Common use of Disbursement of the Escrow Fund Clause in Contracts

Disbursement of the Escrow Fund. The Escrow Agent will release from the Escrow Fund, within three (3) Business Days following the end of the Claims Period, (A) to the Sellers, by wire transfers of immediately available funds to the accounts set forth on Schedule A in the respective percentages set forth opposite the Sellers’ names on Schedule A, rounded to the nearest cent (the “Seller Percentages”), the entirety of the then remaining Cash Escrow Amount and/or (B) to X.X. Xxxxxx Private Bank, Attention: Xxxxxxx Xxxxxx, at 000 Xxxxxxx Xxxxxxxxxx Xxxx, OPS 3/1, Newark, DE 19713, by personal delivery or overnight courier of the sealed envelope containing the entirety of the then remaining Stock Escrow Amount, in each case, less (i) any then remaining Disputed Amounts and (ii) any amounts with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts. The aggregate amount of all Disputed Amounts and such Claimed Amounts will remain in the Escrow Fund following the termination of the Claims Period, and will not be released until such time, with respect to each Disputed Amount and such Claimed Amounts, as the Escrow Agent receives a Joint Instruction or a Final Determination directing the disbursement of such Disputed Amount or such Claimed Amount (which disbursement will be made within three (3) Business Days of the Escrow Agent’s receipt of such Joint Instruction or Final Determination). In the event the Sellers’ Representative Expenses Amount is unavailable to satisfy in full all out-of-pocket fees and expenses (including legal, accounting, and other advisors’ fees and expenses, if applicable) incurred by the Sellers’ Representative in connection with the Purchase Agreement and this Agreement, then, following the Claims Period and the satisfaction in full of any indemnity obligations of the Sellers pursuant to Article X or Article XI of the Purchase Agreement (including any such indemnification obligation relating to any Disputed Amount and any Claimed Amounts with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts), prior to any distribution of all or any portion of the Escrow Fund to the Sellers, the Sellers’ Representative will be entitled to reimbursement for such out-of-pocket fees and expenses and other obligations to or of the Sellers’ Representative out of such Escrow Fund to the extent that the Sellers’ Representative has provided written notice to the Escrow Agent requesting reimbursement of such out-of-pocket fees and expenses and other amounts prior to such distribution.

Disbursement of the Escrow Fund. The Escrow Agent will release shall hold and disburse the Escrow Fund according to the following: 5.1 If at any time the Escrow Parties give the Escrow Agent joint written instructions (“Joint Instructions”) or the Escrow Agent receives from one of the Escrow Parties a final and non-appealable order of a court of competent jurisdiction (“Final Order”) as to the disposition of all or a portion of the Escrow Fund, the Escrow Agent will, within two (2) Business Days of receipt, disburse the Escrow Fund (or such portion thereof) in accordance with the Joint Instructions or Final Order. 5.2 No later than two (2) Business Days prior to the Escrow Distribution Date (as defined below), Buyer may give written notice(s) (the “Claim Notice”) to the Escrow Agent and Sellers with respect to any Outstanding Escrow Claims (as defined in the Purchase Agreement). The Claim Notice shall (a) explain in reasonable detail the nature of the Outstanding Escrow Claim(s) and the parties known to be involved, and shall specify the amount thereof, if known, and if not known, a good faith estimate of the amount of the Outstanding Escrow Claim(s), and (b) certify that the Outstanding Escrow Claim(s) is pursuant to Article 5 of the Purchase Agreement. On the date that is three (3) Business Days following the end of date that is eighteen (18) months after the Claims Period, (A) to the Sellers, by wire transfers of immediately available funds to the accounts set forth on Schedule A in the respective percentages set forth opposite the Sellers’ names on Schedule A, rounded to the nearest cent Effective Date (the “Seller PercentagesEscrow Distribution Date”), the entirety of the then remaining Cash Escrow Amount and/or (B) to X.X. Xxxxxx Private Bank, Attention: Xxxxxxx Xxxxxx, at 000 Xxxxxxx Xxxxxxxxxx Xxxx, OPS 3/1, Newark, DE 19713, by personal delivery or overnight courier of the sealed envelope containing the entirety of the then remaining Stock Escrow Amount, in each case, less (i) the Escrow Agent shall promptly disburse the balance of the Escrow Fund less the amount specified in the Claim Notice in respect of any then remaining Disputed Amounts Outstanding Escrow Claims (collectively, the “Retained Escrow Amount”) to Sellers in accordance with each Seller’s Pro Rata Amount and (ii) any amounts the Escrow Fund shall continue until a determination of liability is made with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts. The aggregate amount of all Disputed Amounts and such Claimed Amounts will remain in the Outstanding Escrow Fund following the termination of the Claims PeriodClaims, and will not be released until during such timecontinuance, with respect to each Disputed Amount and such Claimed Amounts, as the Escrow Agent receives a Joint Instruction or a Final Determination directing shall continue to hold the disbursement of such Disputed Amount or such Claimed Amount (which disbursement will be made within three (3) Business Days of the Retained Escrow Agent’s receipt of such Joint Instruction or Final Determination)Amount. In the event the Sellers’ Representative Expenses Amount is unavailable to satisfy in full all out-of-pocket fees and expenses (including legalThe Retained Escrow Amount, accounting, and other advisors’ fees and expenses, if applicable) incurred by the Sellers’ Representative in connection with the Purchase Agreement and this Agreement, then, following the Claims Period and the satisfaction in full of any indemnity obligations of the Sellers pursuant to Article X or Article XI of the Purchase Agreement (including any such indemnification obligation relating to any Disputed Amount and any Claimed Amounts with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts), prior to any distribution of all or any portion of the Escrow Fund to the Sellersthereof, the Sellers’ Representative will shall only be entitled to reimbursement for such out-of-pocket fees and expenses and other obligations to or of the Sellers’ Representative out of such Escrow Fund to the extent that the Sellers’ Representative has provided written notice to distributed by the Escrow Agent requesting reimbursement of such out-of-pocket fees and expenses and other amounts prior pursuant to such distribution(x) Joint Instructions or (y) a Final Order.

Disbursement of the Escrow Fund. The (a) If, at any time from the Effective Date until the earliest of (i) eighteen (18) months after the Effective Date (such date, the “Escrow Termination Date”), or (ii) the date on which the amount of the Escrow Fund has been reduced to zero, the Purchaser believes that any Buyer Party is entitled to indemnification from the Seller and/or the Shareholders pursuant to Section 5.2 of the Purchase Agreement, the Purchaser may deliver to the Escrow Agent will release and the Seller a written notice (a “Claim Notice”) describing in reasonable detail (to the extent then available) (1) the facts constituting the basis for such indemnification claim (a “Claim”), (2) the amount sought therefor, or an estimate thereof, from the Escrow Fund, within three Fund (a “Claimed Amount”) and (3) Business Days following instructions for disbursement. Beginning on the end of date that a Claim Notice is received by the Claims PeriodEscrow Agent and the Seller, (A) to the Sellers, by wire transfers of immediately available funds to the accounts set forth on Schedule A in the respective percentages set forth opposite the Sellers’ names on Schedule A, rounded to the nearest cent Seller shall have 30 days (the “Seller PercentagesNotice Period”) to deliver to the Escrow Agent, with copies to the Purchaser, a notice of written objection disputing in good faith the Claim Notice (or a portion thereof) and describing in reasonable detail the basis for why the Purchaser is not entitled to the Claimed Amount (or portion thereof) and the portion of the Claimed Amount being disputed (such notice, a “Dispute Notice”). If the Escrow Agent does not receive a Dispute Notice prior to 5:00 p.m. (Eastern Time) on the last day of the Notice Period, the entirety of Escrow Agent shall within two (2) business days release the then remaining Cash Escrow Claimed Amount and/or (B) to X.X. Xxxxxx Private Bank, Attention: Xxxxxxx Xxxxxx, at 000 Xxxxxxx Xxxxxxxxxx Xxxx, OPS 3/1, Newark, DE 19713, by personal delivery or overnight courier of the sealed envelope containing the entirety of the then remaining Stock Escrow Amountbut, in each caseany event, less (i) any then remaining Disputed Amounts and (ii) any amounts with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts. The aggregate amount of all Disputed Amounts and such Claimed Amounts will remain in no more than the Escrow Fund following as of such date) in accordance with the termination of disbursement instructions contained in the Claims Period, and will not be released until such time, with respect to each Disputed Amount and such Claimed Amounts, as Claim Notice. If the Escrow Agent receives a Joint Instruction or a Final Determination directing Dispute Notice prior to 5:00 p.m. (Eastern Time) on the disbursement of such Disputed Amount or such Claimed Amount (which disbursement will be made within three (3) Business Days last day of the Notice Period, the Escrow Agent’s receipt of such Joint Instruction or Final Determination). In the event the Sellers’ Representative Expenses Amount is unavailable Agent shall reserve and continue to satisfy in full all out-of-pocket fees and expenses (including legal, accounting, and other advisors’ fees and expenses, if applicable) incurred by the Sellers’ Representative in connection with the Purchase Agreement and this Agreement, then, following the Claims Period and the satisfaction in full of any indemnity obligations of the Sellers pursuant to Article X or Article XI of the Purchase Agreement (including any such indemnification obligation relating to any Disputed Amount and any Claimed Amounts with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts), prior to any distribution of all or any portion hold as part of the Escrow Fund the disputed portion of the Claimed Amount until (x) it receives Joint Written Instructions (as defined below) as to the Sellers, the Sellers’ Representative will be entitled to reimbursement for such out-of-pocket fees and expenses and other obligations to or of the Sellers’ Representative out disposition of such Escrow Fund to the extent that the Sellers’ Representative has provided written notice sum or (y) it is otherwise directed by a Court Order (as defined below). The delivery to the Escrow Agent requesting reimbursement of a Court Order shall constitute a representation to the Escrow Agent that such outorder or decree complies with the requirements of this Section 3.2(a) and the Escrow Agent shall be entitled to rely thereon without any further duty of inquiry. The term “Court Order” shall mean a final, non-of-pocket fees and expenses and other amounts prior appealable order or judgment from a foreign, domestic, federal, territorial, state or local court, tribunal or governmental authority with lawful authority to such distributionissue an order or judgment with respect to the matter in dispute.

Disbursement of the Escrow Fund. i. If at any time prior to the Escrow Release Date (as defined below), Acquirer shall deliver a Claim Certificate to the Members’ Agent pursuant to the Merger Agreement, or shall assert an indemnity claim under the Merger Agreement, Acquirer shall also deliver a copy of the Claim Certificate or other claim assertion, as the case may be, to the Escrow Agent (such copy to the Escrow Agent being an “Indemnity Claim Notice”), which Indemnity Claim Notice shall include the amount claimed therein (the “Claim Amount”) and instructions for the payment of the Claim Amount. The Escrow Agent will release from the Escrow Fund, within three (3) Business Days following the end of the Claims Period, (A) to the Sellers, by wire transfers of immediately available funds to the accounts set forth on Schedule A in the respective percentages set forth opposite the Sellers’ names on Schedule A, rounded to the nearest cent (the “Seller Percentages”), the entirety of the then remaining Cash Escrow Amount and/or (B) to X.X. Xxxxxx Private Bank, Attention: Xxxxxxx Xxxxxx, at 000 Xxxxxxx Xxxxxxxxxx Xxxx, OPS 3/1, Newark, DE 19713, by personal delivery or overnight courier of the sealed envelope containing the entirety of the then remaining Stock Escrow Amount, in each case, less (i) shall not disburse any then remaining Disputed Amounts and (ii) any amounts amount with respect to which a such Indemnity Claim Notice was delivered within fifteen (15) Business Days during the 20-day period following receipt of the end of the Claims Period that might become Disputed Amountssuch Indemnity Claim Notice except pursuant to a Joint Written Direction. The aggregate amount of all Disputed Amounts and such Claimed Amounts will remain “Joint Written Direction” shall mean a written notification, in the form of Exhibit B hereto, delivered to the Escrow Fund following Agent and signed by an authorized representative of each of Acquirer and the termination Members’ Agent (a list of the Claims Periodwhom are provided in Exhibit A-1 and Exhibit A-2, and will not be released until such time, with respect to each Disputed Amount and such Claimed Amounts, as respectively) If the Escrow Agent receives a Joint Instruction or a Final Determination directing the disbursement of such Disputed Amount or such Claimed Amount (which disbursement will be made within three (3) Business Days of the Escrow Agent’s receipt of such Joint Instruction or Final Determination). In the event the Sellers’ Representative Expenses Amount is unavailable to satisfy in full all out-of-pocket fees and expenses (including legal, accounting, and other advisors’ fees and expenses, if applicable) incurred by the Sellers’ Representative in connection with the Purchase Agreement and this Agreement, then, following the Claims Period and the satisfaction in full of any indemnity obligations of the Sellers pursuant to Article X or Article XI of the Purchase Agreement (including any such indemnification obligation relating to any Disputed Amount and any Claimed Amounts Written Direction with respect to which a the entire Claim Notice was delivered within fifteen (15) Business Days Amount, the Escrow Agent shall distribute such Claim Amount in immediately available funds from the Escrow Fund, to the extent of the end of the Claims Period that might become Disputed Amounts), prior to any distribution of all or any portion amount of the Escrow Fund that has not previously been distributed pursuant to this Escrow Agreement, in accordance with the Sellers, the Sellers’ Representative will be entitled to reimbursement for such out-of-pocket fees and expenses and other obligations to or of the Sellers’ Representative out of such Escrow Fund to the extent that the Sellers’ Representative has provided written notice to payment instructions. If the Escrow Agent requesting reimbursement receives a Joint Written Direction with respect to a portion, but not all, of the Claim Amount set forth in such Claim Notice, the Members’ Agent shall be deemed to have accepted the portion of such out-of-pocket fees Claim Amount as valid, and expenses the Escrow Agent shall pay such portion of such Claim Amount in immediately available funds from the Escrow Fund in accordance with the payment instructions and other amounts prior to shall disburse the balance of such distribution.Claim Amount in accordance with Section 1.4(a)(ii), (iii) or

Disbursement of the Escrow Fund. The Escrow Fund shall secure the obligations with respect to amounts due and payable on or prior to the Escrow Termination Date (as defined below) to Buyer under Section 2.8 of the Purchase Agreement or any Buyer Indemnified Parties under Article X of the Purchase Agreement. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation to make any payments pursuant to the Purchase Agreement, but shall solely provide Buyer security therefor. The Escrow Agent will release shall disburse the amounts from time-to-time on deposit in the Escrow Fund as follows: (a) The Escrow Fund shall be disbursed by the Escrow Agent, in the manner set forth in Section 3.2(e) hereof, only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both Buyer and the Sellers’ Representative (“Joint Written Instruction”), that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund or (ii) a final, non-appealable order of a court of competent jurisdiction (an “Order”), a copy of which is delivered to the Escrow Agent by either Buyer or the Seller’s Representative, that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund. (b) Buyer and the Sellers’ Representative shall deliver a Joint Written Instruction to disburse the Escrow Fund (after the payments, if any, have been made pursuant to Section 3.2(c) below) as follows: one hundred percent (100%) of the remaining balance of the Escrow Fund, within three including any investment income thereon, shall, on the date that is one (31) Business Days following year from the end of the Claims Period, (A) to the Sellers, by wire transfers of immediately available funds to the accounts set forth on Schedule A in the respective percentages set forth opposite the Sellers’ names on Schedule A, rounded to the nearest cent Closing Date (the “Seller PercentagesOne-Year Anniversary”), the entirety of the then remaining Cash Escrow Amount and/or (B) be distributed to X.X. Xxxxxx Private Bank, Attention: Xxxxxxx Xxxxxx, at 000 Xxxxxxx Xxxxxxxxxx Xxxx, OPS 3/1, Newark, DE 19713, by personal delivery or overnight courier of the sealed envelope containing the entirety of the then remaining Stock Escrow Amount, in each case, less (i) any then remaining Disputed Amounts and (ii) any amounts with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts. The aggregate amount of all Disputed Amounts and such Claimed Amounts will remain in the Escrow Fund following the termination of the Claims Period, and will not be released until such time, with respect to each Disputed Amount and such Claimed Amounts, as the Escrow Agent receives a Joint Instruction or a Final Determination directing the disbursement of such Disputed Amount or such Claimed Amount (which disbursement will be made within three (3) Business Days of the Escrow Agent’s receipt of such Joint Instruction or Final Determination). In the event the Sellers’ Representative Expenses Amount is unavailable to satisfy and/or the Company in full all out-of-pocket fees and expenses (including legal, accountingthe manner, and other advisors’ fees allocated as set forth in, such Joint Written Instruction, unless on the One-Year Anniversary there exists an unresolved bona fide claim for a Payment (as defined below) hereunder for which notice has been given under the Purchase Agreement, in which event the Escrow Agent shall retain so much of the Escrow Fund as is mutually agreed by Buyer and expenses, if applicable) incurred by the Sellers’ Representative in connection with to be sufficient to satisfy any such unresolved claim, as well as attorney fees and costs associated therewith. Any Escrow Fund, including any investment income thereon, remaining on deposit after such claims shall have been satisfied, shall be returned to the Sellers’ Representative and/or the Company promptly after the time of satisfaction. “Payment” shall mean any amount payable to Buyer under Section 2.8 of the Purchase Agreement and this Agreement, then, following the Claims Period and the satisfaction in full amount of any indemnity obligations of the Sellers pursuant Buyer Losses for which a Buyer Indemnified Party is entitled to indemnification under Article X or Article XI of the Purchase Agreement (including any such indemnification obligation relating to any Disputed Amount and any Claimed Amounts with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts), prior to any distribution of all or any portion of the Escrow Fund to the Sellers, the Sellers’ Representative will be entitled to reimbursement for such out-of-pocket fees and expenses and other obligations to or of the Sellers’ Representative out of such Escrow Fund to the extent that the Sellers’ Representative has provided written notice to the Escrow Agent requesting reimbursement of such out-of-pocket fees and expenses and other amounts prior to such distributionAgreement.

Disbursement of the Escrow Fund. The Escrow Agent will release shall disburse the amounts from time-to-time on deposit in the Escrow Fund as follows: (a) At any time on or prior to the Escrow Release Date (as defined below), Buyer (or any other Buyer Indemnified Person) may make a claim for payment from the Escrow Fund pursuant to the terms of the Purchase Agreement (a “Claim”) by delivering written notice of such claim (a “Claim Notice”) to Seller and the Escrow Agent prior to the Escrow Release Date, specifying therein in reasonable detail the events or circumstances which are the basis for and the amount (or, if the amount cannot be determined, a good faith estimate of the amount) of such Claim. If Seller objects to such claim, Seller shall give written notice of such objection (a “Claim Objection Notice”) to Buyer and the Escrow Agent within sixty (60) calendar days following receipt by Escrow Agent of the Claim Notice (the “Claim Objection Period”) (together with evidence of receipt thereof by Seller), specifying therein each such amount to which Seller objects. If no Claim Objection Notice is received by the Escrow Agent within the Claim Objection Period, the amount of the Claim set forth in the applicable Claim Notice (or, if less, the then remaining Escrow Fund, ) shall be paid by the Escrow Agent to or as directed by Buyer therein out of the Escrow Fund within three (3) Business Days following the end of the Claims Claim Objection Period, (A) to the Sellers, by wire transfers of immediately available funds to the accounts set forth on Schedule A in the respective percentages set forth opposite the Sellers’ names on Schedule A, rounded to the nearest cent (the “Seller Percentages”), the entirety of the then remaining Cash Escrow Amount and/or (B) to X.X. Xxxxxx Private Bank, Attention: Xxxxxxx Xxxxxx, at 000 Xxxxxxx Xxxxxxxxxx Xxxx, OPS 3/1, Newark, DE 19713, by personal delivery or overnight courier of the sealed envelope containing the entirety of the then remaining Stock Escrow Amount, in each case, less (i) any then remaining Disputed Amounts and (ii) any amounts with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts. The aggregate amount of all Disputed Amounts and such Claimed Amounts will remain in the Escrow Fund following the termination of the Claims Period, and will not be released until such timeIf, with respect to each Disputed Amount any Claim, Seller timely delivers a Claim Objection Notice to Buyer and such Claimed Amountsthe Escrow Agent, as (x) Buyer and Seller shall thereafter attempt in good faith to resolve all disputes in connection therewith, and (y) the Escrow Agent receives shall not pay any amounts in respect of such Claim except pursuant to a Joint Instruction (as defined below) or a Final Determination directing Decision (as defined below). (b) Promptly following receipt by the Escrow Agent of, and in accordance with the instructions contained in, either (i) a joint written consent or agreement of the Seller and the Buyer specifying the amount of the disbursement of such Disputed Amount or such Claimed Amount (which disbursement will to be made within three from the Escrow Fund and containing instructions for payment (3a “Joint Instruction”), or (ii) Business Days a Final Decision (as defined below) specifying the amount of the disbursement and containing instructions for payment, the Escrow Agent’s receipt of such Joint Instruction or Final Determination). In the event the Sellers’ Representative Expenses Amount is unavailable to satisfy in full all out-of-pocket fees and expenses (including legal, accounting, and other advisors’ fees and expenses, if applicable) incurred by the Sellers’ Representative in connection with the Purchase Agreement and this Agreement, then, following the Claims Period and the satisfaction in full of any indemnity obligations of the Sellers pursuant to Article X or Article XI of the Purchase Agreement (including any such indemnification obligation relating to any Disputed Amount and any Claimed Amounts with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts), prior to any distribution of all or any portion of Agent shall disburse from the Escrow Fund to the SellersBuyer or the Seller or as otherwise directed in such instructions for payment, as the case may be, such specified disbursement amount. (c) On March , 2016 (the “Escrow Release Date”), the Sellers’ Representative will be entitled Escrow Agent shall distribute to reimbursement for such outthe Seller an amount equal to the then-of-pocket fees and expenses and other obligations to or of the Sellers’ Representative out of such remaining Escrow Fund less, to the extent that there are one or more Claims outstanding as of the Sellers’ Representative has provided Escrow Release Date with respect to which the Escrow Agent has, prior to the Escrow Release Date, received written notice from Buyer (each a “Pending Claim”), an amount equal to the aggregate of the Pending Claim amounts as set forth in good faith in such written notice delivered by Buyer to the Escrow Agent requesting reimbursement of such out-of-pocket fees and expenses and other amounts prior to such distributionthe Escrow Release Date.