding Claims that are still unresolved at such Pending Claims (as set forth in the Claim Notice in respect of each such Pending Claim) and (ii) any amounts remaining in the Escrow Fund following the Expiration Date in respect of any such Pending Claim shall be released to Seller promptly upon resolution or (if applicable) satisfaction of such Pending Claimtime.