Common use of Release of Escrow Amount Clause in Contracts

Release of Escrow Amount. On the six (6)-month anniversary of the Closing Date (such date, the “Escrow Release Date”), an amount equal to the then-remaining Escrow Amount (after taking into account any disbursement of funds prior to the date thereof and less any portion of the Escrow Account subject to any outstanding unresolved claim for indemnification delivered to Seller on or prior to such date) shall be promptly disbursed to Seller (within two (2) Business Days), and Buyer and Seller shall send a joint disbursement notice to the Escrow Agent instructing the Escrow Agent to disburse to Seller the then-remaining Escrow Amount to which Seller is entitled; provided, however, if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee as provided in this Article VIII on or prior to the Escrow Release Date, then any portion of the remaining Escrow Amount subject to such outstanding unresolved claim shall continue to be held by the Escrow Agent and, if any Escrow Amount remains following the resolution of any such claims, shall be promptly disbursed to Seller (and Buyer and Seller shall issue a joint disbursement notice to the Escrow Agent to effect such disbursement as provided in the Escrow Agreement) at such time such outstanding but unresolved claims as of the Escrow Release Date are resolved in accordance with this Article VIII. In the event that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Release Date or (b) at any time after all funds available in the Escrow Account have been fully disbursed, such Buyer Indemnitee may proceed against Seller for indemnification in accordance with this Article VIII.

Release of Escrow Amount. (a) Upon the final resolution of the amount of a Purchaser Indemnitee’s Losses in respect of any claim for indemnification under this Agreement for which such Purchaser Indemnitee shall have delivered a Notice to the Sellers and the Escrow Agent in accordance with the terms of this Agreement (a “Pending Claim”), the Seller Representative and Purchaser shall jointly instruct the Escrow Agent under the Escrow Agreement to deliver to the pertinent Purchaser Indemnitee the amount of such Losses resolved as payable from the Escrow Agent to such Purchaser Indemnitee (subject to the limitations set forth in this Article X, including Section 10.4(g)). (b) On the six second Business Day following the twelve (6)-month 12) month anniversary of the Closing Date (such dateDate, the “Purchaser and the Seller Representative shall, with respect to each Seller, issue a joint instruction, and the Escrow Release Date”), Agent shall deliver to the Seller Representative (for distribution to such Seller) (i) the Escrow Amount remaining in such Seller’s Sub-Account minus (ii) the aggregate amount of all Pending Claims then outstanding to the extent Losses in respect of such Pending Claims are potentially payable from such Seller’s Sub-Account. The Escrow Agent shall retain in such Seller’s Sub-Account an amount equal to the thenaggregate amount of all Pending Claims outstanding to the extent Losses in respect of such Pending Claims are potentially payable from such Seller’s Sub-remaining Account (such Seller’s “Indemnity Reserve Amount”) until such claims are finally resolved and the Escrow Agent receives notice to such effect pursuant to joint instructions from Purchaser and the Seller Representative or until release in accordance with Section 10.5(c). (c) Following final resolution of any Pending Claim for which an Indemnity Reserve Amount has been established with respect to a given Seller, the Seller Representative and Purchaser shall jointly instruct the Escrow Agent under the Escrow Agreement to deliver to the Seller Representative (for distribution to such Seller) the excess of any Escrow Amount remaining in such Seller’s Sub-Account minus the sum of all such Seller’s remaining Indemnity Reserve Amounts in respect of Pending Claims then outstanding. (after taking into account any disbursement d) Any release of funds prior to the date thereof and less any a portion of the Escrow Account subject Amount to any outstanding unresolved claim for indemnification delivered Purchaser shall consist of (i) cash to Seller on or prior the extent payable from the Sub-Accounts of Non-Employee Sellers and (ii) Purchaser Common Stock to such date) the extent payable from the Sub-Accounts of Employee Sellers. The value of one share of Purchaser Common Stock shall be promptly disbursed deemed to Seller (within two (2) Business Days), and Buyer and Seller shall send a joint disbursement notice to equal the Escrow Agent instructing the Escrow Agent to disburse to Seller the then-remaining Escrow Amount to which Seller is entitled; provided, however, if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee as provided in this Article VIII on or prior to the Escrow Release Date, then any portion of the remaining Escrow Amount subject to such outstanding unresolved claim shall continue to be held by the Escrow Agent and, if any Escrow Amount remains following the resolution of any such claims, shall be promptly disbursed to Seller (and Buyer and Seller shall issue a joint disbursement notice to the Escrow Agent to effect such disbursement as provided in the Escrow Agreement) at such time such outstanding but unresolved claims as of the Escrow Release Date are resolved in accordance with this Article VIII. In the event that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Release Date or (b) at any time after all funds available in the Escrow Account have been fully disbursed, such Buyer Indemnitee may proceed against Seller for indemnification in accordance with this Article VIIIStock Price.

Release of Escrow Amount. On Promptly following the six Escrow Expiration Date, the Escrow Agent shall distribute to the Sellers’ Representative, who shall proceed to distribute to the Sellers in accordance with the percentage amounts to which each Seller is entitled under this Agreement and the Escrow Agreement, as set forth on Exhibit 2.3(c), the Escrow Amount then remaining in the Escrow Account (6)-month anniversary including accrued interests and other income) to such accounts designated by the Sellers minus the aggregate dollar amount of claims for Damages made by all Buyer Indemnified Parties pursuant to Article VII hereof (the “Aggregate Outstanding Claims”) which are then outstanding and unresolved (such amount of the Closing retained Escrow Amount, as it may be further reduced after the Escrow Expiration Date (such dateby distributions to the Sellers’ Representative as set forth below and recoveries by the Buyer Indemnified Parties pursuant to Article VII hereof and the Escrow Agreement, the “Retained Escrow Release DateAmount”). For purposes of clarification, in the event that the amount of the Aggregate Outstanding Claims exceeds the remaining Escrow Amount, all the remaining Escrow Amount shall be retained in the Escrow Account as the Retained Escrow Amount. In the event and to the extent that after the Escrow Expiration Date any outstanding claim made by any Buyer Indemnified Party pursuant to Article VII hereof is resolved against such Buyer Indemnified Party, the Escrow Agent shall distribute to the Sellers’ Representative, who shall proceed to distribute to the Sellers in accordance with the percentage amounts to which each Seller is entitled under this Agreement and the Escrow Agreement, as set forth on Exhibit 2.3(c), to such accounts designated by the Sellers an aggregate amount of the Retained Escrow Amount equal to the amount of the outstanding claim resolved against such Buyer Indemnified Party; provided, however, that such distribution shall only be made to the extent that the Retained Escrow Amount remaining after such distribution would be sufficient to cover the amount of the Aggregate Outstanding Claims that are still unresolved at such time. In the event and to the extent that after the Escrow Expiration Date any outstanding claim made by any Buyer Indemnified Party pursuant to Article VII hereof is resolved in favor of such Buyer Indemnified Party, such Buyer Indemnified Party shall be entitled to recover pursuant to Article VII hereof an amount equal to the then-remaining Escrow Amount (after taking into account any disbursement of funds prior to the date thereof and less any portion amount of the Escrow Account subject to any outstanding unresolved claim for indemnification delivered to Seller on or prior to such date) shall be promptly disbursed to Seller (within two (2) Business Days), and Buyer and Seller shall send a joint disbursement notice to the Escrow Agent instructing the Escrow Agent to disburse to Seller the then-remaining Escrow Amount to which Seller is entitled; provided, however, if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee as provided in this Article VIII on or prior to the Escrow Release Date, then any portion of the remaining Escrow Amount subject to such outstanding unresolved claim shall continue to be held by the Escrow Agent and, if any Escrow Amount remains following the resolution of any such claims, shall be promptly disbursed to Seller (and Buyer and Seller shall issue a joint disbursement notice to the Escrow Agent to effect such disbursement as provided in the Escrow Agreement) at such time such outstanding but unresolved claims as of the Escrow Release Date are resolved in accordance with this Article VIII. In the event that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Release Date or (b) at any time after all funds available in the Escrow Account have been fully disbursed, favor of such Buyer Indemnitee may proceed against Seller for indemnification in accordance with this Article VIIIIndemnified Party.

Release of Escrow Amount. On (a) Upon the six (6)-month anniversary expiration of the Closing Date General Escrow Period if prior to the expiration of the Claims Matter Escrow Period (and after giving effect (i) to any adjustment to the balance of the Escrow Account pursuant to Section 2.05 hereof and (ii) any payments to an Indemnified Party made following the adjustment contemplated by clause (i)), if the balance of the Escrow Account exceeds $5,000,000 minus the aggregate amount, if any, of distribution made prior to such date, date from the Escrow Account with respect to claims made under Section 10.02(a)(ix) (the “Escrow Release DateExcess”), Buyer and the Sellers’ Representative shall deliver written authorization to the Escrow Agent within five Business Days after the expiration of such General Escrow Period instructing the Escrow Agent to pay to (x) the Paying Agent an amount equal to the thenproduct of the aggregate Applicable Post-remaining Closing Consideration Percentages of all Sellers and EI multiplied by the Escrow Amount Excess (after taking into account any disbursement of funds prior and the Paying Agent shall distribute such amounts to Sellers and EI), (y) ACL an amount equal to the date thereof product of the aggregate Applicable Post-Closing Consideration Percentages of all Irish Option Holders multiplied by the Escrow Excess (and less any portion Buyer shall cause ACL to distribute such amounts to the Irish Option Holders), and (z) the ACL US Account an amount equal to the product of the aggregate Applicable Post-Closing Consideration Percentages of all US Option Holders multiplied by the Escrow Excess (and Buyer shall cause ACL to distribute such amounts to the US Option Holders). (b) Upon the later of the expiration of the Claims Matter Escrow Period or the General Escrow Period, all funds in the Escrow Account shall be disbursed to the Persons and in accordance with the percentages set forth in subsection (a), subject to any outstanding unresolved claim for indemnification delivered to Seller on or prior to such date) shall be promptly disbursed to Seller (within two (2) Business Days), and Buyer and Seller shall send a joint disbursement notice to the Escrow Agent instructing the Escrow Agent to disburse to Seller the then-remaining Escrow Amount to which Seller is entitled; provided, however, if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee as provided in this Article VIII on or prior to the Escrow Release Date, then any portion fulfillment of the remaining Escrow Amount subject to such outstanding unresolved claim shall continue to be held by the Escrow Agent and, if any Escrow Amount remains following the resolution of any such claims, shall be promptly disbursed to Seller (and Buyer and Seller shall issue a joint disbursement notice to the Escrow Agent to effect such disbursement as provided conditions set forth in the Escrow Agreement) at such time such outstanding but unresolved claims as of the Escrow Release Date are resolved in accordance with this Article VIII. In the event that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Release Date or (b) at any time after all funds available in the Escrow Account have been fully disbursed, such Buyer Indemnitee may proceed against Seller for indemnification in accordance with this Article VIII.

Release of Escrow Amount. On The Escrow Agent shall hold the six (6)-month anniversary of the Closing Date (such date, the “Escrow Release Date”), an amount equal to the then-remaining Escrow Amount (after taking into account any disbursement of funds prior to the date thereof and less any portion of until it delivers the Escrow Account subject to any outstanding unresolved claim for indemnification delivered to Seller on or prior to such date) shall be promptly disbursed to Seller (within two (2) Business Days), and Buyer and Seller shall send a joint disbursement notice to the Escrow Agent instructing the Escrow Agent to disburse to Seller the then-remaining Escrow Amount to which Seller is entitled; provided, however, if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee as provided in this Article VIII on or prior Section 4 as follows: (a) Upon the receipt, by Escrow Agent, of written instructions signed by both Xxxxxxxx and Acquisition directing delivery of the Escrow Amount, then the Escrow Agent shall deliver the Escrow Amount as so directed in such instructions. (b) If the Escrow Agent receives written notice signed by Xxxxxxxx alone stating that Xxxxxxxx is entitled to the Escrow Release DateDeposit, then any portion the Escrow Agent shall deliver personally or by overnight delivery or by United States certified or registered mail, return receipt received, a copy thereof to Acquisition and, unless the Escrow Agent has received a written objection from Acquisition within 10 business days after Acquisition's receipt of such delivery, the remaining Escrow Amount subject Agent shall deliver the Escrow Deposit to Xxxxxxxx. If the Escrow Agent so receives a written objection from Acquisition, the Escrow Agent shall send a copy of such outstanding unresolved claim written objection to Xxxxxxxx by overnight delivery and shall continue to be held hold the Escrow Deposit until it shall have received written instruction signed by both Xxxxxxxx and Acquisition or a final non-appealable order of a court of competent jurisdiction directing delivery of the Escrow Amount, in which case the Escrow Agent and, if any shall deliver the Escrow Amount remains following Deposit in accordance with such instructions or such order. (c) If the resolution of any such claims, shall be promptly disbursed to Seller (and Buyer and Seller shall issue a joint disbursement Escrow Agent receives written notice signed by Acquisition alone stating that Acquisition is entitled to the Escrow Amount, the Escrow Agent shall deliver personally or by overnight delivery or by United States certified or registered mail, return receipt received, a copy thereof to effect Xxxxxxxx and, unless the Escrow Agent has received a written objection from Xxxxxxxx within 10 business days after Xxxxxxxx'x receipt of such disbursement delivery, the Escrow Agent shall deliver the Escrow Amount to Acquisition. If the Escrow Agent so receives a written objection from Xxxxxxxx, the Escrow Agent shall send a copy of such written objection to Acquisition by overnight delivery and shall continue to hold the Escrow Amount until it shall have received written instructions signed by both Xxxxxxxx and Acquisition or a final non-appealable order of a court of competent jurisdiction directing delivery of the Escrow Amount, in which case the Escrow Agent shall deliver the Escrow Amount in accordance with such instructions or such order. (d) Upon delivery of the Escrow Deposit to Xxxxxxxx pursuant to this Section 4, the Escrow Agent shall deliver the Interest thereon to Acquisition in accordance with written instructions signed by Acquisition. (e) Anything in this Escrow Agreement to the contrary notwithstanding, the Escrow Agent may at any time deposit the Escrow Amount with the clerk of any court of competent jurisdiction upon commencement of an action in the nature of interpleader or in the course of any court proceedings. Upon any delivery or deposit of the Escrow Amount as provided in this Section 4, the Escrow Agreement) at such time such outstanding but unresolved claims as of the Escrow Release Date are resolved Agent shall thereupon be released and discharged from any and all further obligations arising in accordance connection with this Article VIIIEscrow Agreement. In the event that any Buyer Indemnitee asserts investment matures at a date later than the date upon which either Xxxxxxxx or Acquisition may be entitled to the proceeds thereof, the party entitled to such proceeds shall have the option either: (i) to compel delivery of the proceeds thereof and bear the risk of loss of interest thereon or the cost of arranging for the sale or repurchase of any claim for indemnification investment or (aii) after permit the Escrow Release Date or (b) at any time after all funds available in Agent to retain the Escrow Account have been fully disbursed, such Buyer Indemnitee may proceed against Seller for indemnification in accordance with this Article VIIIinvestment until the maturity thereof.

Release of Escrow Amount. (a) On the six date that is eighteen (6)-month anniversary of 18) months after the Closing Date (such date, the “Escrow Release Date”), an amount equal to the then-remaining Escrow Amount (after taking into account any disbursement of funds prior to the date thereof and less any portion of the Escrow Account subject Fund shall be disbursed in accordance with this Section 2.5 and the Escrow Agreement. (b) The amount necessary to satisfy any outstanding unresolved claim pending and set forth in a claim for indemnification delivered to Seller on or prior to such date) shall be promptly disbursed to Seller (within two (2) Business Days), and Buyer and Seller shall send a joint disbursement notice to the Escrow Agent instructing the Escrow Agent to disburse to Seller the then-remaining Escrow Amount to which Seller is entitled; provided, however, if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee as provided in this Article VIII on or prior to the Escrow Release Date, then any portion of the remaining Escrow Amount subject to such outstanding unresolved claim shall continue to be held by the Escrow Agent and, if any Escrow Amount remains following the resolution of any such claims, shall be promptly disbursed to Seller (and Buyer and Seller shall issue a joint disbursement notice to the Escrow Agent to effect such disbursement as provided in the Escrow Agreement) at such time such outstanding but unresolved claims as of the Escrow Release Date are resolved shall be retained by the Escrow Agent and held pursuant to the Escrow Agreement until the resolution of such claim (any such retained amount, a “Holdback Amount”) and the balance of the Escrow Fund (less any amount that the Stockholder Representative may determine in accordance its sole discretion should be held in the Escrow Fund in order to pay any expenses that may be incurred by the Stockholder Representative in connection with this Article VIII. In the event that resolution of any Buyer Indemnitee asserts any such claim for indemnification (a) after pending as of the Escrow Release Date or otherwise in connection with its acting as the Stockholder Representative) shall be paid to the Paying Agent for distribution to the Company Equityholders promptly following the Escrow Release Date in accordance with Section 2.5(c). Promptly following the resolution of any claim in respect of which a Holdback Amount was retained in the Escrow Fund, the portion thereof that is not disbursed to Buyer as a result of the resolution of such claim or disbursed to the Stockholder Representative or continued to be retained in the Escrow Fund in respect of the Stockholder Representative’s expenses pursuant to the Escrow Agreement shall be distributed to Company Equityholders promptly following such resolution in accordance with Section 2.5(c). (bc) Any amounts released from the Escrow Fund for distribution to the Company Equityholders (other than in respect of Stockholder Representative’s expenses) at any time after all funds available in (including on the Escrow Account have been fully disbursedRelease Date), and from time to time, pursuant to Section 2.5 are referred to, individually and collectively, as the “Unused Escrow Payment.” The Escrow Agent shall pay the Unused Escrow Payment to the Paying Agent for distribution to the former holders of Company Stock, Vested Company Options and Company Warrants, the portion of the Unused Escrow Payment to which such Buyer Indemnitee may proceed against Seller for indemnification in accordance with this Article VIIIholders are entitled pursuant to Section 2.1(c), 2.1(d) or 2.1(e), respectively.

Release of Escrow Amount. On (a) In the six event the Acquisition is not approved and the Trust Fund is required to be distributed to the Public Stockholders, then the Escrow Agent is appointed attorney-in-fact on behalf of Borrower and instructed to promptly take all action necessary to obtain Borrower’s Liquidation Proceeds, release the Note Shares as appropriate in order to obtain such Borrower’s Liquidation Proceeds and to immediately deliver such funds to Lender. The funds so released to Lender will be credited against the Obligations. (6)-month anniversary b) In the event the Acquisition is consummated and the Trustee delivers the Buyout Price to the Escrow Agent, the Escrow Agent is instructed to immediately deliver such funds to Lender and thereafter deliver the corresponding Note Shares as the Company directs. The funds so released to Lender will be credited against the Obligations. (c) Notwithstanding the above, upon receipt by the Escrow Agent of joint written instructions (“Joint Instructions”) signed by the Borrower and Lender it shall deliver the Escrow Amount in accordance with the terms of the Closing Date Joint Instructions. (such dated) Notwithstanding the above, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a “Escrow Release DateCourt Order”), an amount equal to the then-remaining Escrow Agent shall deliver the Escrow Amount (after taking into account any disbursement of funds prior to in accordance with the date thereof and less any portion of the Escrow Account subject to any outstanding unresolved claim for indemnification delivered to Seller on or prior to such date) Court Order. Any Court Order shall be promptly disbursed to Seller (within two (2) Business Days), and Buyer and Seller shall send a joint disbursement notice accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent instructing the Escrow Agent to disburse to Seller the then-remaining Escrow Amount to (which Seller is entitled; provided, however, if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee as provided in this Article VIII on or prior opinion shall be satisfactory to the Escrow Release Date, then any portion of the remaining Escrow Amount subject to such outstanding unresolved claim shall continue to be held by the Escrow Agent and, if any Escrow Amount remains following the resolution of any such claims, shall be promptly disbursed to Seller (and Buyer and Seller shall issue a joint disbursement notice Agent) to the Escrow Agent to effect such disbursement as provided in that the Escrow Agreement) at such time such outstanding but unresolved claims as of court issuing the Escrow Release Date are resolved in accordance with this Article VIII. In Court Order has competent jurisdiction and that the event that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Release Date or (b) at any time after all funds available in the Escrow Account have been fully disbursed, such Buyer Indemnitee may proceed against Seller for indemnification in accordance with this Article VIIICourt Order is final and non-appealable.

Release of Escrow Amount. On (a) From and after the six Closing, but subject to the provisions of this Article VIII and the Escrow Agreement, (6)-month anniversary i) the Newco Indemnitees shall be entitled to receive from the holders of Company Securities (other than holders of Rollover Shares and Rollover Options) proceeds of the Closing Date Indemnity Escrow Amount in respect of any Damages as to which indemnification is available pursuant to this Article VIII and (ii) the Newco Indemnitees shall be entitled to receive from the holders of Rollover Shares and Rollover Options proceeds of the Rollover Indemnity Escrow Amount in respect of any Damages as to which indemnification is available pursuant to this Article VIII. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, (i) the amount of Damages that may be recovered by the Newco Indemnitees from the holders of Company Securities (other than holders of Rollover Shares and Rollover Options) pursuant to any and all claims for indemnification made under any provision of this Article VIII shall be limited, individually and in the aggregate, to the Indemnity Escrow Amount and (ii) the amount of Damages that may be recovered by the Newco Indemnitees from the holders of Rollover Shares and Rollover Options pursuant to any and all claims for indemnification made under any provision of this Article VIII shall be limited, individually and in the aggregate, to the Rollover Indemnity Escrow Amount. Notwithstanding anything in this Agreement to the contrary, in the event a person holds Rollover Shares and/or Rollover Options, as well as shares of Company Common Stock (other than Rollover Shares), Company Options (other than Rollover Options) and/or Company Warrants, such date, person shall be treated as a holder of each of such securities for purposes of this Article VIII and the Newco Indemnitees shall not be precluded from seeking indemnification from any such holder in such holder’s capacities as a holder of such Company Securities. (b) The Escrow Amount shall be released from the account in which the Escrow Amount is held (the “Escrow Release Account”) to the Stockholder Representative (for further distribution to the other holders of Company Securities (other than holders of Rollover Shares and Rollover Options) in the manner set forth herein, in the Escrow Agreement or in any other agreement executed and delivered by the holders of Company Securities) as follows: (i) As promptly as practicable after the Determination Date”, but in any event within five (5) Business Days following the payment of any Adjustment Amount in accordance with Section 2.7(c), an amount equal to the then-remaining excess, if any, of (A) the Working Capital Adjustment Escrow Amount over (after taking into account B) the amount of any disbursement of funds prior Adjustment Amount payable to Newco in accordance with Section 2.7(c) shall be released to the date thereof and less any portion Stockholder Representative by wire transfer of immediately available funds to an account specified by the Stockholder Representative. (ii) On April 30, 2006, an amount equal to (A) 60% of the Escrow Account subject Amount as of such date minus (B) the aggregate amount of all claims for indemnification then-pending and validly made pursuant to the terms of this Article VIII shall be released to the Stockholder Representative by wire transfer of immediately available funds to an account specified by the Stockholder Representative. With respect to any outstanding unresolved pending claim for indemnification delivered referred to Seller on or prior to such date) shall be promptly disbursed to Seller (in the preceding sentence, promptly, and in any event within two (2) Business Days, after the final resolution of such claim, the amount, if any, that would have been paid to the Stockholder Representative if such claim had been resolved prior to the date specified in the preceding sentence shall be released from the Escrow Account to the Stockholder Representative by wire transfer of immediately available funds to an account specified by the Stockholder Representative. (iii) Within five (5) Business Days after the expiration of the Survival Period, an amount equal to (A) the amount of the then remaining in the Escrow Amount minus (B) the aggregate amount of all claims for indemnification then-pending and validly made pursuant to the terms of this Article VIII shall be released to the Stockholder Representative by wire transfer of immediately available funds to an account specified by the Stockholder Representative. With respect to any pending claim for indemnification referred to in the preceding sentence, promptly, and in any event within two (2) Business Days, after the final resolution of such claim, the amount, if any, that would have been paid to the Stockholder Representative if such claim had been resolved prior to the expiration of the Survival Period shall be released from the Escrow Account to the Stockholder Representative by wire transfer of immediately available funds to an account specified by the Stockholder Representative. (c) The Rollover Working Capital Adjustment Amount and the Rollover Indemnity Amount shall be released from the account in which such amounts are held by the Surviving Corporation (the “Rollover Account”) to the holders of Rollover Shares and Rollover Options (in the manner set forth herein or in any other agreement executed and delivered by the holders of Rollover Shares, Rollover Options and Newco or the Surviving Corporation) as follows: (1) As promptly as practicable after the Determination Date, but in any event within five (5) Business Days following the payment of any Rollover Adjustment Amount in accordance with Section 2.7(c), an amount equal to the excess, if any, of (A) the Rollover Working Capital Adjustment Amount over (B) the amount of any Rollover Adjustment Amount payable to Newco in accordance with Section 2.7 shall be released from the Rollover Account to the holders of Rollover Shares and Buyer Rollover Options by wire transfer of immediately available funds to an account specified by the holders of such Rollover Shares and Seller Rollover Options. (2) On April 30, 2006, an amount equal to (A) 60% of the amount held in the Rollover Account as of such date minus (B) the aggregate amount of all claims for indemnification then-pending and validly made pursuant to the terms of this Article VIII shall send a joint disbursement be released from the Rollover Account to the holders of Rollover Shares and Rollover Options by wire transfer of immediately available funds to an account specified by such holders. With respect to any pending claim for indemnification referred to in the preceding sentence, promptly, and in any event within two (2) Business Days, after the final resolution of such claim, the amount, if any, that would have been paid to the holders of Rollover Shares and Rollover Options if such claim had been resolved prior to the date specified in the preceding sentence shall be released from the Rollover Account to the holders of Rollover Shares and Rollover Options by wire transfer of immediately available funds to an account specified by such holders. (3) Within five (5) Business Days after the expiration of the Survival Period, an amount equal to (A) the amount then remaining in the Rollover Account minus (B) the aggregate amount of all claims for indemnification then-pending and validly made pursuant to the terms of this Article VIII shall be released from the Rollover Account to the holders of Rollover Shares and Rollover Options by wire transfer of immediately available funds to an account specified by such holders. With respect to any pending claim for indemnification referred to in the preceding sentence, promptly, and in any event within two (2) Business Days, after the final resolution of such claim, the amount, if any, that would have been paid to the holders of Rollover Shares and Rollover Options if such claim had been resolved prior to the expiration of the Survival Period shall be released from the Rollover Account to such holders by wire transfer of immediately available funds to an account specified by such holders. (d) Notwithstanding anything in this Article VIII to the contrary, (i) no party seeking indemnification pursuant to this Article VIII (the “Indemnitee”) shall be entitled to indemnification pursuant to this Article VIII unless the Indemnitee shall have provided notice to the Escrow Agent instructing other party (the Escrow Agent “Indemnitor”) in the form and manner set forth in Section 8.4; (ii) no Indemnitee shall be entitled to disburse indemnification for any Damages pursuant to Seller Section 8.2(a)(i) or Section 8.2(b)(i) unless and until (A) the then-remaining amount of such Damages exceeds $50,000 individually (and, in the event the Damages related to any individual inaccuracy or breach meets this threshold, all such Damages shall be aggregated for purposes of clause (ii)(B) of this paragraph (c)) and (B) exceed $1,500,000 in the aggregate (the “Threshold Amount”), at which time such Indemnitee shall be entitled to indemnification for the amount of such Damages only to the extent such Damages exceed the Threshold Amount and (iii) in no event shall the aggregate amount of Damages as to which the Newco Indemnitees shall be entitled, individually or in the aggregate, exceed the sum of the Indemnity Escrow Amount to which Seller is entitledand the Rollover Indemnity Amount; provided, however, if there are that the restrictions in clause (ii) above shall not apply to any outstanding but unresolved claims for indemnification from alleging a Buyer Indemnitee as provided breach of representations and warranties made in Section 3.3 and Section 3.8. Any qualification or exception relating to materiality, Company Material Adverse Effect, Newco Material Adverse Effect or Knowledge contained in any representation or warranty in this Article VIII on or prior to the Escrow Release Date, then any portion of the remaining Escrow Amount subject to such outstanding unresolved claim shall continue to be held by the Escrow Agent and, if any Escrow Amount remains following the resolution of any such claims, Agreement shall be promptly disbursed to Seller (and Buyer and Seller disregarded in determining whether such representation or warranty shall issue a joint disbursement notice to the Escrow Agent to effect such disbursement as provided in the Escrow Agreement) at such time such outstanding but unresolved claims as of the Escrow Release Date are resolved in accordance with this Article VIII. In the event that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Release Date or (b) at any time after all funds available in the Escrow Account have been fully disbursed, such Buyer Indemnitee may proceed against Seller breached for indemnification in accordance with purposes of this Article VIII.

Release of Escrow Amount. On (a) Upon delivery, at any time on or before the six (6)-month anniversary of date which is two years following the Closing Date (such date, the “Indemnification Escrow Release DatePeriod”), an amount equal to the then-remaining Escrow Amount Agent and the Selling Entity, of a certificate signed by any officer of Buyer (an “Officer’s Certificate”) (i) stating that a claim for indemnification by Selling Entity under Section 13.2 of the Purchase Agreement (an “Indemnification Escrow Claim”) exists, and (ii) specifying in reasonable detail the amount of and basis for such Indemnification Escrow Claim, Escrow Agent shall, no later than the date that is fifteen (15) Business Days after taking into account any disbursement Escrow Agent’s receipt of funds prior such Officer’s Certificate and subject to the date thereof provisions of this Schedule B and less any provided such Indemnification Escrow Claim otherwise complies with the procedural requirements of Section 13 of the Purchase Agreement, cause to be disbursed to Buyer such portion of the Escrow Amount as is claimed by Buyer to satisfy the Indemnification Escrow Claim. Notwithstanding the foregoing, if, within ten (10) Business Days after delivery of any Officer’s Certificate (the “Notification Period”), the Selling Entity notifies Escrow Agent and Buyer in writing that the Selling Entity disputes any Indemnification Escrow Claim made by Buyer, the Escrow Agent shall retain the amount claimed by Buyer in the Escrow Account subject and Selling Entity and Buyer shall consult and negotiate in good faith with each other for up to any outstanding unresolved claim for indemnification delivered to Seller on or prior thirty (30) days regarding their rights with respect to such date) Indemnification Escrow Claim. If Selling Entity and Buyer agree that a portion of the Escrow Amount shall be promptly disbursed to Seller (within two (2) Business Days)Buyer on account of the Indemnification Escrow Claim set forth in such Officer’s Certificate, and Buyer and Seller the Selling Entity shall send a execute and deliver joint disbursement notice written instructions to the Escrow Agent instructing the Escrow Agent to disburse distribute such agreed-upon amount to Seller Buyer. If the then-remaining Escrow Agent does not receive joint written instructions from Buyer and the Selling Entity within such thirty (30) day period, then no portion of the Escrow Amount will be distributed to which Seller is entitled; provided, however, if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee with respect to an Indemnification Escrow Claim until (i) such time as provided in this Article VIII on or prior Selling Entity and Buyer sign and deliver to Escrow Agent joint written instructions instructing the Escrow Release Date, then any Agent to disburse all or a portion of the remaining Escrow Amount, or (ii) a final judgment on the matter is entered by a court of competent jurisdiction (after all appeals have been finally determined or the time for appeal has expired without an appeal having been made), in which case Escrow Agent shall retain or disburse the Indemnification Escrow Amount subject to in accordance with such outstanding unresolved claim shall continue to be held by judgment. (b) On the next Business Day immediately following the first anniversary of the Closing Date, the Escrow Agent shall deliver by wire transfer in immediately available funds to the Selling Entity Three Million Dollars ($3,000,000) less all amounts (each, a “Disputed Amount” and, if any collectively, “Disputed Amounts”) related to disputed, unsatisfied or unresolved Indemnification Escrow Claims (“Disputed Claims”) on or before the first anniversary of the Closing Date. The Escrow Agent shall only release a Disputed Amount remains following in accordance with the resolution Escrow Agent’s receipt of any such claims(i) a court judgment or order which sets forth the disposition of the Disputed Claims, shall be promptly disbursed to Seller or (ii) a joint written memorandum prepared and signed by Buyer and Seller shall issue a joint disbursement notice Selling Entity in accordance with Section (II)(a) above. For the avoidance of doubt, if no Officer’s Certificate is delivered to the Escrow Agent in accordance with Section (II)(a) prior to effect such disbursement as provided in the first anniversary of the Closing Date, the Escrow AgreementAgent shall release the entire $3 million (less any applicable deducted fees and expenses) at such time such outstanding but unresolved claims as to the Selling Entity on the next Business Day immediately following the first anniversary of the Closing Date. (c) On the next Business Day immediately following the last day of the Indemnification Escrow Period, the Escrow Agent shall deliver by wire transfer in immediately available funds to the Selling Entity the Escrow Amount then on hand less all Disputed Amounts on or before the last day of the Indemnification Escrow Period. The Escrow Agent shall only release a Disputed Amount in accordance with the Escrow Agent’s receipt of (i) a court judgment or order which sets forth the disposition of the Disputed Claims, or (ii) a joint written memorandum prepared and signed by Buyer and Selling Entity in accordance with Section (II)(a) above. For the avoidance of doubt, if no Officer’s Certificate is delivered to the Escrow Agent in accordance with Section (II)(a) prior to the end of the Indemnification Escrow Period, the Escrow Agent shall release the entire remainder of the Escrow Release Date are resolved in accordance with this Article VIIIAmount and accumulated Escrow Earnings (less any applicable deducted fees and expenses) to the Selling Entity on the next Business Day immediately following the end of the Indemnification Escrow Period. In the event that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Release Date or (b) at any time after all funds available in the Escrow Bank: ABA No.: Acct. Name: Account have been fully disbursed, such Buyer Indemnitee may proceed against Seller for indemnification in accordance with this Article VIIINo.: Bank: ABA No.: Acct. Name: Account No.:

Release of Escrow Amount. On Promptly following the six (6)-month anniversary of the Closing Date (such dateEscrow Expiration Date, the “Escrow Release Date”)Agent shall distribute to Paying Agent, who shall distribute to the Participating Rights Holders, in accordance with the percentage amounts to which each Participating Rights Holder is entitled under this Agreement and the Escrow Agreement as set forth on Exhibit 2.8, the Escrow Amount then remaining in the Escrow Account minus an amount equal to the then-aggregate dollar amount of claims for Damages made by all Parent Indemnified Parties pursuant to Section 8.2(a)(i) hereof (the “Aggregate Outstanding Claims”) which are then outstanding and unresolved (such amount of the retained Escrow Amount, as it may be further reduced after the Escrow Expiration Date by distributions to Participating Rights Holders as set forth below and recoveries by Parent Indemnified Parties pursuant to Section 8.2(a)(i) hereof and the Escrow Agreement, the “Retained Escrow Amount”). For purposes of clarification, in the event that the amount of the Aggregate Outstanding Claims exceeds the remaining Escrow Amount, all the remaining Escrow Amount (after taking into account any disbursement of funds prior to the date thereof and less any portion of shall be retained in the Escrow Account subject as the Retained Escrow Amount. In the event and to the extent that after the Escrow Expiration Date any outstanding unresolved claim for indemnification delivered made by any Parent Indemnified Party pursuant to Seller on or prior to Section 8.2(a)(i) hereof is resolved against such date) shall be promptly disbursed to Seller (within two (2) Business Days)Parent Indemnified Party, and Buyer and Seller shall send a joint disbursement notice to the Escrow Agent instructing shall distribute to the Paying Agent, who shall distribute to the Participating Rights Holders, in accordance with the percentage amounts to which each Participating Rights Holder is entitled under this Agreement and the Escrow Agent to disburse to Seller Agreement, as set forth on Exhibit 2.8, an aggregate amount of the then-remaining Retained Escrow Amount equal to which Seller is entitledthe amount of the outstanding claim resolved against such Parent Indemnified Party; provided, however, if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee as provided in this Article VIII on or prior that such distribution shall only be made to the extent that the Retained Escrow Release Date, then any portion Amount remaining after such distribution would be sufficient to cover the amount of the remaining Escrow Amount subject to such outstanding Aggregate Outstanding Claims that are still unresolved claim shall continue to be held by the Escrow Agent and, if any Escrow Amount remains following the resolution of any such claims, shall be promptly disbursed to Seller (and Buyer and Seller shall issue a joint disbursement notice to the Escrow Agent to effect such disbursement as provided in the Escrow Agreement) at such time such outstanding but unresolved claims as of the Escrow Release Date are resolved in accordance with this Article VIIItime. In the event and to the extent that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Release Expiration Date or (bany outstanding claim made by any Parent Indemnified Party pursuant to Section 8.2(a)(i) at any time after all funds available hereof is resolved in the Escrow Account have been fully disbursedfavor of such Parent Indemnified Party, such Buyer Indemnitee may proceed against Seller for indemnification Parent Indemnified Party shall be entitled to recover pursuant to Section 8.2(a)(i) hereof an amount equal to the amount of the outstanding claim resolved in accordance with this Article VIIIfavor of such Parent Indemnified Party.