Common use of Release from Escrow Clause in Contracts

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the Securityholders’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Indemnity Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 8.7(c), within five (5) Business Days following the Expiration Date, Buyer and the Securityholders’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Indemnification Escrow Fund an amount in the aggregate equal to (i) the amount held in the Indemnity Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each Indemnifying Securityholder, it being acknowledged and agreed that such amount shall be released to the Exchange Agent for distribution to the Indemnifying Securityholders in accordance with their respective Pro Rata Shares. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Indemnity Escrow Fund shall be distributed to the Indemnifying Securityholders in accordance with the procedures set forth in this Section 8.7(a).

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the SecurityholdersSellers’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Indemnity Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 8.7(c9.7‎(b), within five (5) Business Days following the Expiration Date, Buyer and the SecurityholdersSellers’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Indemnification Escrow Fund an amount in the aggregate equal to (i) the amount held in the Indemnity Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each Indemnifying Securityholder, it being acknowledged and agreed that such amount shall be released to the Exchange Payment Agent for distribution to Indirect Member, on behalf of the Indemnifying Securityholders Direct Members, in accordance with their respective each Indirect Member’s Pro Rata SharesPortions. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Indemnity Escrow Fund shall be distributed to the Indemnifying Securityholders Indirect Members, on behalf of the Direct Members, in accordance with the procedures set forth in this Section 8.7(a9.7(a).

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the SecurityholdersMembers’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Indemnity Retention Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 8.7(c10.7‎(d), within five (5) Business Days following the Expiration Date, Buyer and the SecurityholdersMembers’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Indemnification Retention Escrow Fund an amount in the aggregate equal to (i) the amount held in the Indemnity Retention Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) 77 minus (ii) the Retained Escrow Amount, for distribution to each Indemnifying SecurityholderMember, it being acknowledged and agreed that such amount shall be released to the Exchange Payment Agent for distribution to the Indemnifying Securityholders Members in accordance with their respective Pro Rata SharesPortions. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Indemnity Retention Escrow Fund shall be distributed to the Indemnifying Securityholders Members in accordance with the procedures set forth in this Section 8.7(a10.7(a).

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the SecurityholdersMembers’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Indemnity Retention Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 8.7(c10.7‎(d), within five (5) Business Days following the Expiration Date, Buyer and the SecurityholdersMembers’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Indemnification Retention Escrow Fund an amount in the aggregate equal to (i) the amount held in the Indemnity Retention Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each Indemnifying SecurityholderMember, it being acknowledged and agreed that such amount shall be released to the Exchange Payment Agent for distribution to the Indemnifying Securityholders Members in accordance with their respective Pro Rata SharesPortions. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Indemnity Retention Escrow Fund shall be distributed to the Indemnifying Securityholders Members in accordance with the procedures set forth in this Section 8.7(a10.7(a).