Escrow Expiration Date. The Escrow shall remain in place until the one year anniversary of the Closing Date (the “Expiration Date”) and all amounts in the Escrow at the Expiration Date shall be released to the Indemnifying Securityholders on the Expiration Date in accordance with Section 1.6 and Section 1.10; provided, however, that the Escrow shall not terminate and the Escrow shall not be released with respect to the amounts reasonably required to satisfy any unresolved or unsatisfied Claims specified in any Notice of Claim (as defined in Section 7.6(a)) properly delivered in accordance with this Article VII on or prior to the Expiration Date with respect to facts and circumstances existing on or prior to the Expiration Date (each, a “Parent Unresolved Claim”) until such time as each such Parent Unresolved Claims have been resolved in accordance with Section 7.7.
Escrow Expiration Date. The Consonus Escrow Fund and the STI Escrow Fund shall remain in place for a period of one (1) year from the Closing Date (the “Escrow Expiration Date”). On the Escrow Expiration Date, the remaining amount of each of the Consonus Escrow Fund and the STI Escrow Fund, respectively, shall promptly be delivered to the Consonus Holders and STI Holders, respectively, in accordance with the respective Payment Schedule; provided, however, that the escrow period shall not terminate with respect to any amount of the Consonus Escrow Fund or STI Escrow Fund that is subject to any then unresolved Claims specified in any Officer’s Certificate (as defined in Section 7.6(b)) delivered to the Escrow Agent and the respective Holders’ Agent on or prior to the Escrow Expiration Date with respect to facts and circumstances existing on or prior to the Escrow Expiration Date (each, an “Consonus Unresolved Claim” or a “STI Unresolved Claim”, as applicable). Promptly following resolution of each such Consonus Unresolved Claim or STI Unresolved Claim, as the case may be, and subject to satisfaction of any then outstanding but unpaid Agent Expenses (as defined in Section 7.9(b)) the Escrow Agent shall deliver the remaining portion of the Consonus Escrow Fund or the STI Escrow Fund, as the case may be, not required to satisfy such Claims, Agent Indemnity or Agent Expenses, to the Consonus Holders or the STI Holders, as the case may be, in accordance with the respective Payment Schedule.
Escrow Expiration Date. The Escrow Agreement (other than in respect of the Tax Escrow Fund) shall terminate on June 30, 2004 (the “Expiration Date”) and, on the Expiration Date, any remaining amount of the Escrow Fund shall be distributed to the Sellers; provided, however, that the Escrow Agreement shall continue in effect with respect to such portion of the Escrow Fund as is necessary to satisfy any unsatisfied Third Party Claim specified in any Claim Notice delivered to Sellers pursuant to Section 8.4 prior to the Expiration Date, and such portion of the Escrow Fund shall remain in escrow until such Third Party Claim has been resolved or a release is otherwise agreed to pursuant to Section 8.6. Notwithstanding the foregoing, the Tax Escrow Fund (and the Escrow Agreement to the extent relating thereto) will survive until the final resolution, to the reasonable satisfaction of Purchaser, of all Defined Tax Liabilities (such date, the “Tax Escrow Expiration Date”), at which time any remaining amount of the Tax Escrow Fund shall be distributed to the Sellers, subject to any interim adjustment in accordance with Section 5.5(c). The Purchaser and the Sellers’ Representative hereby agree to work in good faith to resolve and satisfy all Defined Tax Liabilities as soon as reasonably practicable, while taking into account both the goals of minimization of such liabilities and maximizing the value of the combined business of Purchaser and the Company.
