Indemnity Escrow Amount Release. Within three (3) Business Days following the twelve (12) month anniversary of the Closing Date, Buyers and UAC shall cause the Escrow Agent to disburse to Sellers the remaining amount, if any, in the Indemnity Escrow Account in accordance with the Escrow Agreement; provided, that, if on the twelve (12) month anniversary of Closing any claim for indemnification is pending, then there shall be withheld from the distribution to Sellers such amount of the Indemnity Escrow Account as is necessary to cover such Losses as asserted in good faith by the Buyer Indemnified Parties in connection with such claim, and such withheld amount shall either be (i) paid to the Buyer Indemnified Parties or (ii) paid to Sellers as determined upon final resolution of such claim. Buyers and Sellers agree to provide joint written instructions to the Escrow Agent in accordance with this Section 9.9 and the Escrow Agreement.
Indemnity Escrow Amount Release. (1) If the funds remaining in the Indemnity Escrow Account, including any interest accrued or income otherwise earned thereon, as of the Expiration Date (the “Indemnity Escrow Balance”) exceed the aggregate dollar amount, as of the Expiration Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim delivered by a Buyer Indemnitee that have not been finally resolved and paid prior to the Expiration Date in accordance with Section 9.5 (each, an “Unresolved Indemnity Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the Expiration Date being referred to as the “Pending Claim Amount”), then Buyer and Seller shall, within three (3) Business Days following the Expiration Date, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Indemnity Escrow Account an amount equal to the Indemnity Escrow Balance minus the Pending Claim Amount to Seller.
Indemnity Escrow Amount Release. Not later than five (5) Business Days following the date that is eighteen (18) months from the Closing Date (the “Escrow Period”), the parties shall instruct the Escrow Agent in writing to release the remaining Escrow Funds to Sellers in accordance with the Escrow Agreement (less the amount of any outstanding and unpaid claims for payment made by Buyer pursuant to Section 5.07, or ARTICLE VII as of the date of such release). Upon resolution of all remaining claims specified above, the parties shall instruct the Escrow Agent in writing to release in accordance with the Escrow Agreement any remaining Escrow Funds to Sellers within five (5) Business Days of the date of such resolution. Notwithstanding anything herein to the contrary, the Indemnification Escrow Amount will be the first source of funds used to satisfy the applicable indemnification obligations of Sellers under Section 5.07 or ARTICLE VII (and, if elected by Xxxxx, any shortfall from the Adjustment Escrow Amount under Section 2.07(b)(viii)). This right to receive funds from the Escrow Amount is not Buyer’s sole remedy for amounts owed pursuant to this Agreement, and Buyer will have the right to set off against the earned but unpaid portion of the Earnout (if any) or to insist on payment directly from Sellers and Equity Holders in the event such funds are insufficient to fully satisfy such obligations under this Agreement. The Indemnity Escrow Amount will be held and disbursed solely for the purposes of and in accordance with the terms of this Agreement and the Escrow Agreement. Interest earned on the Escrow Indemnity Amount, if any, unless utilized to satisfy the Sellers’ payment obligations hereunder, will be for the account of the Sellers (and not the Buyer).
