Indemnity Escrow Release. As soon as reasonably practicable (but in any event within three business days) following the date that is 12 months after the Closing Date (the “Indemnity Escrow Period”), Buyer and Sellers shall direct the Escrow Agent to distribute the balance of the Indemnity Escrow Amount, if any, to Sellers in accordance with their relative Pro Rata Interests in excess of any portion of the Indemnity Escrow Amount (the “Retained Amount”) calculated pursuant to the following sentence with respect to all unresolved claims by Buyer Parties for Losses specified in any indemnity notice delivered to Sellers before the expiration of the Indemnity Escrow Period (the “Unresolved Claims”). If there are any Unresolved Claims as of the expiration of the Indemnity Escrow Period, then all or a portion (as applicable) of the Indemnity Escrow Amount that equals the total amount of Losses then being claimed by Buyer Parties in all such Unresolved Claims shall be retained in the Indemnity Escrow Account, and as soon as reasonably practicable (but in any event within three business days) following resolution of each such Unresolved Claim and the payment of all Losses required to be paid in connection with the resolution of each such Unresolved Claim from the Indemnity Escrow Amount, Buyer and Sellers shall direct the Escrow Agent to distribute to Sellers in accordance with their relative Pro Rata Interests any portion of the remaining amount in the Indemnity Escrow Account, if any, in excess of the Retained Amount for all of the remaining Unresolved Claims.
Indemnity Escrow Release. As promptly as practicable (but in no event later than five (5) Business Days) after the eighteen (18)-month-month anniversary of the Closing Date (the “Release Date”), Buyer and Seller shall jointly instruct the Escrow Agent in writing to pay to Seller an amount equal to (i) any then remaining portion of the Indemnity Escrow Fund minus
Indemnity Escrow Release. (1) The Indemnity Escrow Amount will be released to the Vendor Representative (in trust for the Vendors, to be distributed in accordance with their Pro Rata Shares, subject to adjustment for amounts payable to a Vendor to the extent amounts paid from the Indemnity Escrow Amount were in respect of a claim or matter for which such Vendor was solely responsible or liable in accordance with the provisions of Section 9.2), as follows:
Indemnity Escrow Release. Following the Indemnity Escrow Termination Date, the Indemnity Escrow Agent shall pay all amounts remaining in the Indemnity Escrow Fund, including any interest and other income resulting from the investment of such amounts, in the manner, at the time and to the Persons set forth in Section 12.04.
Indemnity Escrow Release. (a) After the giving of any notification of a claim pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article VIII shall be determined: (i) by a written agreement between the Indemnified Party and the Indemnifying Party or (ii) by a final judgment or decree of any court of competent jurisdiction. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined.
Indemnity Escrow Release. As promptly as practicable (but in no event later than five (5) Business Days) after the eighteen (18)-month-month anniversary of the Closing Date (the “Release Date”), Buyer and Seller shall jointly instruct the Escrow Agent in writing to pay to Seller an amount equal to (i) any then remaining portion of the Indemnity Escrow Fund minus (ii) the aggregate amount of any then unresolved indemnification claims against the Seller Parties pursuant to the terms of this Agreement (“Pending Claims”). If any claim made by any Buyer Indemnified Party under this Article X is still pending as of the Release Date, the Escrow Agent, pursuant to the terms of the Escrow Agreement, will retain a portion of the Indemnity Escrow Fund in an amount equal to the Damages identified in any unresolved notice delivered pursuant to this Agreement and the Escrow Agreement until such claim has been satisfied or otherwise resolved, at which point, Buyer and Seller shall jointly instruct the Escrow Agent in writing to pay to Seller (or its designee) any remaining balance in the Indemnity Escrow Fund not used to satisfy the indemnification rights of the Buyer Indemnified Parties under this Article X.
Indemnity Escrow Release. No later than the second (2nd) Business Day following the Indemnity Escrow Release Date and in accordance with the terms of the Escrow Agreement, the Buyers and the Seller Representatives shall provide joint written instructions to the Escrow Agent to distribute to the Sellers in accordance with their respective Allocation Percentages the portion of the Indemnity Escrow Account remaining as of the Indemnity Escrow Release Date, after any previous distributions from the Indemnity Escrow Account to the Buyers with respect to resolved claims for indemnification by the Buyer Indemnitees pursuant to this Section 12.2, if any, less, without duplication, the aggregate amount of any then pending claims for indemnification by the Buyer Indemnitees pursuant to this Section 12.2 for which notice has been given pursuant to 70 Section 12.4, which shall be retained in the Indemnity Escrow Account pending the resolution of such claims. Any interest earned on amounts in the Indemnity Escrow Account (less any amounts distributed with respect to Taxes in accordance with the terms of the Escrow Agreement) shall be paid to the Sellers in accordance with their respective Allocation Percentages.
Indemnity Escrow Release. Within two (2) Business Days following the date that is one (1) year from the Closing Date, Purchaser and Seller shall jointly direct the Escrow Agent distribute the remaining portion of the Indemnity Escrow Fund, if any, to Seller; provided that if, on or prior to such date any Purchaser Indemnified Party has delivered a Claim Notice to any Indemnifying Person for which there has not been a Final Determination or with respect to which any amounts payable from the Indemnity Escrow Fund are then outstanding, an amount sufficient to pay such claim or amount outstanding shall be withheld by the Escrow Agent from such distribution until such time as such claim has a Final Determination or such amount outstanding has been satisfied.
Indemnity Escrow Release. The remaining amount (if any) in the Indemnity Escrow Account shall be released by the Escrow Agent to the Sellers, to an account designated in writing by the Sellers’ Representative, promptly following the end of the General Survival Period (the “Indemnity Escrow Release”); provided, that if written notice of an actual or threatened claim with respect to Losses subject to indemnification under this Article IX is provided by a Buyer Indemnitee in accordance with this Agreement prior to the end of the General Survival Period, the Escrow Agent shall be instructed to withhold from the Indemnity Escrow Release the amount of any such actual or threatened claims until such claims are resolved.
Indemnity Escrow Release. Notwithstanding anything to the contrary set forth herein, on September 28, 2012, Parties agree to instruct the Escrow Agent to release to the Shareholders from the Indemnity Escrow amounts equal to their respective Pro Rata Portions of (a) the aggregate amount of the remaining Indemnity Escrow minus (b) the sum of (i) any unpaid amounts estimated in good faith to be due to Buyer pursuant to Section 3.4, Section 3.5 and Section 3.6 plus (ii) the amounts estimated in good faith for any unresolved claims for indemnification under Section 6 as to which notice has been given on or prior to the Expiration Date (as defined in Section 6.2(d)).
