Common use of Time Release Clause in Contracts

Time Release. On the third Business Day following the 18 month anniversary of the date hereof (the “Escrow Release Date”), the Escrow Agent will, automatically and without the requirement to deliver a Joint Written Instruction or otherwise, disburse the Disbursement Amount (as defined below) from the Escrow Property, with accrued interest thereon, to Seller. The term (i) “Disbursement Amount” means the difference, only if positive, between (A) the remaining balance of the Escrow Property as of the Escrow Release Date (taking into account any unpaid amount then payable pursuant to Section 1.3(a) or Section 1.3(b)), and (B) the then aggregate unresolved claim amounts set forth in all Claim Notices delivered by the Purchaser Indemnitees to Seller (with a copy to the Escrow Agent) pursuant to Article X of the Purchase Agreement, if any, timely and properly delivered to Seller on or before 11:59 p.m. (Eastern Time) on the Escrow Release Date. After giving effect to the release of the Escrow Property or a portion thereof pursuant to this Section 1.3(c), after the Escrow Release Date, the balance of the Escrow Property, if any, will be released by the Escrow Agent only in accordance with Section 1.3(a) or Section 1.3(b), and in each case, within five days after the final resolution of any such unresolved claim.