Common use of Indemnity Escrow Release Clause in Contracts

Indemnity Escrow Release. As soon as reasonably practicable (but in any event within three business days) following the date that is 12 months after the Closing Date (the “Indemnity Escrow Period”), Buyer and Sellers shall direct the Escrow Agent to distribute the balance of the Indemnity Escrow Amount, if any, to Sellers in accordance with their relative Pro Rata Interests in excess of any portion of the Indemnity Escrow Amount (the “Retained Amount”) calculated pursuant to the following sentence with respect to all unresolved claims by Buyer Parties for Losses specified in any indemnity notice delivered to Sellers before the expiration of the Indemnity Escrow Period (the “Unresolved Claims”). If there are any Unresolved Claims as of the expiration of the Indemnity Escrow Period, then all or a portion (as applicable) of the Indemnity Escrow Amount that equals the total amount of Losses then being claimed by Buyer Parties in all such Unresolved Claims shall be retained in the Indemnity Escrow Account, and as soon as reasonably practicable (but in any event within three business days) following resolution of each such Unresolved Claim and the payment of all Losses required to be paid in connection with the resolution of each such Unresolved Claim from the Indemnity Escrow Amount, Buyer and Sellers shall direct the Escrow Agent to distribute to Sellers in accordance with their relative Pro Rata Interests any portion of the remaining amount in the Indemnity Escrow Account, if any, in excess of the Retained Amount for all of the remaining Unresolved Claims.

Indemnity Escrow Release. As soon (a) After the giving of any notification of a claim pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article VIII shall be determined: (i) by a written agreement between the Indemnified Party and the Indemnifying Party or (ii) by a final judgment or decree of any court of competent jurisdiction. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. (b) Any amount of the Indemnity Escrow Amount remaining in the Escrow Account as reasonably practicable (but in any event within three business days) of the first Business Day following the date that is 12 twelve (12) months after the Closing Date (including any interest, income and profits thereon, but less an amount equal to the “Indemnity Escrow Period”total amount claimed in any then pending claims for indemnification made by the Buyer Indemnified Parties), Buyer and Sellers shall direct be released by the Escrow Agent and disbursed to distribute the balance of the Indemnity Escrow Amount, if any, to Sellers in accordance with their relative Pro Rata Interests in excess of Seller. If any portion amount of the Indemnity Escrow Amount (remaining in the “Retained Amount”) calculated pursuant to Escrow Account was so withheld from disbursement as of such date in respect of one or more then-pending claims for indemnification made by the Buyer Indemnified Parties, following sentence with respect to all unresolved claims by Buyer Parties for Losses specified in any indemnity notice delivered to Sellers before the expiration final resolution and payment of each such claim, the portion of the Indemnity Escrow Period (the “Unresolved Claims”). If there are any Unresolved Claims as of the expiration of the Indemnity Escrow Period, then all or a portion (as applicable) of the remaining Indemnity Escrow Amount that equals then exceeding the total aggregate amount of Losses then being claimed by Buyer Parties in all other such Unresolved Claims claims that remain pending shall be retained in the Indemnity Escrow Account, and as soon as reasonably practicable released to Seller. (but in any event within three business daysc) following resolution of each such Unresolved Claim and the payment of all Losses required to be paid in connection with the resolution of each such Unresolved Claim from the Indemnity Escrow Amount, Buyer and Sellers Seller shall direct deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute to Sellers in accordance with their relative Pro Rata Interests make any portion of distributions from the remaining amount in the Indemnity Escrow Account, if any, in excess of the Retained Amount for all of the remaining Unresolved ClaimsAccount as required by this Agreement.

Indemnity Escrow Release. As soon (1) The Indemnity Escrow Amount will be released to the Vendor Representative (in trust for the Vendors, to be distributed in accordance with their Pro Rata Shares, subject to adjustment for amounts payable to a Vendor to the extent amounts paid from the Indemnity Escrow Amount were in respect of a claim or matter for which such Vendor was solely responsible or liable in accordance with the provisions of Section 9.2), as reasonably practicable follows: (but in any event within three business daysa) following on the date that is 12 months after eighteen-month anniversary of the Closing Date Date, the funds then on deposit under the Escrow Agreement will be released to the Vendor Representative, other than the amount of all unresolved claims made by the Purchaser under Article 9; and (b) amounts held back under Section 2.9(1)(a) in respect of unresolved claims made by the Purchaser under Article 9 will be released to the Vendor Representative as such claims are resolved, all subject to the terms and conditions of the Escrow Agreement. (2) Notwithstanding anything to the contrary contained in this Agreement, whenever an amount is to be released to the Vendor Representative pursuant to either Section 2.9(1)(a) or Section 2.9(1)(b): (a) the Vendor Representative shall first deliver a statement to the Purchaser (each, a “Deferred LTIP Payment Amount Statement”) calculating the aggregate amount payable to the LTIP Recipients pursuant to Section 3.7(b) of the LTIP Agreements in respect of the amount to be released from escrow (the “Indemnity Escrow PeriodDeferred LTIP Payment Amount”), Buyer ) and Sellers shall the amount of the Deferred LTIP Payment Amount payable to each LTIP Participant; (b) the Vendor Representative will direct the Escrow Agent to distribute pay to Purchaser the balance of the Indemnity Escrow Deferred LTIP Payment Amount, if anyand the Purchaser shall thereafter cause Golden Boy to make such payments to each LTIP Participant as may be required under Section 3.7(b) of each LTIP Agreement and as set forth in the Deferred LTIP Payment Amount Statement, such amount to Sellers constitute a reduction to the Purchase Price; and (c) Fund IV Canada, Fund IV US and Hxxxxx will each direct the Vendor Representative to pay to Manulife from the amount otherwise due to such Vendor in accordance with their relative that Vendor’s share of the amount released from escrow (being that Vendor’s Pro Rata Interests in excess of any portion of the Indemnity Escrow Amount (the “Retained Amount”) calculated Share as adjusted pursuant to Section 2.9(1)) the amount determined under the following sentence with respect formula: Where: A = Such Vendor’s LTIP Responsibility Percentage; B = Such Vendor’s Pro Rata Share percentage; and C = an amount equal to all unresolved claims by Buyer Parties for Losses specified in any indemnity notice delivered to Sellers before the expiration of amount that the Indemnity Escrow Period (the “Unresolved Claims”). If there are any Unresolved Claims as of the expiration of the Indemnity Escrow Period, then all or a portion (as applicable) of the Indemnity Escrow Amount that equals the total amount of Losses then being claimed by Buyer Parties in all such Unresolved Claims shall be retained in the Indemnity Escrow Account, and as soon as reasonably practicable (but in any event within three business days) following resolution of each such Unresolved Claim and the payment of all Losses required to be paid in connection with the resolution of each such Unresolved Claim from the Indemnity Escrow Amount, Buyer and Sellers shall direct Vendor’s Representative directed the Escrow Agent to distribute pay to Sellers in accordance with their relative Pro Rata Interests any portion of the remaining amount in the Indemnity Escrow Account, if any, in excess of the Retained Amount for all of the remaining Unresolved ClaimsGolden Boy pursuant to Section 2.9(2)(b).

Indemnity Escrow Release. As soon as reasonably practicable (but in any event within three business daysA) following On the date that is 12 months after the Closing Date (the “Indemnity Escrow Period”)Release Date, Buyer and Sellers the Shareholders’ Representative shall direct deliver a joint instruction letter instructing the Escrow Agent to distribute disburse from the balance Indemnity Escrow Account to the Equityholders, by wire transfer of immediately available funds to the accounts set forth in the Allocation Schedule, an amount in cash equal to (i) the aggregate amount of funds on deposit in the Indemnity Escrow Account as of the Indemnity Escrow Amount, Release Date less (ii) the aggregate amount of all outstanding claims for indemnification (if any, ) by Buyer Indemnitees as specified in a certificate (the “Escrow Reserve Notice”) that is delivered by Buyer to Sellers in accordance with their relative Pro Rata Interests in excess of any portion of the Escrow Agent and the Shareholders’ Representative prior to the Indemnity Escrow Amount Release Date, which certificate shall identify each then outstanding claim by a Buyer Indemnitee for indemnification under Section 8.2(b) together with Buyer’s good faith estimate of the maximum amount for each such indemnification claim. Funds in an amount equal to the aggregate maximum amount of all claims specified on the Escrow Reserve Notice (the “Retained AmountEscrow Reserved Funds”) calculated shall remain on deposit in the Escrow Account until released to a Buyer Indemnitee in satisfaction of a resolved indemnification claim pursuant to Section 8.2(k)(i) or to the following sentence with respect Shareholders’ Representative pursuant to all unresolved claims by Buyer Parties Section 8.2(k)(ii). (B) After final resolution of an outstanding claim for Losses specified in any indemnity notice delivered to Sellers before the expiration of the Indemnity Escrow Period (the “Unresolved Claims”). If there are any Unresolved Claims as of the expiration of the Indemnity Escrow Period, then all or a portion (as applicable) of the Indemnity Escrow Amount that equals the total amount of Losses then being claimed by Buyer Parties in all such Unresolved Claims shall be retained indemnification identified in the Indemnity Escrow AccountReserve Notice, and as soon as reasonably practicable (but in any event within three business days) following resolution of each such Unresolved Claim Buyer and the payment of all Losses required Shareholders’ Representative shall promptly deliver a joint letter instructing the Escrow Agent to be paid in connection with the resolution of each such Unresolved Claim disburse from the Indemnity Escrow AmountAccount to the Equityholders, Buyer and Sellers shall direct by wire transfer of immediately available funds to the accounts set forth in the Allocation Schedule, the amount of the Escrow Agent Reserved Funds corresponding to distribute such resolved claim (net of any amounts of such Escrow Reserved Funds released to Sellers a Buyer Indemnitee in accordance with their relative Pro Rata Interests any portion satisfaction of such resolved claim pursuant to Section 8.2(k)(i)). (C) Any payments made to the remaining amount Equityholders pursuant to this Section 8.2(k)(ii) shall be allocated among the Equityholders as set forth in the Indemnity Escrow Account, if any, in excess of the Retained Amount for all of the remaining Unresolved ClaimsAllocation Schedule.

Indemnity Escrow Release. As soon (a) If the funds remaining in the Indemnity Escrow Account, including any interest accrued or income otherwise earned thereon, as reasonably practicable (but in any event within three business days) following of the date that is 12 eighteen (18) months after from the Closing Date (the “Indemnity 52 Escrow PeriodBalance”) exceed the aggregate dollar amount, as of the date that is eighteen (18) months from the Closing Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the date that is eighteen (18) months from the Closing Date in accordance with Section 9.6 (each, an “Unresolved Indemnity Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the date that is eighteen (18) months from the Closing Date being referred to as the “Pending Indemnity Claim Amount”), Buyer then the Sellers’ Representative and Sellers shall direct Purchaser shall, within three (3) Business Days following the date that is eighteen (18) months from the Closing Date, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the balance of release from the Indemnity Escrow AmountAccount an amount equal to the Indemnity Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis). (b) Following the date that is eighteen (18) months from the Closing Date, if anyan Unresolved Indemnity Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Indemnity Escrow Claim, deliver joint written instructions to Sellers the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Indemnitee an amount in cash determined in accordance with their relative Section 9.6, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Interests in excess of any portion of the Indemnity Escrow Amount (the “Retained Amount”Share basis) calculated pursuant an amount equal to the following sentence with respect to all unresolved claims amount (if any) by Buyer Parties for Losses specified in any indemnity notice delivered to Sellers before which the expiration of the Indemnity Escrow Period (the “Unresolved Claims”). If there are any Unresolved Claims as of the expiration of the Indemnity Escrow Period, then all or a portion (as applicable) of the Indemnity Escrow Amount that equals the total amount of Losses then being claimed by Buyer Parties in all such Unresolved Claims shall be retained funds remaining in the Indemnity Escrow Account, and including any interest accrued or income otherwise earned thereon, as soon as reasonably practicable (but in any event within three business days) following of the date of resolution of each such Unresolved Claim and the payment of all Losses required to be paid in connection with the resolution of each such Unresolved Claim from the Indemnity Escrow Amount, Buyer and Sellers shall direct Claim exceeds the Escrow Agent to distribute to Sellers in accordance with their relative Pro Rata Interests any portion aggregate amount of the remaining amount in the Indemnity Escrow Account, if any, in excess of the Retained Amount for all of the remaining Unresolved ClaimsPending Claim Amount.