Release from Escrow Fund. As soon as practicable, but in no event later than five (5) Business Days, following expiration of the Survival Period (the “Release Date”), the Indemnification Escrow Shares will be released from escrow to the Escrow Participant less the number of Indemnification Escrow Shares (at an assumed value equal to the Escrow Share Value per Indemnification Escrow Share) reasonably necessary to serve as security for Losses set forth in any Indemnification Notice delivered by the Purchaser prior to the expiration of the Survival Period that remain pending and unresolved. Prior to the Release Date, the Shareholders’ Representative and the Purchaser shall jointly issue to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent to release such number of Indemnification Escrow Shares determined in accordance with this Section 10.3(d). Promptly, but in no event later than five (5) Business Days, following the resolution in accordance with the provisions of this Article X of any claim(s) for indemnification that remain unresolved as of the Release Date the Shareholders’ Representative and the Purchaser shall jointly issue to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent to release to the Escrow Participant the number of Indemnification Escrow Shares retained in escrow following the resolution of such claim(s) and not released to Purchaser.
Release from Escrow Fund. Within five (5) business days following expiration of the Survival Period (the “Release Date”), the remaining Escrow Shares will be released from escrow to the Stockholders’ Representative less the number or amount of Escrow Shares (at an assumed value of $10.00 per Escrow Share) equal to the amount of any potential Losses set forth in any Indemnification Notice from Purchaser with respect to any pending but unresolved claim for indemnification. Prior to the Release Date, the Stockholders’ Representative shall issue to the Escrow Agent a certificate executed by it instructing the Escrow Agent to release such number of Escrow Shares determined in accordance with this Section 11.3(d). Any Escrow Shares retained in escrow as a result of the immediately preceding sentence shall be released to the Stockholders’ Representative promptly upon resolution of the related claim for indemnification in accordance with the provisions of this Article XI.
Release from Escrow Fund. Promptly following the 12-month anniversary of the Closing Date, the Escrow Agent shall directly (or through a payment agent) distribute the portion of the cash remaining in the Escrow Fund in excess of 50% of the Escrow Cash, less the aggregate Holdback Amount, less the amount that has then been distributed from the Escrow Fund to any Parent Indemnitee, if any, to the Company Indemnitors in accordance with the terms of this Section 9.8 and the Escrow Agreement. Promptly following the 30-month anniversary of the Closing Date, the Escrow Agent shall directly (or through a payment agent) distribute the remainder of the cash in the Escrow Fund, less the aggregate Holdback Amount, if any, to the Company Indemnitors in accordance with the terms of this Section 9.8 and the Escrow Agreement. Any portion of any Holdback Amount that thereafter is finally determined to not be payable to the Parent Indemnitees shall immediately thereafter be distributed to the Company Indemnitors in accordance with the terms of this Section 9.8 and the Escrow Agreement.
Release from Escrow Fund. As soon as practicable, but in no event later than five (5) Business Days, following the date that is, in the case of the Indemnification Escrow Shares, 24 months after the Closing Date (the “General Indemnification Release Date”), the Indemnification Escrow Shares will be released from escrow to each Escrow Participant less (x) the number of Indemnification Escrow Shares (at an assumed value equal to the Escrow Share Value per Indemnification Escrow Share) previously delivered to Parent in payment for indemnification for Losses pursuant to Sections 10.1 and 10.2, and (y) such additional Indemnification Escrow Shares reasonably necessary to serve as security for Losses set forth in any Indemnification Notice delivered by the Parent prior to the Release Date that remain pending and unresolved. Prior to the General Indemnification Release Date, the Shareholders’ Representative and the Parent shall jointly issue to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent to release such number of Indemnification Escrow Shares determined in accordance with this Section 10.3(d). Promptly, but in no event later than five (5) Business Days, following the resolution in accordance with the provisions of this Article X of any claim(s) for indemnification that remain unresolved as of the Release Date, the Shareholders’ Representative and the Parent shall jointly issue to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent to release to the Escrow Participants the number of Indemnification Escrow Shares retained in escrow following the resolution of such claim(s) and not released to Parent, and otherwise as provided in the Indemnification Escrow Agreement. The Escrow Agent shall retain the Supplemental Indemnification Escrow Shares until a date that is (A) the earlier of the date(s) provided in the Escrow Agreement and (B) 36 months after the Closing Date (the “Supplemental Indemnification Release Date”), less (x) the number of Supplemental Indemnification Escrow Shares (at an assumed value equal to the Escrow Share Value per Supplemental Indemnification Escrow Share) previously delivered to Parent in payment for indemnification for Losses pursuant to Section 10.2, and (y) such additional Supplemental Indemnification Shares reasonably necessary to serve as security for Losses set forth in any Indemnification Notice delivered by the Parent prior to the Supplemental Indemnification Release Date that remain pen...
Release from Escrow Fund. (a) Upon the execution of this Agreement, the Parties shall execute joint written escrow instructions in the form attached hereto as Exhibit A which shall:
(i) authorize the release of Two Hundred One Thousand One Hundred Twenty Nine and 30/100 Dollars ($201,129.30) cash and 126,250 shares of Allegro common stock from the Escrow Fund to the Members; and
(ii) authorize the release of One Hundred Fifty One Thousand Six Hundred Twenty Eight and 08/100 Dollars ($151,628.08) cash and 124,961 shares of Allegro common stock from the Escrow Fund to Allegro.
(b) The Parties hereby agree and acknowledge that the cash payments and distributions of shares described above shall:
(i) be made in consideration of the Parties entering into this Agreement and such payments and distributions are not contingent upon the settlement of the Claims; and
(ii) notwithstanding anything in Section 2(b)(i) to the contrary, serve as a credit toward any amount of cash or shares awarded to either Party pursuant to any settlement agreement and/or Award (as defined below) relating to the Claims. Such credit shall be dollar for dollar and share for share.
(c) In addition, upon the execution of this Agreement, the Parties shall execute joint written escrow instruction in the form attached hereto as Exhibit B, directing the Escrow Agent to release all remaining Escrow Funds and Escrow Shares from the Escrow in accordance with the Award of the Arbitrator (as each such term is defined below), if any.
Release from Escrow Fund. Promptly following the 15 month anniversary of the Closing Date, the Escrow Agent shall directly (or through a Payment Agent) distribute any cash and shares of Parent Common Stock remaining in the Escrow Fund to the Indemnitors in accordance with the terms of this Section 9.9 and the Escrow Agreement. Notwithstanding the foregoing, if on or prior to the 15 month anniversary of the Closing Date, any Indemnitee has made an Indemnification Demand containing a claim which has not been resolved prior to the 15 month anniversary of the Closing Date, the Escrow Agent shall hold back from such distribution and retain in the Escrow Fund after such date an amount equal to the Asserted Damages Amount or contested portion of the Asserted Damages Amount, as the case may be, with respect to all claims which have not then been resolved (the “Holdback Amount”), first applied against cash in the Escrow Fund and second (following exhaustion of cash in the Escrow Fund, subject to the limitation set forth in Section 3.4 of the Escrow Agreement) applied against such number of shares of Parent Common Stock in the Escrow Fund as have an aggregate Value equal to the Holdback Amount less any cash applied thereto, until such claims are resolved.
Release from Escrow Fund. Unless a claim is pending in accordance with Section 2(d) or (e), the Escrow Agent shall distribute to the Holders, as applicable, within five business days following the Expiration Date, all Escrow Shares remaining in the Escrow Fund as of their applicable Expiration Date, net of applicable withholding taxes with respect to dividends or other distributions pursuant to Section 2(c), in accordance with Exhibit A. For purposes of this Agreement, "Expiration Date" shall mean:
Release from Escrow Fund. Upon the expiration of the Survival Period (the “Release Date”), the Escrow Shares and the Escrow Income shall be released from the Escrow Account to the Stockholders’ Representative for distribution to the Stockholders less the number or amount of Escrow Shares equal to the amount of any losses from Claims set forth in any Indemnification Notice from the Purchaser with respect to any pending but unresolved claim for indemnification. Prior to the Release Date, the Stockholders’ Representative and the Purchaser shall jointly issue to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent to release such number of Escrow Shares determined in accordance with this Section 10.4(d). Any Escrow Shares retained in escrow as a result of the immediately preceding sentence shall be released to the Stockholders’ Representative promptly upon resolution of the related claim for indemnification in accordance with the provisions of this ARTICLE X.
Release from Escrow Fund. Within five (5) Business Days following expiration of the Survival Period (the “Release Date”), the remaining Escrow Consideration will be released from escrow to the Members’ Representative less the portion of the Escrow Consideration (at an assumed value of $10.00 per Up-C Unit comprising the Escrow Consideration) equal to the amount of any potential Losses set forth in any Indemnification Notice, complying with the requirements and received by the Member’s Representative as set forth in Section 11.3, with respect to any pending but unresolved claim for indemnification. Prior to the Release Date, the Members’ Representative shall issue to the Escrow Agent a certificate executed by it instructing the Escrow Agent to release such number Up-C Units comprising the Escrow Consideration as determined in accordance with this Section 11.4(d). Any Escrow Consideration retained in escrow as a result of the immediately preceding sentence shall be released to the Members’ Representative promptly upon resolution of the related claim for indemnification in accordance with the provisions of this Article XI.
Release from Escrow Fund. Within five (5) business days following expiration of the Survival Period (the “Release Date”), the Escrow Securities will be released from the Escrow Fund to the Stockholders less the number or amount of Escrow Securities (at an assumed value of $10.00 per Escrow Share and at the face value per Escrow Note, but pro rata based on the relative aggregate values of the Escrow Securities) equal to the amount of Adverse Consequences set forth in any Indemnification Notice from Buyer with respect to any pending but unresolved claim for indemnification. Prior to the Release Date, the Buyer’s Representative and the Stockholders’ Representative shall issue to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent to release such number of Escrow Securities determined in accordance with this Section 11.6(e). Any Escrow Securities retained in the Escrow Fund as a result of the immediately preceding sentence shall be released to the Stockholders or Buyer, as appropriate, promptly upon resolution of the related claim for indemnification in accordance with the provisions of this Article XI.
