Common use of Release of Escrow Shares Clause in Contracts

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders Company Shareholder on the first anniversary of the Closing Date. Promptly Except as otherwise set forth herein, promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders Company Shareholder all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims.