Release of the Escrow Fund. The Escrow Agent shall disburse the Escrow Fund only in accordance with the written instruments set forth on Exhibit A delivered to the Escrow Agent that is executed by both the Buyer and the Seller and that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund (the “Joint Wire Instructions”). The Escrow Parties agree that Escrow Fund shall be released to the Seller, in accordance the wire instructions included in Joint Written Instructions delivered to the Escrow Agent, promptly after Buyer has confirmed, in its sole discretion, that the Company’s Transfer Agent, BNY Mellon Shareowner Services, has effectuated the book entry transfer of the Shares to reflect the Sale on the Transfer Agent’s records. The Escrow Agent shall have no obligation to follow any directions set forth in any Joint Written Instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said Joint Written Instructions are authorized to do so. The Buyer hereby expressly authorizes the Chief Financial Officer of Great Hill Partners, LLC (and any other authorized officer of such entity) the power and authority to execute the Joint Written Instructions on behalf of the Buyer, and the Escrow Agent hereby acknowledges such authorization. Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Escrow Fund, the Escrow Agent shall release the balance in the Escrow Fund and shall have no liability or responsibility to the Escrow Parties for any deficiency.
Release of the Escrow Fund. The Escrow Agent will hold the Escrow Shares, together with earning and distributions thereon (collectively, the "Escrow Fund"), until authorized hereunder to distribute any specified portion thereof, as follows:
Release of the Escrow Fund. (i) Promptly following the first anniversary of the Closing Date (the "Release Date"), the Escrow Agent shall distribute to each Indemnifying Stockholder such Indemnifying Stockholder's pro rata share of the Escrow Amount plus any additional amounts paid into the Escrow Account pursuant to Section 11.5(c) hereof less the amount of Claims which have been made by or on behalf of one or more Indemnified Persons for indemnification pursuant to Section 11.1 hereof which have been determined to be valid pursuant to Section 11.3 hereof (the "Resolved Claims"), and the amount of any Claims made by or on behalf of Indemnified Persons on or prior to the Release Date for indemnification pursuant to Section 11.1 hereof which have not yet been determined to be invalid pursuant to Section 11.3 hereof (the "Unresolved Claims"). Buyer shall be entitled to all amounts by which the Escrow Amount and distributions from the Escrow Amount are reduced on account of Resolved Claims. In the event an Unresolved Claim is determined to be valid pursuant to Section 11.3 hereof, Buyer shall be entitled to all amounts by which the distributions from the Escrow Amount were reduced on account of such Unresolved Claim. In the event an Unresolved Claim is determined to be invalid pursuant to Section 11.3 hereof following the first anniversary of the Closing Date, Buyer shall distribute the amount by which the distributions from the Escrow Amount were reduced on account of such Unresolved Claim to the Indemnifying Stockholders who would have received such amount if distributions from the Escrow Amount had not been so reduced.
Release of the Escrow Fund. The Escrow Agent shall not distribute the Escrow Fund (or any portion thereof) to any Escrow Party except in accordance with this Section 5.
Release of the Escrow Fund. (a) If (i) the Company has not reached its required minimum amount of $250,000 on or prior to 90 days from the date hereof (unless the Offering is extended by the board of directors of the Company) or (ii) the Offering is earlier terminated by the board of directors of the Company, then the Company shall promptly provide the Escrow Agent with written notification that the Offering is terminated and written instruction to release each Investors' Deposit to each Investor by wire transfer in accordance with wire transfer instructions set forth on the joinder page for each Investor or by check if the wire transfer instructions were not included on the joinder page.
Release of the Escrow Fund. Upon expiry of the Escrow Period the Escrow Agent shall immediately transfer all or any outstanding portion of the Escrow Fund to the Seller in the event that no Claim has been notified by the Purchaser pursuant to Article 8.2.(c) or such Claim has been settled by the Arbitration pursuant to Article 8.2.(e).
Release of the Escrow Fund. The Escrow Agent shall hold the Escrow Fund until it releases the Escrow Fund as provided in this Section 4, as follows:
Release of the Escrow Fund. The Escrow Agent shall only disburse amounts from the Escrow Fund as follows:
Release of the Escrow Fund. Promptly, but no sooner than two days, after the Termination Date, the Escrow Agent shall distribute to the Company Shareholders, in accordance with each such Company Shareholder's proportionate interest in the Company as set forth on Schedule I attached hereto, the Escrow Fund then held in escrow. Notwithstanding the foregoing, if the Buyer has previously given any Claim Notices that have not then been resolved in accordance with Section 5, the Escrow Agent shall retain in the Escrow Account after the Termination Date an amount of the Escrow Fund equal to the aggregate Claimed Amount covered by all such Claim Notices that have not then been resolved. Any Escrow Fund so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims.
Release of the Escrow Fund. Promptly, but no sooner than two days, after the Termination Date, the Escrow Agent shall distribute (i) to the Company Shareholders, in accordance with each such Company Shareholder's proportionate interest in the Company as set forth on Schedule I attached hereto, up to $700,000 (plus any Interest Income attributable to such amount) from the Escrow Fund then held in escrow and (ii) to McLaren, any remaining amounts in the Escrow Fund then held in escrow. Notwithstanding the foregoing, if the Buyer has previously given any Claim Notices that have not then been resolved in accordance with Section 5, the Escrow Agent shall retain in the Escrow Account after the Termination Date an amount of the Escrow Fund equal to the aggregate Claimed Amount covered by all such Claim Notices that have not then been resolved. Any Escrow Fund so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims in the manner set forth in this Section 6.
