Common use of Release of Escrow Funds Clause in Contracts

Release of Escrow Funds. (a) The release of amounts in the Escrow Account shall be subject to the terms of this Agreement and the Escrow Agreement. (b) On the earlier of (1) the receipt by Purchaser of full audited financial statements for the Company for the fiscal year ended December 31, 2015 or (2) March 31, 2016, Seller and Purchaser shall execute a joint instruction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller from the Escrow Account an amount equal to (i) the balance of the Escrow Account then remaining (including any accrued interest attributable thereto), minus the amounts of any unresolved claims of the Purchaser Indemnitees for indemnification properly asserted in accordance with the terms and limitations set forth in this Agreement and the Escrow Agreement (such claims being hereinafter referred to as “Pending Claims”), minus an amount equal to $2,000,000. (c) On the date which is 18 months after the date hereof (the “Release Date”), Seller and Purchaser shall execute a joint instruction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller the balance of the Escrow Account as of the Release Date, minus the amounts of any Pending Claims. (d) If at any time between the date hereof and the Release Date, any Pending Claims by a Purchaser Indemnitee in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(c) are finally resolved by either mutual written agreement of Seller and Purchaser or by a final non-appealable decision of a court of competent jurisdiction or similar judicial entity (such Pending Claims being hereinafter referred to as “Resolved Claims”), the Escrow Agent shall disburse promptly, but no later than two Business Days following receipt of such mutual written agreement or final court determination, to the relevant Purchaser Indemnitees, the aggregate amount, if any, of such Resolved Claims (or, if less, the remaining funds in the Escrow Account) determined to be owing to such Purchaser Indemnitees. (e) After the Release Date, at such time as any Pending Claims in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(c) become Resolved Claims, the Escrow Agent shall disburse promptly, but no later than two Business Days following receipt of such final determination, (i) to the relevant Purchaser Indemnitees, the aggregate amount, if any, of such Resolved Claims (or, if less, the remaining funds in the Escrow Account) determined to be owing to such Purchaser Indemnitees, and (ii) to Seller, the amount, if any, of such Resolved Claims that was not disbursed to the Purchaser Indemnitees in accordance with such final determination and the Escrow Agreement but not to exceed the balance of the Escrow Account as of such date minus the aggregate amount of all Pending Claims in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(c) as of such date.

Release of Escrow Funds. 4.1. The Escrow Agent shall release the Escrow Funds, together with any and all interest earned on the Escrow Funds from the date such amount was deposited with the Escrow Agent up to the date of such release, to Seller three business days after the Escrow Agent's (ai) receipt from Seller of notice of the failure of the conditions of Article VIII to be fulfilled at the Closing Date and of a copy of the Bankruptcy Court Approval Order or (ii) receipt of notice from Seller of termination of the Stock Purchase Agreement pursuant to Section 10.1(b) of the Stock Purchase Agreement or (iii) receipt from Seller of a copy of the Bankruptcy Court Approval Order and the items listed in Article IX(c), (d), (g) and (h) of the Stock Purchase Agreement or (iv) upon receipt of notice from Seller that the Closing has occurred. 4.2. The Escrow Agent shall release the Escrow Funds, together with any and all interest earned on the Escrow Funds from the date such amount was deposited with the Escrow Agent up to the date of such release, to Purchaser three business days after the Escrow Agent's (i) receipt from Purchaser of notice of termination of the Stock Purchase Agreement pursuant to Section 10.1(c), 10.1(d) or 10.3(b) of the Stock Purchase Agreement or (ii) receipt from Purchaser of a copy of the Bankruptcy Court Approval Order and of notice that the items listed in Article IX(c), (d), (g) and (h) of the Stock Purchase Agreement has not been received by it nor has it waived receipt of such items and that the Closing has not occurred. 4.3. The Escrow Agent shall release one-half of the Escrow Funds, together with any and all interest earned on such portion of the Escrow Funds, to each of the Purchaser and Seller not later than three business days after receipt by the Escrow Agent of notice from Purchaser of termination of the Stock Purchase Agreement pursuant to Section 10.3(a) thereof. 4.4. In the event that the Escrow Agent receives any instrument in writing, signed by Purchaser and Seller, directing the release of amounts in the Escrow Account shall be subject to the terms of this Agreement and Funds, the Escrow Agreement. (b) On Agent shall release the earlier Escrow Funds in accordance with such instrument. In the event that an order is entered by any court of (1) the receipt by Purchaser of full audited financial statements for the Company for the fiscal year ended December 31, 2015 or (2) March 31, 2016, Seller and Purchaser shall execute a joint instruction competent jurisdiction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller from the Escrow Account an amount equal to (i) the balance of the Escrow Account then remaining (including any accrued interest attributable thereto), minus the amounts of any unresolved claims of the Purchaser Indemnitees for indemnification properly asserted in accordance with the terms and limitations set forth in this Agreement and the Escrow Agreement (such claims being hereinafter referred to as “Pending Claims”), minus an amount equal to $2,000,000. (c) On the date which is 18 months after the date hereof (the “Release Date”), Seller and Purchaser shall execute a joint instruction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller the balance of the Escrow Account as of the Release Date, minus the amounts of any Pending Claims. (d) If at any time between the date hereof and the Release Date, any Pending Claims by a Purchaser Indemnitee in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(c) are finally resolved by either mutual written agreement of Seller and Purchaser or by a final non-appealable decision of a court of competent jurisdiction or similar judicial entity (such Pending Claims being hereinafter referred to as “Resolved Claims”)Funds, the Escrow Agent shall disburse promptlyrelease the Escrow Funds in accordance with such order. In the event of any dispute regarding the release of the Escrow Funds, but no later than two Business Days following receipt if Seller is successful in such dispute, Purchaser and Lori shall be jointly and severally responsible and shall indxxxxfy Seller for its reasonable legal fees, costs and expenses incurred in connection therewith and, if Purchaser is successful in such dispute, Seller shall pay the legal fees, costs and expenses of such mutual written agreement Lori and Purchaser incurred in connection therewith. 4.5. As of the date that the Escrow Agent has delivered the Escrow Funds to Seller or final court determinationPurchaser in accordance with the provisions hereof, this Agreement shall terminate as to the relevant Purchaser IndemniteesEscrow Agent, except that the aggregate amountprovisions of Article V shall survive such termination. 4.6. Notwithstanding the foregoing provisions of this Article IV, if any, of such Resolved Claims (or, if less, the remaining funds in the event that prior to the Escrow Account) determined Agent's release of the Escrow Funds pursuant to be owing Sections 4.1 or 4.2 hereof, either Purchaser or Seller objects to such Purchaser Indemnitees. (e) After the Release Date, at such time as any Pending Claims in respect of which amounts may have been retained in release by notifying the Escrow Account pursuant to Section 9.6(c) become Resolved ClaimsAgent in writing of its objection and specifying in detail the reasons therefor, the Escrow Agent shall disburse promptly, but no later than two Business Days following receipt of such final determination, (i) to the relevant Purchaser Indemnitees, the aggregate amount, if any, of such Resolved Claims (or, if less, the remaining funds in not so release the Escrow Account) determined to be owing to such Purchaser Indemnitees, and (ii) to Seller, the amount, if any, of such Resolved Claims that was not disbursed to the Purchaser Indemnitees in accordance with such final determination and the Escrow Agreement but not to exceed the balance of the Escrow Account as of such date minus the aggregate amount of all Pending Claims in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(c) as of such dateFunds.

Release of Escrow Funds. Section 4.1. The Escrow Agent shall release the Escrow Funds, together with any and all interest earned on the Escrow Funds from the date such amount was deposited with the Escrow Agent up to the date of such release, to Seller three business days after the Escrow Agent's (ai) receipt from Seller of notice of the failure of the conditions of Article VIII to be fulfilled at the Closing Date and of a copy of the Bankruptcy Court Approval Order or (ii) receipt of notice from Seller of termination of the Stock Purchase Agreement pursuant to Section 10.1(b) of the Stock Purchase Agreement or (iii) receipt from Seller of a copy of the Bankruptcy Court Approval Order and the items listed in Article IX(c), (d), (g) and (h) of the Stock Purchase Agreement or (iv) upon receipt of notice from Seller that the Closing has occurred. Section 4.2. The Escrow Agent shall release the Escrow Funds, together with any and all interest earned on the Escrow Funds from the date such amount was deposited with the Escrow Agent up to the date of such release, to Purchaser three business days after the Escrow Agent's (i) receipt from Purchaser of notice of termination of the Stock Purchase Agreement pursuant to Section 10.1(c), 10.1(d) or 10.3(b) of the Stock Purchase Agreement or (ii) receipt from Purchaser of a copy of the Bankruptcy Court Approval Order and of notice that the items listed in Article IX(c), (d), (g) and (h) of the Stock Purchase Agreement has not been received by it nor has it waived receipt of such items and that the Closing has not occurred. Section 4.3. The Escrow Agent shall release one-half of the Escrow Funds, together with any and all interest earned on such portion of the Escrow Funds, to each of the Purchaser and Seller not later than three business days after receipt by the Escrow Agent of notice from Purchaser of termination of the Stock Purchase Agreement pursuant to Section 10.3(a) thereof. Section 4.4. In the event that the Escrow Agent receives any instrument in writing, signed by Purchaser and Seller, directing the release of amounts in the Escrow Account shall be subject to the terms of this Agreement and Funds, the Escrow Agreement. (b) On Agent shall release the earlier Escrow Funds in accordance with such instrument. In the event that an order is entered by any court of (1) the receipt by Purchaser of full audited financial statements for the Company for the fiscal year ended December 31, 2015 or (2) March 31, 2016, Seller and Purchaser shall execute a joint instruction competent jurisdiction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller from the Escrow Account an amount equal to (i) the balance of the Escrow Account then remaining (including any accrued interest attributable thereto), minus the amounts of any unresolved claims of the Purchaser Indemnitees for indemnification properly asserted in accordance with the terms and limitations set forth in this Agreement and the Escrow Agreement (such claims being hereinafter referred to as “Pending Claims”), minus an amount equal to $2,000,000. (c) On the date which is 18 months after the date hereof (the “Release Date”), Seller and Purchaser shall execute a joint instruction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller the balance of the Escrow Account as of the Release Date, minus the amounts of any Pending Claims. (d) If at any time between the date hereof and the Release Date, any Pending Claims by a Purchaser Indemnitee in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(c) are finally resolved by either mutual written agreement of Seller and Purchaser or by a final non-appealable decision of a court of competent jurisdiction or similar judicial entity (such Pending Claims being hereinafter referred to as “Resolved Claims”)Funds, the Escrow Agent shall disburse promptlyrelease the Escrow Funds in accordance with such order. In the event of any dispute regarding the release of the Escrow Funds, but no later than two Business Days following receipt if Seller is successful in such dispute, Purchaser and Lori shall be jointly and severally responsible axx xhall indemnify Seller for its reasonable legal fees, costs and expenses incurred in connection therewith and, if Purchaser is successful in such dispute, Seller shall pay the legal fees, costs and expenses of such mutual written agreement Lori and Purchaser incurred in connection therewixx. Section 4.5. As of the date that the Escrow Agent has delivered the Escrow Funds to Seller or final court determinationPurchaser in accordance with the provisions hereof, this Agreement shall terminate as to the relevant Purchaser IndemniteesEscrow Agent, except that the aggregate amountprovisions of Article V shall survive such termination. Section 4.6. Notwithstanding the foregoing provisions of this Article IV, if any, of such Resolved Claims (or, if less, the remaining funds in the event that prior to the Escrow Account) determined Agent's release of the Escrow Funds pursuant to be owing Sections 4.1 or 4.2 hereof, either Purchaser or Seller objects to such Purchaser Indemnitees. (e) After the Release Date, at such time as any Pending Claims in respect of which amounts may have been retained in release by notifying the Escrow Account pursuant to Section 9.6(c) become Resolved ClaimsAgent in writing of its objection and specifying in detail the reasons therefor, the Escrow Agent shall disburse promptly, but no later than two Business Days following receipt of such final determination, (i) to the relevant Purchaser Indemnitees, the aggregate amount, if any, of such Resolved Claims (or, if less, the remaining funds in not so release the Escrow Account) determined to be owing to such Purchaser Indemnitees, and (ii) to Seller, the amount, if any, of such Resolved Claims that was not disbursed to the Purchaser Indemnitees in accordance with such final determination and the Escrow Agreement but not to exceed the balance of the Escrow Account as of such date minus the aggregate amount of all Pending Claims in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(c) as of such dateFunds.

Release of Escrow Funds. (a) The release of amounts in the Escrow Account Funds shall be retained by Escrow Agent for a period of three (3) years from the Closing Date (the "Escrow Period"), subject to the terms of this Agreement and the Escrow Agreement.following: (b) 7.6.2.1 On the earlier of (1) the receipt by Purchaser of full audited financial statements for the Company for the fiscal year ended December 31, 2015 or (2) March 31, 2016, Seller and Purchaser shall execute a joint instruction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller from the Escrow Account an amount equal to (i) the balance first anniversary of the Escrow Account then remaining (including any accrued interest attributable thereto), minus the amounts of any unresolved claims of the Purchaser Indemnitees for indemnification properly asserted in accordance with the terms and limitations set forth in this Agreement and the Escrow Agreement (such claims being hereinafter referred to as “Pending Claims”), minus an amount equal to $2,000,000. (c) On the date which is 18 months after the date hereof (the “Release Closing Date”), Seller and Purchaser shall execute a joint instruction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller the balance of the Escrow Account as of the Release Date, minus the amounts of any Pending Claims. (d) If at any time between the date hereof and the Release Date, any Pending Claims by a Purchaser Indemnitee in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(c) are finally resolved by either mutual written agreement of Seller and Purchaser or by a final non-appealable decision of a court of competent jurisdiction or similar judicial entity (such Pending Claims being hereinafter referred to as “Resolved Claims”), the Escrow Agent shall disburse promptly, but no later than two Business Days following receipt of such mutual written agreement or final court determination, release from escrow and deliver to the relevant Purchaser IndemniteesStockholder an amount of Escrow Funds equal to the difference between Two Hundred Thousand Dollars ($200,000) and the amount of the Losses, if any, as to which any of the aggregate Precept Parties has properly made an unresolved Claim under Section 7.2. The amount, if any, of such Resolved Two Hundred Thousand Dollars ($200,000) retained by Escrow Agent shall continue to be retained until any such Claims have been resolved. Within five (or5) business days following resolution of any such Claims, if less, Escrow Agent shall deliver to the remaining funds in Stockholder that portion of the Two Hundred Thousand Dollars ($200,000) retained by the Escrow Account) determined Agent and not required to be owing to satisfy such Purchaser IndemniteesClaims. (e) After 7.6.2.2 On the Release second anniversary of the Closing Date, at such time as any Pending Claims in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(c) become Resolved Claims, the Escrow Agent shall disburse promptly, but no later than two Business Days following receipt of such final determination, (i) release from escrow and deliver to the relevant Purchaser IndemniteesStockholder an amount of Escrow Funds equal to the difference between Four Hundred Thousand Dollars ($400,000) and the amount of the Losses, if any, as to which any of the aggregate Precept Parties has properly made an unresolved Claim under Section 7.2. The amount, if any, of such Resolved Four Hundred Thousand Dollars ($400,000) retained by Escrow Agent shall continue to be retained until any such Claims have been resolved. Within five (or5) business days following resolution of any such Claims, Escrow Agent shall deliver to the Stockholder that portion of the Four Hundred Thousand Dollars ($400,000) retained by Escrow Agent and not required to satisfy such Claims. 7.6.2.3 On the last day of the Escrow Period, Escrow Agent shall release from escrow and deliver to the Stockholder all of the Escrow Funds less the amount of the Losses, if lessany, as to which any of the remaining funds in the Escrow Account) determined to be owing to such Purchaser Indemnitees, and (ii) to Seller, the Precept Parties has properly made an unresolved Claim under Section 7.2. The amount, if any, of such Resolved Escrow Funds retained by Escrow Agent shall continue to be retained until any such Claims that was not disbursed have been resolved. Within five (5) business days following resolution of such Claims, Escrow Agent shall deliver to the Purchaser Indemnitees in accordance with such final determination and the Escrow Agreement but not to exceed the balance Stockholder that portion of the Escrow Account as Funds retained by Escrow Agent and not required to satisfy such Claims. 7.6.2.4 Any release of Escrow Funds made pursuant to this Section shall be made in Escrow Cash and Escrow Shares, PRO RATA based on the aggregate value of the Escrow Cash and Escrow Shares. For purposes of such date minus valuation, each share of Parent Class A Common Stock held in escrow shall be valued at the aggregate amount average closing price of all Pending Claims in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(cParent Class A Common Stock on NASDAQ (or, if not traded on NASDAQ, such other market or system where such stock is most frequently traded) as for the last ten (10) Trading Days of such dateapplicable year.