Common use of Release from Escrow Clause in Contracts

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the Members’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Retention Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.7‎(d), within five (5) Business Days following the Expiration Date, Buyer and the Members’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Retention Escrow Fund an amount in the aggregate equal to (i) the amount held in the Retention Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(a).

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the MembersSecurityholders’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Retention Indemnity Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.7‎(d8.7(c), within five (5) Business Days following the Expiration Date, Buyer and the MembersSecurityholders’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Retention Indemnification Escrow Fund an amount in the aggregate equal to (i) the amount held in the Retention Indemnity Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each MemberIndemnifying Securityholder, it being acknowledged and agreed that such amount shall be released to the Payment Exchange Agent for distribution to the Members Indemnifying Securityholders in accordance with their respective Pro Rata PortionsShares. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Indemnity Escrow Fund shall be distributed to the Members Indemnifying Securityholders in accordance with the procedures set forth in this Section 10.7(a8.7(a).

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the Members’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Retention Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.7‎(d), within five (5) Business Days following the Expiration Date, Buyer and the Members’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Retention Escrow Fund an amount in the aggregate equal to (i) the amount held in the Retention Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) 77 minus (ii) the Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(a).

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the MembersSellers’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Retention Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.7‎(d9.7‎(b), within five (5) Business Days following the Expiration Date, Buyer and the MembersSellers’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Retention Escrow Fund an amount in the aggregate equal to (i) the amount held in the Retention Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to Indirect Member, on behalf of the Members Direct Members, in accordance with their respective each Indirect Member’s Pro Rata Portions. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Escrow Fund shall be distributed to the Members Indirect Members, on behalf of the Direct Members, in accordance with the procedures set forth in this Section 10.7(a9.7(a).