Common use of ON TERMINATION DATE Clause in Contracts

ON TERMINATION DATE. On the Termination Date, the Escrow Agent shall deliver to TriZetto and the Representative a statement of the value (computed in accordance with Section 4.4 hereof) of the remaining balance of the Escrowed Property then remaining in the Escrow Account, and the total amount of all claims made pursuant to Sections 4 or 5 hereof in connection with the Escrow Account and not therefore resolved and paid (the excess, if any, of such remaining balance in such Escrow Account over the total amount of such claims against such Escrow Account shall be referred to as the "Final Escrow Balance"). TriZetto and the Representative each shall review the accuracy of the Final Escrow Balance and notify the Escrow Agent and each other of any asserted discrepancy within ten (10) business days of receipt of the foregoing statement. If the Escrow Agent has not been notified of any discrepancy by TriZetto or the Representative within the ten (10) business day period specified in the preceding sentence, then within twenty (20) business days after receipt by TriZetto and the Representative of such statement, the Escrow Agent shall deliver to each of the Partners an amount of the Escrowed Property representing such Partner's Pro Rata Share of the Final Escrow Balance constituting Escrowed Property, free and clear of the Escrow created by this Agreement. After the last claim shall have been resolved pursuant to Sections 4 and 5 hereof and all Escrowed Property deliverable to TriZetto upon the resolution of all such claims has been delivered to TriZetto, the remaining balance, if any, of the Escrowed Property shall promptly be delivered by the Escrow Agent to each Partner pro rata, based on each Partner's Pro Rata Share, free and clear of the Escrow created by this Agreement.

ON TERMINATION DATE. On the Termination Date, the Escrow Agent shall deliver to TriZetto Platinum and the Representative a statement of the value (computed in accordance with Section 4.4 hereof) of the remaining balance of the Escrowed Property then remaining in the Escrow Account, and the total amount of all claims made pursuant to Sections 4 or 5 hereof in connection with the Escrow Account and not therefore resolved and paid (the excess, if any, of such remaining balance in such Escrow Account over the total amount of such claims against such Escrow Account shall be referred to as the "Final Escrow Balance"). TriZetto Platinum and the Representative each shall review the accuracy of the Final Escrow Balance and notify the Escrow Agent and each other of any asserted discrepancy within ten (10) business days of receipt of the foregoing statement. If the Escrow Agent has not been notified of any discrepancy by TriZetto Platinum or the Representative within the ten (10) business day period specified in the preceding sentence, then within twenty (20) business days after receipt by TriZetto Platinum and the Representative of such statement, the Escrow Agent shall deliver to each of the Partners CSI Shareholders an amount of the Escrowed Property representing such PartnerCSI Shareholder's Pro Rata Share of the Final Escrow Balance constituting Escrowed Property, free and clear of the Escrow created by this Agreement. After the last claim shall have been resolved pursuant to Sections 4 and 5 hereof and all Escrowed Property deliverable to TriZetto Platinum upon the resolution of all such claims has been delivered to TriZettoPlatinum, the remaining balance, if any, of the Escrowed Property shall promptly be delivered by the Escrow Agent to each Partner CSI Shareholder pro rata, based on each Partnerthe CSI Shareholder's Pro Rata Share, free and clear of the Escrow created by this Agreement.

ON TERMINATION DATE. On the Termination Date, the Escrow Agent shall deliver to TriZetto and the Representative a statement of the value (computed in accordance with Section 4.4 hereof) of the remaining balance of the Escrowed Property then remaining in the Escrow Account, and the total amount of all claims made pursuant to Sections 4 or 5 hereof in connection with the Escrow Account which remain unresolved and not therefore resolved and paid unpaid (the excess, if any, of such remaining balance in such Escrow Account over the total amount of such claims against such Escrow Account shall be referred to as the "Final Escrow Balance"). TriZetto and the Representative each shall review the accuracy of the Final Escrow Balance and notify the Escrow Agent and each other of any asserted discrepancy within ten (10) business days of receipt of the foregoing statement. If the Escrow Agent has not been notified of any discrepancy by TriZetto or the Representative within the ten (10) business day period specified in the preceding sentence, then within twenty (20) 20 business days after receipt by TriZetto and the Representative of such statement, the Escrow Agent shall deliver to each of the Partners Finserv Securityholders an amount of the Escrowed Property representing such PartnerFinserv Securityholder's Pro Rata Share of the Final Escrow Balance constituting Escrowed Property, free and clear of the Escrow created by this Agreement. After the last claim shall have been resolved pursuant to Sections 4 and 5 hereof and all Escrowed Property deliverable to TriZetto upon the resolution of all such claims has been delivered to TriZetto, the remaining balance, if any, of the Escrowed Property shall promptly be delivered by the Escrow Agent to each Partner Finserv Securityholder pro rata, based on each PartnerFinserv Securityholder's Pro Rata Share, free and clear of the Escrow created by this Agreement.

ON TERMINATION DATE. On the Termination Date, the Escrow Agent shall deliver to TriZetto Elmer's and the Representative a statement of the value (computed in accordance with Section 4.4 hereof) of the remaining balance of the Escrowed Property then remaining in the Escrow Account, and the total amount of all claims made pursuant to Sections Section 4 or 5 hereof in connection with the Escrow Account and not therefore as of then resolved and paid (the excess, if any, of such remaining balance in such Escrow Account over the total amount of such claims against such Escrow Account shall be referred to as the "Final Escrow Balance"). TriZetto Elmer's and the Representative each shall review the accuracy of the Final Escrow Balance and notify the Escrow Agent and each other of any asserted discrepancy or of the absence of any discrepancy within ten (10) business days of receipt of the foregoing statement. If Upon the Escrow Agent has not been notified Agent's notification of any no discrepancy by TriZetto or Elmer's and the Representative within the ten (10) business day period specified in the preceding sentence, then within twenty (20) business days after receipt by TriZetto Elmer's and the Representative of such statement, the Escrow Agent shall deliver to each of the Partners Escrow Indemnitors an amount of the Escrowed Property representing such PartnerEscrow Indemnitor's Pro Rata Share of the Final Escrow Balance constituting Escrowed Property, free and clear of the Escrow created by this Agreement. If either Elmer's or the Representative notifies the Escrow Agent of a discrepancy, any dispute with respect to such discrepancy shall be resolved by mandatory binding arbitration as provided in Section 5. After the last claim shall have been resolved pursuant to Sections 4 and 5 hereof and all Escrowed Property deliverable to TriZetto Elmer's upon the resolution of all such claims has been delivered to TriZettoElmer's, the remaining balance, if any, of the Escrowed Property shall promptly be delivered by the Escrow Agent to each Partner Escrow Indemnitor pro rata, based on each Partnerthe Escrow Indemnitor's Pro Rata Share, free and clear of the Escrow created by this Agreement.