Expiration of Survival Period Sample Clauses

Expiration of Survival Period. No party may bring a claim for indemnification pursuant to Article IX hereof to the extent notice of such claim is sent after the expiration of the survival periods set forth above with respect to the subject matter of such claim.

Expiration of Survival Period. The Escrow Agent will distribute all or part of the Escrowed shares on the first business day following the 15 month anniversary of the Closing of the APA (the “Escrow Release Date”): (i) If there are no pending Claims (as defined in the APA and LLCPA) for which Purchaser seeks indemnification on the Escrow Release Date, the Escrow Agent will promptly disburse the Escrowed Shares to the Seller. (ii) If any Claims were timely asserted and are pending as if the Escrow Release Date, the Escrow Agent will (A) retain such number of Escrowed Shares having an aggregate Market Value equal to 120% of the aggregate estimated amount of all pending Claims (such aggregate amount, the “Holdback Amount”), and (B) disburse any remaining Escrowed Shares to the Seller; provided, however, that the Seller may, within 10 business days of the Escrow Release Date, deliver to the Escrow Agent cash in an amount equal to 100% of the aggregate estimated amount of all pending Claims, in which case the Escrow Agent will promptly disburse the Escrowed Shares to Seller. Thereafter, the Escrow Agent will hold the Holdback Amount until released by a Joint Notice of Disposition or Court Order. (iii) For purposes of this Section 5, the “Market Value” of a share of Purchaser common stock on any date will equal the average of the closing price of the Purchaser’s common stock over the prior fifteen (15) consecutive trading days, as reported by the OTC Bulletin Board (or such other exchange or market on which the Purchaser’s common stock is then trading), ending on the trading day immediately preceding such date.

Expiration of Survival Period. Promptly after the end of the Survival Period, Escrow Agent shall disburse to the Company Shareholders an aggregate amount (the "Distribution Amount") equal to (A) the amount remaining in the Escrow Fund, less (B) any Disputed Amount, less (C) any Shareholder Representative's Expenses (to the extent the Escrow Agent has received written notice from the Shareholder Representative to such effect in accordance with Section 7.2), and less (D) any expenses reimbursable to Parent pursuant to Section 6.2 hereof. The Escrow Agent shall disburse the Distribution Amount to the Company Shareholders based on each Company Shareholder's respective Subaccount balance. No certificates or scrip representing fractional shares of Parent Common Stock or any other security shall be issued upon the disbursement of the Distribution Amount by the Transfer Agent. In lieu of any such fractional share, each Company Shareholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock or other security upon disbursement of the Distribution Amount will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the Current Market Value of such Parent Common Stock or such other securities (in the case of such other securities, as of the Distribution Date) by (ii) the fractional interest to which such holder would otherwise be entitled.

Expiration of Survival Period. Within three (3) business days after the end of the Survival Period (the “Release Date”), the Escrow Agent shall return the Indemnification Shares remaining after settlement of all of the claims upon the Shares Escrow in accordance with Section 8.10, less the number of Indemnification Shares necessary to cover any Damages described in an Indemnification Certificate delivered in accordance with Section 8.7 with respect to any Unresolved and Unsatisfied Claims, to Parent, and Parent shall retire such shares and return such shares to the treasury of Parent. In the event any Indemnification Shares are held back as a result of the preceding sentence, promptly upon resolution of each Unsatisfied and Unresolved Claim, the Escrow Agent shall either return the applicable portion of the Indemnification Shares to Parent to be retired and returned to Parent’s treasury, or, if less than full payments on all of the claims as set forth in Section 8.10(a)(i) through (iv), release them to the Pre-Merger Company Stockholders or to the Pre-Merger Parent Stockholders, as applicable, in accordance with Section 8.10(b).