Release of the Escrow Amount. On the date falling 18 months after the Closing Date (the Release Date), Buyer and the Sellers Representative shall instruct the Escrow Agent to distribute to the Sellers the amount credited to the Escrow Account on that date less (a) an amount equal to the Additional Tax Cap (as defined below) and (b) the amount that would be reasonably necessary in Buyer’s good faith estimate to satisfy any pending indemnification Claim (including any Claim made in connection with a breach of the Tax Warranties prior to the Release Date) specified in any Claim Notice delivered to the Sellers Representative prior to the Release Date, in which case, within 15 Business Days following the final resolution of the corresponding indemnification Claims, Buyer and the Sellers Representative will instruct the Escrow Agent to distribute to the Sellers the corresponding portion of the remaining Escrow Amount, all in accordance with the provisions of the Escrow Agreement; it being further specified that, at the end of the 3-year period after the Closing Date, the amount of the Additional Tax Cap credited to the Escrow Account on that date shall be released to the Sellers (less the amount that would be reasonably necessary in Buyer’s good faith estimate to satisfy any pending indemnification Claim made in connection with a breach of the Tax Warranties specified in any Claim Notice delivered to the Sellers Representative between the Release Date and that date, in which case, within 15 Business Days following the final resolution of the corresponding indemnification Claims, Buyer and the Sellers |EU-DOCS\31822603.17|| Representative will instruct the Escrow Agent to distribute to the Sellers the corresponding portion of the remaining Escrow Amount, all in accordance with the provisions of the Escrow Agreement).
Release of the Escrow Amount. The Escrow Agent shall release the Escrow Amount only in accordance with this SECTION 3.
Release of the Escrow Amount. (i) On the date that is eighteen (18) months after the Effective Time (the "Initial Distribution Date"), the Escrow Amount shall be reduced to an amount equal to the Initial Reduced Escrow Amount (as defined below), with all amounts in the Escrow Account in excess of the Initial Reduced Escrow Amount distributed to the Representative in cash by wire transfer of immediately available funds (or any of the Permitted Investments held by the Escrow Agent as directed by Buyer and the Representative) on such date. The "Initial Reduced Escrow Amount" shall equal the sum of $12,500,000 plus the amount of any Withheld Amounts (as defined in Section 2.8(a) of the Merger Agreement) as of the Initial Distribution Date.
Release of the Escrow Amount. 4.1 The Escrow Agent shall release the Escrow Amount (together with the interests attached thereto) in accordance with this Article 4:
Release of the Escrow Amount. The Escrow Amount shall be held, administered and released by the Bank to Sellers or Buyer, as applicable, in accordance with the terms of the Escrow Agreement.
Release of the Escrow Amount. (a) As provided below, the Escrow Agent shall release from escrow and transfer all amounts that are credited to the Escrow Account (the "Escrow Amount") to TC and/or SPI, as the case may be:
Release of the Escrow Amount. 3.1 The Escrow Amount shall be paid under the following conditions: · On receipt of a written notice substantially in the form set out in Appendix 1 (“Escrow Release Notice,”) , duly signed in accordance with the Standstill Agreement, the Escrow Bank shall promptly (and no later than two Business Days after receipt) tranfer the Escrow Amount as specified in the Escrow Release Notice; · In the event that the Escrow Bank is notified by one of the Parties that there is a Dispute under the Standstill Agreement, the Escrow Bank is authorised to accept, in place of an Escrow Release Notice, an authentic copy of a final award by the arbitrator and to comply with the payment instructions notified therein; · If no Escrow Release Notice has been received by the Escrow Bank before January 1, 2004 and the Escrow Bank has not been given notice that a Dispute under the Standstill Agreement is still unresolved at that time, the Escrow Bank shall hold the Escrow Amount to the exclusive instructions of the CR and the terms of the Escrow Agreement shall cease to apply to the Escrow Bank.
Release of the Escrow Amount. Notwithstanding the obligation regarding the Release of the Earnings Amounts, as provided for in Section 4.6 above, the Parties agree and the Buyer shall, in the event that there is any balance of the Escrow Amount upon the final resolution and agreement by the Buyer and the Shareholder Representative in accordance with Section 10, release and transfer to the Indemnifying Shareholders such balance of the Escrow Amount, based on their respective Indemnification Pro-Rata Share and to the bank accounts listed for each of the Indemnifying Shareholders in Exhibits 2.3.5 and 2.5.1 of this Agreement, subject to the internal approval procedures by Escrow Bank to release the balance of the Escrow Amount and to the jointly signatures of the Buyer and of the Shareholder Representative on the respective instruction to release such balance of the Escrow Amount, as provided for in the Agreement for the Operation of the Escrow Account (“Release of the Escrow Amount”) and subject to the provisions set forth in Section 4.7.1 below.
Release of the Escrow Amount. (i) On the date that is eighteen (18) months after the date of this Agreement (the “Initial Distribution Date”), the Escrow Amount shall be reduced to an amount equal to the Initial Reduced Escrow Amount (as defined below), with all amounts in the Escrow Account in excess of the Initial Reduced Escrow Amount distributed to the Representative first in Escrow Shares with any remaining amounts payable in cash by
Release of the Escrow Amount. 3.1 If, by 17.00 on the last day of the First Escrow Period, the Purchaser shall not have notified the Sellers of a Claim then the sum of €1,000,000 (together with interest in accordance with paragraph 2.3) shall be paid to the Seller Representative from the Escrow Account. If by such time a Claim shall have been so notified, the provisions of paragraphs 3.2 and 3.3 below shall apply.
