Common use of Release from Escrow Fund Clause in Contracts

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. As soon as practicable, but in no event later than Within five (5) Business Days, business days following expiration the twelve (12) month anniversary of the Survival Period Closing (the “Release Date”), the Indemnification following number of Escrow Shares will be released from escrow to the Owners’ Representative: (A) the remaining number of Escrow Participant Shares in the Escrow Fund, less (B) the number of Indemnification Escrow Shares (at an assumed using a value per Escrow Share equal to the Escrow Share Value per Indemnification Escrow Sharegreater of the (I) reasonably necessary the VWAP for the five (5) trading days immediately prior to serve as security such payment and (II) the VWAP for the five (5) trading days immediately prior to the Closing) equal to the amount of any potential Losses set forth in any Indemnification Direct Claim Notice or Third-Party Claim Notice delivered by the Purchaser Acquirer prior to the expiration Release Date with respect to any pending but unresolved claim for indemnification; provided that in lieu of the Survival Period that remain pending and unresolved. Prior to Escrowed Shares being retained in the Release DateEscrow Fund under clause (B) above, the ShareholdersOwners’ Representative may elect to deliver cash in immediately available funds equal to value of such Escrowed Shares to an escrow agent mutually agreed by Xxxxxxxx and Owners’ Representative and Acquirer and the Purchaser Owners’ Representative shall jointly issue enter into a mutually acceptable escrow agreement to hold such amount. If Owners’ Representative elects to provide cash in lieu of retaining Escrow Shares in the Escrow Agent Fund, then upon confirmation from the escrow agent that the cash amount has been received Acquirer and Owners’ Representative shall execute a certificate executed by each of them instructing joint written authorization necessary to release the remaining Escrowed Shares from the Escrow Agent to release such number Fund. Escrow Shares, or cash in lieu thereof, retained in escrow as a result of Indemnification Escrow Shares determined clause (B) in accordance with this Section 10.3(d). Promptly, but in no event later than five (5) Business Days, following the immediately preceding sentence shall be released promptly upon resolution of the related claim for indemnification 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 Purchaser9.

Release from Escrow Fund. As soon as practicable, but in no event later than Within five (5) Business Days, business days following expiration of the Survival Period (the “Release Date”), the Indemnification Escrow Shares will be released from escrow to the Escrow Participant Stockholders’ Representative less the number or amount of Indemnification Escrow Shares (valued at an assumed the then market value per share) equal to the Escrow Share Value per Indemnification Escrow Share) reasonably necessary to serve as security for amount of any potential Losses set forth in any Indemnification Notice delivered by from the Purchaser prior with respect to the expiration of the Survival Period that remain any pending and unresolvedbut unresolved claim for indemnification. Prior to the Release Date, the ShareholdersStockholders’ Representative and the Purchaser shall jointly issue to the Escrow Agent a certificate executed by each of them him (which shall not be unreasonably withheld, conditioned or delayed) instructing the Escrow Agent to release such number of Indemnification Escrow Shares determined in accordance with this Section 10.3(d). Promptly, but Any Escrow Shares retained in no event later than five (5) Business Days, following escrow as a result of the immediately preceding sentence shall be released and transferred to the Stockholders’ Representative promptly upon resolution of the related claim for indemnification 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 X. Notwithstanding anything to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent contrary contained herein, any indemnification payments will be made to release to the Escrow Participant the number of Indemnification Purchaser or its successors. Any Escrow Shares retained in escrow following the resolution of such claim(s) and not released to Purchaserreceived by Purchaser as an indemnification payment shall be promptly cancelled by Purchaser after its receipt thereof.

Release from Escrow Fund. As soon as practicable, but in no event later than Within five (5) Business Days, business days following expiration of the Survival Period (the “Release Date”), the Indemnification Escrow Shares will be released from escrow to the Escrow Participant Shareholders’ Representative less the number or amount of Indemnification Escrow Shares (valued at an assumed the then market value per share) equal to the Escrow Share Value per Indemnification Escrow Share) reasonably necessary to serve as security for amount of any potential Losses set forth in any Indemnification Notice delivered by from the Purchaser prior with respect to the expiration of the Survival Period that remain any pending and unresolvedbut unresolved claim for indemnification. 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 him (which shall not be unreasonably withheld) instructing the Escrow Agent to release such number of Indemnification Escrow Shares determined in accordance with this Section 10.3(d11.3(d). Promptly, but Any Escrow Shares retained in no event later than five (5) Business Days, following escrow as a result of the immediately preceding sentence shall be released and transferred to the Shareholders’ Representative promptly upon resolution of the related claim for indemnification 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 XI. Notwithstanding anything to the contrary contained herein, any indemnification payments will be made to Purchaser or its successors. Any Escrow Agent a certificate executed Shares received by each Purchaser as an indemnification payment shall be promptly cancelled by Purchaser after its receipt thereof. For the avoidance of them instructing doubt, any Fraud Claim shall not be limited by 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 PurchaserFund.

Release from Escrow Fund. As soon as practicable, but in no event later than five (5) Business Days, following expiration the date that is, in the case of the Survival Period Indemnification Escrow Shares, 24 months after the Closing Date (the “General Indemnification Release Date”), the Indemnification Escrow Shares will be released from escrow to the 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 Purchaser Parent prior to the expiration of the Survival Period Release Date that remain pending and unresolved. Prior to the General Indemnification Release Date, the Shareholders’ Representative and the Purchaser 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 Date, the Shareholders’ Representative and the Purchaser Parent shall jointly issue to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent to release to the Escrow Participant Participants the number of Indemnification Escrow Shares retained in escrow following the resolution of such claim(s) and not released to PurchaserParent, 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 pending and unresolved.

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 Participants (in accordance with such Escrow Participant’s Escrow Pro Rata Portion) 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 (in accordance with such Escrow Participant’s Escrow Pro Rata Portion) determined in accordance with this Section 10.3(d11.4(d). Promptly, but in no event later than five (5) Business Days, following the resolution in accordance with the provisions of this Article X XI 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 each Escrow Participant (in accordance with such Escrow Participant’s Escrow Pro Rata Portion) 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. As soon as practicable, but in no event later than Within five (5) Business Days, business days following expiration of the Survival Period (the “Release Date”), the Indemnification Escrow Shares will be released from escrow to the Escrow Participant Shareholders’ Representative less the number or amount of Indemnification Escrow Shares (valued at an assumed the then market value per share) equal to the Escrow Share Value per Indemnification Escrow Share) reasonably necessary to serve as security for amount of any potential Losses set forth in any Indemnification Notice delivered by from the Purchaser prior with respect to the expiration of the Survival Period that remain any pending and unresolvedbut unresolved claim for indemnification. 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 him (which shall not be unreasonably withheld) instructing the Escrow Agent to release such number of Indemnification Escrow Shares determined in accordance with this Section 10.3(d11.4(d). Promptly, but Any Escrow Shares retained in no event later than five (5) Business Days, following escrow as a result of the immediately preceding sentence shall be released and transferred to the Shareholders’ Representative promptly upon resolution of the related claim for indemnification 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 XI. Notwithstanding anything to the contrary contained herein, any indemnification payments will be made to Purchaser or its successors. Any Escrow Agent a certificate executed Shares received by each Purchaser as an indemnification payment shall be promptly cancelled by Purchaser after its receipt thereof. For the avoidance of them instructing doubt, any Fraud Claim shall not be limited by 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 PurchaserFund.

Release from Escrow Fund. As soon as practicable, but in no event later than Within five (5) Business Days, business days following expiration of the Survival Period (the “Release Date”), the Indemnification Escrow Shares will be released from escrow to the and any Escrow Participant Distributions, less the number or amount of Indemnification Escrow Shares (valued at an assumed value the VWAP of the Purchaser Common Shares for the period of twenty trading days ending at the close of business on the Release Date (or if the Release Date is not a trading day, the close of business on the first trading day after the Release Date)) equal to the Escrow Share Value per Indemnification Escrow Share) reasonably necessary to serve as security for amount of any potential Losses set forth in any Indemnification Notice delivered by pursuant to the terms of Article XI from the Purchaser with respect to any pending but unresolved claim for indemnification, will be released from escrow to the Shareholders as of immediately prior to the expiration of the Survival Period that remain pending and unresolvedEffective Time. Prior to the Release Date, the Shareholders’ Representative Purchaser and the Purchaser Company shall jointly issue to the Escrow Agent a certificate executed by each of them it (which shall not be unreasonably withheld) instructing the Escrow Agent to release such number of Indemnification Escrow Shares determined in accordance with this Section 10.3(d11.3(d). Promptly, but Any Escrow Shares retained in no event later than five (5) Business Days, following escrow as a result of the immediately preceding sentence shall be released and transferred for distribution to the Shareholders promptly upon resolution of the related claim for indemnification 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 XI. Notwithstanding anything to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent contrary contained herein, any indemnification payments will be made to release to the Escrow Participant the number of Indemnification Purchaser or its successors. Any Escrow Shares retained in escrow following the resolution of such claim(s) and not released to Purchaserreceived by Purchaser as an indemnification payment shall be promptly cancelled by Purchaser after its receipt thereof.

Release from Escrow Fund. As soon as practicable, but in no event later than Within five (5) Business Days, business days following expiration of the Survival Period (the “Release Date”), the Indemnification Escrow Shares will be released from escrow to the Escrow Participant Principal Shareholders’ Representative less the number or amount of Indemnification Escrow Shares (valued at an assumed the then market value per share) equal to the Escrow Share Value per Indemnification Escrow Share) reasonably necessary to serve as security for amount of any potential Losses set forth in any Indemnification Notice delivered by from the Purchaser prior with respect to the expiration of the Survival Period that remain any pending and unresolvedbut unresolved claim for indemnification. Prior to the Release Date, the Principal Shareholders’ Representative and the Purchaser shall jointly issue to the Escrow Agent a certificate executed by each of them him (which shall not be unreasonably withheld) instructing the Escrow Agent to release such number of Indemnification Escrow Shares determined in accordance with this Section 10.3(d11.3(d). Promptly, but Any Escrow Shares retained in no event later than five (5) Business Days, following escrow as a result of the immediately preceding sentence shall be released and transferred to the Principal Shareholders’ Representative promptly upon resolution of the related claim for indemnification 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 XI. Notwithstanding anything to the contrary contained herein, any indemnification payments will be made to Purchaser or its successors. Any Escrow Agent a certificate executed Shares received by each Purchaser as an indemnification payment shall be promptly cancelled by Purchaser after its receipt thereof. For the avoidance of them instructing doubt, any Fraud Claim shall not be limited by 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 PurchaserFund.

Release from Escrow Fund. As soon as practicable, but in no event later than Within five (5) Business Days, business days following expiration of the Survival Period (the “Release Date”), the Indemnification Escrow Shares will be released from escrow to the and any Escrow Participant Distributions, less the number or amount of Indemnification Escrow Shares (valued at an assumed value the VWAP of the shares of Purchaser Common Stock for the period of twenty trading days ending at the close of business on the Release Date (or if the Release Date is not a trading day, the close of business on the first trading day after the Release Date)) equal to the Escrow Share Value per Indemnification Escrow Share) reasonably necessary to serve as security for amount of any potential Losses set forth in any Indemnification Notice delivered by pursuant to the terms of Article XI from the Purchaser with respect to any pending but unresolved claim for indemnification, will be released from escrow to the Shareholders as of immediately prior to the expiration of the Survival Period that remain pending and unresolvedEffective Time. 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 it (which shall not be unreasonably withheld) instructing the Escrow Agent to release such number of Indemnification Escrow Shares determined in accordance with this Section 10.3(d11.3(d). Promptly, but Any Escrow Shares retained in no event later than five (5) Business Days, following escrow as a result of the immediately preceding sentence shall be released and transferred to the Exchange Agent for distribution to the Shareholders promptly upon resolution of the related claim for indemnification 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 XI. Notwithstanding anything to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent contrary contained herein, any indemnification payments will be made to release to the Escrow Participant the number of Indemnification Purchaser or its successors. Any Escrow Shares retained in escrow following the resolution of such claim(s) and not released to Purchaserreceived by Purchaser as an indemnification payment shall be promptly cancelled by Purchaser after its receipt thereof.