Release for Claims Clause Samples

Release for Claims. Pursuant to and in accordance with the terms of the Escrow Agreement, the Escrow Agent shall release from escrow and deliver to the Purchaser out of the Indemnification Holdback Amount the amount of any Claim made by the Purchaser pursuant to Article 5 to the extent that the Purchaser is determined to be entitled to such Claim upon the final resolution thereof. The amount of any Claim made by the Purchaser prior to the Early Holdback Release Date or Final Holdback Release Date shall be held in escrow and not released by the Escrow Agent pending any final resolution thereof. Other than for Claims relating to a breach of a representation set out in Section 4.2 or Section 4.3, the Purchaser shall be bound to exhaust the Indemnification Holdback Amount and the Working Capital Holdback Amount to satisfy any Claims arising under Article 5 hereof prior to recovering any other relief under this Agreement and the Escrow Agreement against any of the Vendors under Article 5.