Escrow Period; Release From Escrow. The period for offsetting claims against the Escrow Account shall terminate upon the Survival Date and the Escrow Agent shall be directed to distribute the balance in the Escrow Account pursuant to the terms of the Escrow Agreement; provided, however, that a portion of the Escrow Account that, in the reasonable judgment of Acquiror, subject to the objection of the Stockholders’ Agent and the subsequent litigation of the matter in the manner provided in this ARTICLE V, is necessary to satisfy any unsatisfied claims made in accordance with this ARTICLE V and specified in the Claims Notice (as defined in Section 5.5 below) delivered to the Stockholders’ Agent prior to the Survival Date, shall remain subject to the right of Acquiror to offset such claims against the Escrow Account until such claims have been resolved or until a portion of such amount is determined by Acquiror in good faith or a court of competent jurisdiction to be no longer necessary to satisfy such claims.
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