Escrow Releases. Within sixty (60) days from the Closing Date, Buyer shall provide a written statement in reasonable detail of all Claims to Seller, and within three (3) Business Days following the expiration of such sixty (60) day period, Seller shall direct the Escrow Agent to release to Seller an amount equal to (i) Two Hundred Fifty Thousand Dollars ($250,000), minus (ii) the Retained Amount. As soon as the Continuing Claims are resolved pursuant to the procedures set forth in this Section 10.4, Buyer shall direct the Escrow Agent to release any associated Retained Amount held by the Escrow Agent pursuant to the terms of the Escrow Agreement to Seller. All payments made from the Escrow Account or otherwise pursuant to this Section 10.4 shall be treated by the Parties as an adjustment to the Purchase Price, and each Party shall file all Tax returns in a manner consistent with the foregoing. As used in this Agreement, “Continuing Claim” shall mean a claim pursuant to the procedures set forth in this Section 10.4 and under the Escrow Agreement and for which the obligations to indemnify, if any, shall not have been previously satisfied from the Escrow Account. As used in this Agreement, “Retained Amount” shall mean the amount with respect to which Buyer shall have, prior to the Escrow Expiration Date, previously made a Continuing Claim.
Escrow Releases. The Canadian Borrower shall prepay to the Agent Outstanding Advances under the Term Facility in an amount equal to 45% of all amounts released to the Canadian Borrower from the Purchase Price Adjustment Escrow Account (as that term is defined in the Purchase Agreement) forthwith and no later than two (2) Business Days following receipt.
Escrow Releases. (a) Within five business days after the 18-month anniversary of the Closing Date, the Buyer shall prepare and deliver to the Seller a statement (the “
Escrow Releases. On the one-year anniversary of the Closing Date, any principal or interest remaining of the Representations Escrow Amount that is not subject to good faith claims will be released to the Seller Parties. No later than seventy-five (75) days following the Closing Date, any principal or interest remaining of the Financial Adjustment Escrow Amount that is not subject to the dispute resolution procedure set forth in Section 3.2.4 will be released to the Seller Parties.
Escrow Releases. The funds distributed in each Escrow Release shall be distributed to the Indemnifying Parties as follows:
Escrow Releases. (i) Upon the expiration of the Initial Escrow Period, (A) $6,500,000 of the Escrow Cash; less (B) the amount previously dispersed, less (C) the amount, as may reasonably be necessary to satisfy any unresolved or unsatisfied claims made in good faith for Indemnifiable Damages specified in any Claim Certificate delivered in good faith by an Acquiror Indemnified Person to the Stockholders’ Agent prior to the expiration of the Claims Period, shall be promptly delivered (in any event within five (5) Business Days) to the Stockholders (in the manner set forth below). For the sake of clarity, if the sum of (B) and (C) exceed $6,500,000, no amount of the Escrow Fund shall be delivered upon expiration of the Initial Escrow Period.
Escrow Releases. As more fully set forth in the Representations and Warranties Escrow Agreement, on the third Business Day falling nine (9) months from the Closing Date, fifty (50%) percent of the amount remaining in the Representations and Warranties Escrow Account that is not subject to good faith claims will be released to the Seller. On the third Business Day falling eighteen (18) months from the Closing Date the remaining balance of the Representations and Warranties Escrow Amount that is not subject to good faith claims will be released to the Seller.
Escrow Releases. (i) The Estimated Tax Refund shall be released from the Indemnification Escrow Amount in accordance with to the provisions of Section 5.11.
Escrow Releases. Following Closing, Equityholder and Buyer shall jointly instruct the Escrow Agent to disburse the Escrow Amount and all interest, dividends, gains and other income earned on the investment or reinvestment thereof in accordance with Annex C and the Escrow Agreement.
Escrow Releases. (i) Although the specific provisions relating to the release of the funds held in the Indemnification Escrow Account shall be set forth in the Escrow Agreement, the Parties agree that, not later than five (5) Business Days following the date that is one (1) year after the date of this Agreement (the “First Release Date”), the Escrow Agent shall release, by wire transfer of immediately available funds in accordance with the Escrow Agreement, to (1) the Company Stockholders, pro rata in accordance with their respective Pro Rata Share, and (2) with respect to Company Optionholders, the Surviving Corporation or its designee for further distribution to the Company Optionholders through payroll, pro rata in accordance with their respective Pro Rata Share, an amount equal to (A) 50% of all funds then in the Indemnification Escrow Account, if any, minus (B) the sum of (I) all amounts, if any, that, as of the First Release Date, represent claimed Losses under then-pending indemnification Claims subject to Claim Notices pursuant to the terms of the Escrow Agreement (“First Release Outstanding Claims”), plus (II) any amount due to Parent from the Indemnification Escrow Account pursuant to indemnification Claims that have been finally resolved in accordance with this Agreement and the Escrow Agreement but which the Escrow Agent has not yet released from the Indemnification Escrow Account to Parent. Between the First Release Date and the General Termination Date, with respect to any First Release Outstanding Claim, the Parties agree that, subject to the terms and conditions of the Escrow Agreement, the Escrow Agent shall release, by wire transfer of immediately available funds in accordance with the Escrow Agreement, to the (x) the Company Stockholders, pro rata in accordance with their respective Pro Rata Share, and (y) with respect to Company Optionholders, the Surviving Corporation or its designee, for further distribution to the Company Optionholders through payroll, pro rata in accordance with their respective Pro Rata Share, as and when any such First Release Outstanding Claim is resolved, an amount equal to the difference of (x) the amount initially claimed with respect to such First Release Outstanding Claim, minus (y) all amounts released from the Indemnification Escrow Account to Parent with respect to such Outstanding Claim; provided, however, that in no event shall any such release by the Escrow Agent result in less than an amount equal to the sum of (x) $4...
