Common use of Release of Escrow Amount Clause in Contracts

Release of Escrow Amount. (a) Upon delivery, at any time on or before the date which is two years following the Closing Date (the “Indemnification Escrow Period”), to the Escrow Agent and the Selling Entity, of a certificate signed by any officer of Buyer (an “Officer’s Certificate”) (i) stating that a claim for indemnification by Selling Entity under Section 13.2 of the Purchase Agreement (an “Indemnification Escrow Claim”) exists, and (ii) specifying in reasonable detail the amount of and basis for such Indemnification Escrow Claim, Escrow Agent shall, no later than the date that is fifteen (15) Business Days after Escrow Agent’s receipt of such Officer’s Certificate and subject to the provisions of this Schedule B and provided such Indemnification Escrow Claim otherwise complies with the procedural requirements of Section 13 of the Purchase Agreement, cause to be disbursed to Buyer such portion of the Escrow Amount as is claimed by Buyer to satisfy the Indemnification Escrow Claim. Notwithstanding the foregoing, if, within ten (10) Business Days after delivery of any Officer’s Certificate (the “Notification Period”), the Selling Entity notifies Escrow Agent and Buyer in writing that the Selling Entity disputes any Indemnification Escrow Claim made by Buyer, the Escrow Agent shall retain the amount claimed by Buyer in the Escrow Account and Selling Entity and Buyer shall consult and negotiate in good faith with each other for up to thirty (30) days regarding their rights with respect to such Indemnification Escrow Claim. If Selling Entity and Buyer agree that a portion of the Escrow Amount shall be disbursed to Buyer on account of the Indemnification Escrow Claim set forth in such Officer’s Certificate, Buyer and the Selling Entity shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute such agreed-upon amount to Buyer. If the Escrow Agent does not receive joint written instructions from Buyer and the Selling Entity within such thirty (30) day period, then no portion of the Escrow Amount will be distributed to Buyer with respect to an Indemnification Escrow Claim until (i) such time as Selling Entity and Buyer sign and deliver to Escrow Agent joint written instructions instructing the Escrow Agent to disburse all or a portion of the remaining Escrow Amount, or (ii) a final judgment on the matter is entered by a court of competent jurisdiction (after all appeals have been finally determined or the time for appeal has expired without an appeal having been made), in which case Escrow Agent shall retain or disburse the Indemnification Escrow Amount in accordance with such judgment.

Release of Escrow Amount. (a) Upon deliveryFrom and after the Closing, at any time on or before the date which is two years following the Closing Date (the “Indemnification Escrow Period”), to the Escrow Agent and the Selling Entity, of a certificate signed by any officer of Buyer (an “Officer’s Certificate”) (i) stating that a claim for indemnification by Selling Entity under Section 13.2 of the Purchase Agreement (an “Indemnification Escrow Claim”) exists, and (ii) specifying in reasonable detail the amount of and basis for such Indemnification Escrow Claim, Escrow Agent shall, no later than the date that is fifteen (15) Business Days after Escrow Agent’s receipt of such Officer’s Certificate and but subject to the provisions of this Schedule B Article VIII and provided such Indemnification the Escrow Claim otherwise complies with the procedural requirements of Section 13 of the Purchase Agreement, cause to be disbursed to Buyer such portion of the Escrow Amount as is claimed by Buyer to satisfy the Indemnification Escrow Claim. Notwithstanding the foregoing, if, within ten (10) Business Days after delivery of any Officer’s Certificate (the “Notification Period”), the Selling Entity notifies Escrow Agent and Buyer in writing that the Selling Entity disputes any Indemnification Escrow Claim made by Buyer, the Escrow Agent shall retain the amount claimed by Buyer in the Escrow Account and Selling Entity and Buyer shall consult and negotiate in good faith with each other for up to thirty (30) days regarding their rights with respect to such Indemnification Escrow Claim. If Selling Entity and Buyer agree that a portion of the Escrow Amount shall be disbursed to Buyer on account of the Indemnification Escrow Claim set forth in such Officer’s Certificate, Buyer and the Selling Entity shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute such agreed-upon amount to Buyer. If the Escrow Agent does not receive joint written instructions from Buyer and the Selling Entity within such thirty (30) day period, then no portion of the Escrow Amount will be distributed to Buyer with respect to an Indemnification Escrow Claim until (i) such time as Selling Entity the Newco Indemnitees shall be entitled to receive from the holders of Company Securities (other than holders of Rollover Shares and Buyer sign and deliver to Escrow Agent joint written instructions instructing the Escrow Agent to disburse all or a portion Rollover Options) proceeds of the remaining Indemnity Escrow Amount, or Amount in respect of any Damages as to which indemnification is available pursuant to this Article VIII and (ii) a final judgment on the matter is entered by a court Newco Indemnitees shall be entitled to receive from the holders of competent jurisdiction (after all appeals have been finally determined or Rollover Shares and Rollover Options proceeds of the time for appeal has expired without an appeal having been made), in which case Escrow Agent shall retain or disburse the Indemnification Rollover Indemnity Escrow Amount in accordance with respect of any Damages as to which indemnification is available pursuant to this Article VIII. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, (i) the amount of Damages that may be recovered by the Newco Indemnitees from the holders of Company Securities (other than holders of Rollover Shares and Rollover Options) pursuant to any and all claims for indemnification made under any provision of this Article VIII shall be limited, individually and in the aggregate, to the Indemnity Escrow Amount and (ii) the amount of Damages that may be recovered by the Newco Indemnitees from the holders of Rollover Shares and Rollover Options pursuant to any and all claims for indemnification made under any provision of this Article VIII shall be limited, individually and in the aggregate, to the Rollover Indemnity Escrow Amount. Notwithstanding anything in this Agreement to the contrary, in the event a person holds Rollover Shares and/or Rollover Options, as well as shares of Company Common Stock (other than Rollover Shares), Company Options (other than Rollover Options) and/or Company Warrants, such judgmentperson shall be treated as a holder of each of such securities for purposes of this Article VIII and the Newco Indemnitees shall not be precluded from seeking indemnification from any such holder in such holder’s capacities as a holder of such Company Securities.

Release of Escrow Amount. (a) Upon delivery, at any time on or before the date which is two years Promptly following the Closing Date (the “Indemnification Escrow Period”), to the Escrow Agent and the Selling Entity, of a certificate signed by any officer of Buyer (an “Officer’s Certificate”) (i) stating that a claim for indemnification by Selling Entity under Section 13.2 of the Purchase Agreement (an “Indemnification Escrow Claim”) exists, and (ii) specifying in reasonable detail the amount of and basis for such Indemnification Escrow Claim, Escrow Agent shall, no later than the date that is fifteen (15) Business Days after Escrow Agent’s receipt of such Officer’s Certificate and subject to the provisions of this Schedule B and provided such Indemnification Escrow Claim otherwise complies with the procedural requirements of Section 13 of the Purchase Agreement, cause to be disbursed to Buyer such portion of the Escrow Amount as is claimed by Buyer to satisfy the Indemnification Escrow Claim. Notwithstanding the foregoing, if, within ten (10) Business Days after delivery of any Officer’s Certificate (the “Notification Period”), the Selling Entity notifies Escrow Agent and Buyer in writing that the Selling Entity disputes any Indemnification Escrow Claim made by BuyerExpiration Date, the Escrow Agent shall retain distribute to Paying Agent, who shall distribute to the amount claimed by Buyer Participating Rights Holders, in accordance with the percentage amounts to which each Participating Rights Holder is entitled under this Agreement and the Escrow Agreement as set forth on Exhibit 2.8, the Escrow Amount then remaining in the Escrow Account minus an amount equal to the aggregate dollar amount of claims for Damages made by all Parent Indemnified Parties pursuant to Section 8.2(a)(i) hereof (the “Aggregate Outstanding Claims”) which are then outstanding and Selling Entity and Buyer shall consult and negotiate in good faith with each other for up to thirty unresolved (30) days regarding their rights with respect to such Indemnification Escrow Claim. If Selling Entity and Buyer agree that a portion amount of the retained Escrow Amount shall Amount, as it may be disbursed further reduced after the Escrow Expiration Date by distributions to Buyer on account Participating Rights Holders as set forth below and recoveries by Parent Indemnified Parties pursuant to Section 8.2(a)(i) hereof and the Escrow Agreement, the “Retained Escrow Amount”). For purposes of clarification, in the event that the amount of the Indemnification Escrow Claim set forth in such Officer’s Certificate, Buyer and the Selling Entity shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute such agreed-upon amount to Buyer. If the Escrow Agent does not receive joint written instructions from Buyer and the Selling Entity within such thirty (30) day period, then no portion of the Escrow Amount will be distributed to Buyer with respect to an Indemnification Escrow Claim until (i) such time as Selling Entity and Buyer sign and deliver to Escrow Agent joint written instructions instructing the Escrow Agent to disburse all or a portion of Aggregate Outstanding Claims exceeds the remaining Escrow Amount, or (iiall the remaining Escrow Amount shall be retained in the Escrow Account as the Retained Escrow Amount. In the event and to the extent that after the Escrow Expiration Date any outstanding claim made by any Parent Indemnified Party pursuant to Section 8.2(a)(i) a final judgment on hereof is resolved against such Parent Indemnified Party, the matter is entered by a court of competent jurisdiction (after all appeals have been finally determined or the time for appeal has expired without an appeal having been made), in which case Escrow Agent shall retain or disburse distribute to the Indemnification Escrow Amount Paying Agent, who shall distribute to the Participating Rights Holders, in accordance with the percentage amounts to which each Participating Rights Holder is entitled under this Agreement and the Escrow Agreement, as set forth on Exhibit 2.8, an aggregate amount of the Retained Escrow Amount equal to the amount of the outstanding claim resolved against such judgmentParent Indemnified Party; provided, however, that such distribution shall only be made to the extent that the Retained Escrow Amount remaining after such distribution would be sufficient to cover the amount of the Aggregate Outstanding Claims that are still unresolved at such time. In the event and to the extent that after the Escrow Expiration Date any outstanding claim made by any Parent Indemnified Party pursuant to Section 8.2(a)(i) hereof is resolved in favor of such Parent Indemnified Party, such Parent Indemnified Party shall be entitled to recover pursuant to Section 8.2(a)(i) hereof an amount equal to the amount of the outstanding claim resolved in favor of such Parent Indemnified Party.

Release of Escrow Amount. (a) Upon delivery, at any time on or before the date which is two years Promptly following the Closing Date (the “Indemnification Escrow Period”), to the Escrow Agent and the Selling Entity, of a certificate signed by any officer of Buyer (an “Officer’s Certificate”) (i) stating that a claim for indemnification by Selling Entity under Section 13.2 of the Purchase Agreement (an “Indemnification Escrow Claim”) exists, and (ii) specifying in reasonable detail the amount of and basis for such Indemnification Escrow Claim, Escrow Agent shall, no later than the date that is fifteen (15) Business Days after Escrow Agent’s receipt of such Officer’s Certificate and subject to the provisions of this Schedule B and provided such Indemnification Escrow Claim otherwise complies with the procedural requirements of Section 13 of the Purchase Agreement, cause to be disbursed to Buyer such portion of the Escrow Amount as is claimed by Buyer to satisfy the Indemnification Escrow Claim. Notwithstanding the foregoing, if, within ten (10) Business Days after delivery of any Officer’s Certificate (the “Notification Period”), the Selling Entity notifies Escrow Agent and Buyer in writing that the Selling Entity disputes any Indemnification Escrow Claim made by BuyerExpiration Date, the Escrow Agent shall retain distribute to the amount claimed by Buyer Sellers’ Representative, who shall proceed to distribute to the Sellers in accordance with the percentage amounts to which each Seller is entitled under this Agreement and the Escrow Agreement, as set forth on Exhibit 2.3(c), the Escrow Amount then remaining in the Escrow Account (including accrued interests and Selling Entity and Buyer shall consult and negotiate in good faith with each other for up to thirty (30income) days regarding their rights with respect to such Indemnification Escrow Claim. If Selling Entity accounts designated by the Sellers minus the aggregate dollar amount of claims for Damages made by all Buyer Indemnified Parties pursuant to Article VII hereof (the “Aggregate Outstanding Claims”) which are then outstanding and Buyer agree that a portion unresolved (such amount of the retained Escrow Amount shall Amount, as it may be disbursed further reduced after the Escrow Expiration Date by distributions to the Sellers’ Representative as set forth below and recoveries by the Buyer on account Indemnified Parties pursuant to Article VII hereof and the Escrow Agreement, the “Retained Escrow Amount”). For purposes of clarification, in the event that the amount of the Indemnification Escrow Claim set forth in such Officer’s Certificate, Buyer and the Selling Entity shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute such agreed-upon amount to Buyer. If the Escrow Agent does not receive joint written instructions from Buyer and the Selling Entity within such thirty (30) day period, then no portion of the Escrow Amount will be distributed to Buyer with respect to an Indemnification Escrow Claim until (i) such time as Selling Entity and Buyer sign and deliver to Escrow Agent joint written instructions instructing the Escrow Agent to disburse all or a portion of Aggregate Outstanding Claims exceeds the remaining Escrow Amount, or (ii) a final judgment on all the matter remaining Escrow Amount shall be retained in the Escrow Account as the Retained Escrow Amount. In the event and to the extent that after the Escrow Expiration Date any outstanding claim made by any Buyer Indemnified Party pursuant to Article VII hereof is entered by a court of competent jurisdiction (after all appeals have been finally determined or resolved against such Buyer Indemnified Party, the time for appeal has expired without an appeal having been made), in which case Escrow Agent shall retain or disburse distribute to the Indemnification Escrow Amount Sellers’ Representative, who shall proceed to distribute to the Sellers in accordance with the percentage amounts to which each Seller is entitled under this Agreement and the Escrow Agreement, as set forth on Exhibit 2.3(c), to such judgmentaccounts designated by the Sellers an aggregate amount of the Retained Escrow Amount equal to the amount of the outstanding claim resolved against such Buyer Indemnified Party; provided, however, that such distribution shall only be made to the extent that the Retained Escrow Amount remaining after such distribution would be sufficient to cover the amount of the Aggregate Outstanding Claims that are still unresolved at such time. In the event and to the extent that after the Escrow Expiration Date any outstanding claim made by any Buyer Indemnified Party pursuant to Article VII hereof is resolved in favor of such Buyer Indemnified Party, such Buyer Indemnified Party shall be entitled to recover pursuant to Article VII hereof an amount equal to the amount of the outstanding claim resolved in favor of such Buyer Indemnified Party.