Resolution of Unresolved Claims. Following the Indemnity Holdback Issuance Date, if an Unresolved Claim is finally resolved between Indemnitee and the Securityholders’ Agent in accordance with Section 9.6(e) or Section 9.6(f), then Parent shall, subject to Section 9.6(i), within five (5) Business Days after the final resolution of such Unresolved Claim, issue to each Indemnitor, in accordance with such Indemnitor’s Pro Rata Share, a number of Indemnity Holdback Shares (rounded down to the nearest whole share) equal to: (i) the amount, if any, by which the number of Remaining Available Indemnity Holdback Shares as of the time of such disbursement exceeds the then-remaining number of Retained Indemnity Holdback Shares; multiplied by (ii) such Indemnitor’s Pro Rata Share.
Resolution of Unresolved Claims. Following the Termination Date, if an Unresolved Claim is finally resolved, Purchaser and Holder Representative shall jointly execute and deliver to the Escrow Agent, within three (3) Business Days after the final resolution of such Unresolved Claim and the delivery to the Purchaser of the amount to be delivered to the Purchaser from the Escrow Fund pursuant to this Section 10.4, a written notice instructing the Escrow Agent to release from the Escrow Fund to each Executing Selling Shareholder such Executing Selling Shareholder’s Interest of the amount (if any) by which the aggregate amount held in the Escrow Fund as of the time of such disbursement exceeds the aggregate amount of the Claimed Amounts and Contested Amounts associated with all remaining Unresolved Claims. Notwithstanding the foregoing, following the Termination Date and prior to the Tax Termination Date, the Escrow Agent shall be required to retain the Tax Escrow Amount in the Escrow Fund.
Resolution of Unresolved Claims. Following the General Representation Expiration Time, if an Unresolved Claim is finally resolved, then Parent shall, subject to Section 9.6(k), within five Business Days after the final resolution of such Unresolved Claim and the delivery to the Indemnitee of the amount to be delivered to the Indemnitee from the Indemnity Holdback pursuant to this Section 9, release to the Payment Agent from the Indemnity Holdback for issuance to each Indemnitor, an amount equal to such Indemnitor’s Holdback Percentage of the amount, if any, by which the aggregate amount remaining in the Indemnity Holdback as of the time of such disbursement exceeds the amount that Parent determines in good faith to be necessary to satisfy all remaining Unresolved Claims (which amounts will continue to be held in the Indemnity Holdback).
Resolution of Unresolved Claims. Following the General Expiration Date, if an Unresolved Claim is finally resolved, then Buyer and Seller Parent shall, within five (5) Business Days after the final resolution of such Unresolved Claim and the delivery to the Buyer Indemnified Party of the applicable amount, if any, to be delivered to the Buyer Indemnified Party from the Indemnification Escrow Fund, instruct the Escrow Agent to release to Seller Parent from the Indemnification Escrow Fund an amount equal to the Indemnification Escrow Fund remaining as of the time of such disbursement minus the then-remaining Retained Escrow Amount, after taking into account the resolution of any Unresolved Claims (which amount will continue to be held in the Indemnification Escrow Fund).
Resolution of Unresolved Claims. Following the Tax Expiration Date, if an Unresolved Claim is finally resolved, Purchaser and the Holder Representatives shall jointly execute and deliver to the Escrow Agent, within three business days after the final resolution of such Unresolved Claim and the delivery to the Purchaser of the amount to be delivered to the Purchaser from the Escrow Fund pursuant to this Section 11.03, a written notice instructing the Escrow Agent to release from the Escrow Fund to each Participating Rights Holder such Participating Rights Holder’s Interest of the amount (if any) by which the aggregate amount held in the Escrow Fund as of the time of such disbursement exceeds the aggregate amount of the Claimed Amounts and Contested Amounts associated with all remaining Unresolved Claims.
Resolution of Unresolved Claims. If at any time after the applicable Release Date, an Unresolved Claim is finally resolved, then Purchaser and the Sellers’ Representative shall jointly execute and deliver to the Escrow Agent, within three Business Days after the final resolution of such Unresolved Claim and the delivery to the Indemnitee of the Determined Amount in accordance with Section 11.6, a written notice instructing the Escrow Agent to disburse from the applicable Escrow Funds for distribution to each Seller such Seller’s Special Pro Rata Portion of the amount (if any) by which (A) the then remaining funds in the applicable Escrow Funds that are no longer subject to Section 11.7(b) or Section 11.7(c) exceeds (B) the aggregate amount of all Claimed Amounts (which are not also Contested Amounts or Determined Amounts) and Contested Amounts associated with all unresolved Indemnification Matters recoverable from such Escrow Funds (it being agreed that such aggregate amount shall include the aggregate of all Determined Amounts with respect to all Indemnification Matters recoverable from such Escrow Funds that have been resolved but have not been paid to the Indemnitee in accordance with Section 11.6).
