Escrow Releases. (i) Upon the expiration of the Initial Escrow Period, (A) $6,500,000 of the Escrow Cash; less (B) the amount previously dispersed, less (C) the amount, as may reasonably be necessary to satisfy any unresolved or unsatisfied claims made in good faith for Indemnifiable Damages specified in any Claim Certificate delivered in good faith by an Acquiror Indemnified Person to the Stockholders’ Agent prior to the expiration of the Claims Period, shall be promptly delivered (in any event within five (5) Business Days) to the Stockholders (in the manner set forth below). For the sake of clarity, if the sum of (B) and (C) exceed $6,500,000, no amount of the Escrow Fund shall be delivered upon expiration of the Initial Escrow Period.
(ii) Upon the expiration of the Extended Escrow Period, (A) all remaining Escrow Cash not previously disbursed; less (B) the amount, as may reasonably be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered in good faith by an Acquiror Indemnified Person to the Stockholders’ Agent prior to the expiration of the Claims Period, shall be promptly delivered (in any event within five (5) Business Days) to the Stockholders (in the manner set forth below).
(iii) All releases from the Escrow Fund to be made to the Stockholders shall be made in accordance with Section 4.1(d) (as if the amounts distributed were Net Merger Consideration), unless otherwise directed by the Stockholders’ Agent in writing (which instructions may include amounts payable to the Stockholders’ Agent directly or on behalf of third parties, in accordance with Section 11.7). None of Acquiror, the Surviving Corporation or the Paying Agent shall have any liability to any Stockholder for any distribution to them from the Escrow Fund not in accordance with Section 4.1(d) made pursuant to the written instructions of the Stockholders’ Agent.
(iv) For the sake of clarity, it is understood and agreed that, in the event that there are unresolved Claims that have been properly filed in accordance with the Escrow Agreement that equal or exceed the targeted release sum, there will be no distribution to the Stockholders on any such release date, and the release of such funds shall be made as set forth in the Escrow Agreement.
Escrow Releases. Within sixty (60) days from the Closing Date, Buyer shall provide a written statement in reasonable detail of all Claims to Seller, and within three (3) Business Days following the expiration of such sixty (60) day period, Seller shall direct the Escrow Agent to release to Seller an amount equal to (i) Two Hundred Fifty Thousand Dollars ($250,000), minus (ii) the Retained Amount. As soon as the Continuing Claims are resolved pursuant to the procedures set forth in this Section 10.4, Buyer shall direct the Escrow Agent to release any associated Retained Amount held by the Escrow Agent pursuant to the terms of the Escrow Agreement to Seller. All payments made from the Escrow Account or otherwise pursuant to this Section 10.4 shall be treated by the Parties as an adjustment to the Purchase Price, and each Party shall file all Tax returns in a manner consistent with the foregoing. As used in this Agreement, “Continuing Claim” shall mean a claim pursuant to the procedures set forth in this Section 10.4 and under the Escrow Agreement and for which the obligations to indemnify, if any, shall not have been previously satisfied from the Escrow Account. As used in this Agreement, “Retained Amount” shall mean the amount with respect to which Buyer shall have, prior to the Escrow Expiration Date, previously made a Continuing Claim.
Escrow Releases. (a) Within five business days after the 18-month anniversary of the Closing Date, the Buyer shall prepare and deliver to the Seller a statement (the “Post-Closing Adjustment Statement”) setting forth (i) the aggregate amount of accounts receivable of the Business that were reflected on the October 1, 2010 balance sheet of the Seller prepared by the Seller but that remain uncollected as of the time the Post-Closing Adjustment Statement is delivered and that the Buyer reasonably deems uncollectible (the “Ineligible Accounts Receivable”; for the avoidance of doubt, the Ineligible Accounts Receivable will exclude any accounts receivable reflected on the October 1, 2010 balance sheet of the Seller that are reversed after the Closing Date as a result of a product return made after the Closing Date), (ii) the difference between the net realizable value of the inventory of the Business as of October 1, 2010 as reasonably determined by the Buyer and the amount of inventory reflected on such October 1, 2010 balance sheet (the “Inventory Difference”), (iii) the aggregate amount of any Taxes that were required to be, but were not, paid by the Seller for the period up to and including the Closing Date pursuant to Sections 8.3 (the “Unpaid Taxes Amount”), and (iv) the amount of any Losses specified in any pending Liability Claim for which a Claims Notice has been duly submitted. The Post-Closing Adjustment Statement will be conclusive and binding on the Seller, absent manifest error.
Escrow Releases. On the one-year anniversary of the Closing Date, any principal or interest remaining of the Representations Escrow Amount that is not subject to good faith claims will be released to the Seller Parties. No later than seventy-five (75) days following the Closing Date, any principal or interest remaining of the Financial Adjustment Escrow Amount that is not subject to the dispute resolution procedure set forth in Section 3.2.4 will be released to the Seller Parties.
Escrow Releases. The Canadian Borrower shall prepay to the Agent Outstanding Advances under the Term Facility in an amount equal to 45% of all amounts released to the Canadian Borrower from the Purchase Price Adjustment Escrow Account (as that term is defined in the Purchase Agreement) forthwith and no later than two (2) Business Days following receipt.
Escrow Releases. The funds distributed in each Escrow Release shall be distributed to the Indemnifying Parties as follows:
(i) in respect of each former share of Company Series A Preferred Stock, the amount determined by applying the Preferred Distribution Mechanism to such Escrow Release, and
(ii) in respect of each former share of Company Common Stock (including those shares underlying Company Vested Options), the amount determined by applying the Common Distribution Mechanism to such Escrow Release. Parent shall provide the Escrow Agent with a spreadsheet for each Escrow Release stating the amounts to be distributed to each Indemnifying Party.
Escrow Releases. (i) The Estimated Tax Refund shall be released from the Indemnification Escrow Amount in accordance with to the provisions of Section 5.11.
(ii) On the third (3rd) anniversary of the Closing Date, one-third (1/3) of the balance of the Indemnification Escrow Amount, reduced by any amount subject to a timely claim made by an appropriate Indemnified Party under Section 8.1, shall be distributed to the Equityholders’ Representative for and on behalf of the Equityholders as provided in the Escrow Agreement.
(iii) On the fifth (5th) anniversary of the Closing Date, any residual balance of the Indemnification Escrow Amount, reduced by any amount subject to a timely claim made by an appropriate Indemnified Party under Section 8.1, shall be distributed to the Equityholders’ Representative for and on behalf of the Equityholders as provided in the Escrow Agreement.
Escrow Releases. As more fully set forth in the Representations and Warranties Escrow Agreement, on the third Business Day falling nine (9) months from the Closing Date, fifty (50%) percent of the amount remaining in the Representations and Warranties Escrow Account that is not subject to good faith claims will be released to the Seller. On the third Business Day falling eighteen (18) months from the Closing Date the remaining balance of the Representations and Warranties Escrow Amount that is not subject to good faith claims will be released to the Seller.
Escrow Releases. Following Closing, Equityholder and Buyer shall jointly instruct the Escrow Agent to disburse the Escrow Amount and all interest, dividends, gains and other income earned on the investment or reinvestment thereof in accordance with Annex C and the Escrow Agreement.
Escrow Releases
