Following. 3.3.1 determination or agreement of all Relevant Claims and the satisfaction of all Due Amounts in respect of such Substantiated Claims outstanding (if any) on or after the Release Date; or 3.3.2 determination by the Queen’s Counsel or agreement between the Buyer and the Institutional Sellers’ Representative and the Sellers’ Representative on or after the Release Date that any part of the Retained Amount was in excess of a reasonable estimate of the amount of the liability in respect of such Relevant Claim, the Buyer and the Institutional Sellers’ Representative and the Sellers’ Representative shall instruct the Escrow Agents to forthwith pay any balance of such Retained Amount standing to the credit of the Retention Account, less an amount equal to any Retained Amount validly withheld in accordance with paragraph 2, to the Sellers’ Solicitors for the benefit of the Sellers (other than Allianz), to Allianz’s Solicitors for the benefit of Allianz, and to the Company for the benefit of the Dragged Sellers and the Dragged Deferred Sellers in their respective Final Proportions.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Gallagher Arthur J & Co)