First Escrow Period. (a) If, by 12 noon on the last day of the First Escrow Period, the Purchaser shall not have notified the Sellers of a Claim then £600,000 of the amount in the Escrow Account shall be paid to the Sellers. If by such time a Claim shall have been so notified, paragraphs 3.2(b), 3.2(c) and 3.3(d) shall apply.
First Escrow Period. Upon the expiration of the First Escrow Period, the First Escrow Fund shall terminate automatically and without further notice or action on the part of any party and all First Escrow Shares, New Shares, cash dividends or other property attributable thereto and which have not been released from the First Escrow Fund pursuant to this Agreement shall be delivered to the Warrantors in accordance with this Agreement; provided, however, that a number of First Escrow Shares, which, in the reasonable judgment of Purchaser is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the expiration of the First Escrow Period with respect to facts and circumstances existing on or prior to the First Escrow Termination Date shall remain in the First Escrow Fund (and the First Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Purchaser agrees to notify the Escrow Agent in writing of the expiration of the First Escrow Period.
First Escrow Period. Within three (3) business days ------------------- following the 100/th/ day following the Closing (the "First Escrow Period"), the ------------------- Escrow Agent shall release to Seller by wire transfer of a portion of the Escrow Fund into a bank account designated by Seller, a cash amount equal to two-thirds of the Escrow Fund, less an amount equal to the sum of (x) all amounts theretofore distributed out of the Escrow Fund to the Buyer Indemnitees pursuant to this Section 7.3, and (y) an amount that would be equal, together with the balance of the Escrow Fund that would otherwise remain in the Escrow Fund, to such portion of the Escrow Fund which, in the judgment of Parent, subject to the reasonable objection of the Seller and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the First Escrow Period, which amount shall remain in the Escrow Fund until such claims have been resolved.
First Escrow Period. If there have been no claims for payment of a Shortfall Amount under Section 1.5(c) and no claims for indemnification made by a Buyer Indemnified Party during the first 9 months after the Closing Date (the “First Escrow Period”), then, within 5 Business Days after the expiration of the First Escrow Period, Buyer and Seller shall execute and deliver Joint Written Instructions to the Escrow Agent to pay to Seller an aggregate amount of $5,000,000 (which equates to 50% of the Escrow Amount), by wire transfer of immediately available funds in accordance with Seller’s wire transfer instructions. If there have been such claims during the First Escrow Period, then Buyer and Seller shall execute and deliver Joint Written Instructions to the Escrow Agent to pay to Seller, by wire transfer of immediately available funds in accordance with Seller’s wire transfer instructions, an amount equal to:
First Escrow Period. If there have been no Indemnity Claims made by a Buyer Indemnified Party ) during the first 9 months after the Closing Date (the “First Escrow Period”), then, within 5 Business Days after the expiration of the First Escrow Period, Buyer and Sellers Representative shall execute and deliver joint written instructions to the Escrow Agent to pay to Sellers (pro rata in accordance with their respective Pro Rata Percentages) an aggregate amount of $2,000,000 (which equates to 50% of the Indemnity Escrow Amount), by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Sellers. If there have been such Indemnity Claims during the First Escrow Period, then Buyer and Sellers shall execute and deliver joint written instructions to the Escrow Agent to pay to Sellers (pro rata in accordance with their respective Pro Rata Percentages), by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Sellers, an amount equal to:
