Common use of Release of Escrow Shares Clause in Contracts

Release of Escrow Shares. The Escrow Shares shall be released by the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the Effective Time (the “Release Date”) less: (a) any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Escrow Agent’s business days (“Business Days”) after the Release Date, Parent and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a “Release Notice”) setting forth the number of Escrow Shares to be released by the Escrow Agent (the “Released Escrow”), including the number of Escrow Shares to be released to each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the “Retained Escrow”). Parent and the Indemnification Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent shall be authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares as certified in writing to the Escrow Agent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Escrow Agent shall deliver (by overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as set forth in Schedule A attached hereto. Schedule A shall be amended, as necessary, by Parent with the written consent of the Indemnification Representative. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares shall be released by the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on after the first anniversary of the date that is one (1) year after the Effective Time of this Escrow Agreement (the “"Release Date”") less: (a) any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Escrow Agent’s 's business days (“"Business Days”") after the Release Date, Parent and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a “"Release Notice”") setting forth the number of Escrow Shares to be released by the Escrow Agent and Parent (the “"Released Escrow”), ") including the number of Escrow Shares to be released to each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the “"Retained Escrow”"). Parent and the Indemnification Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims (which shall not exceed the number of Escrow Shares necessary to satisfy the amount set forth in the Notice of Claim) and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent shall be authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares as certified in writing to the Escrow AgentShares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Parent shall instruct the Escrow Agent shall to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as set forth in Schedule A attached hereto. Schedule A shall be amended, as necessary, by Parent with the written consent of the Indemnification RepresentativeHolders. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares shall be released by ------------------------ the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is the earlier of (i) one (1) year after the Effective Time or (ii) the date on which KPMG LLP shall have delivered to Parent the audited consolidated financial statements of Parent for the year ending December 31, 2000, which date shall be certified in writing to the Escrow Agent (the “"Release Date”") less: (a) any Escrow Shares ------------ ---- delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Escrow Agent’s 's business days (“"Business Days”") after the Release Date, Parent ------------- and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a “"Release Notice”") setting forth the number of Escrow Shares to -------------- be released by the Escrow Agent (the “"Released Escrow”"), including the number of --------------- Escrow Shares to be released to each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the “"Retained Escrow”"). , Parent and --------------- the Indemnification Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent shall be authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares as certified in writing to the Escrow Agent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Escrow Agent shall deliver (by overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as set forth certified in Schedule A attached hereto. Schedule A shall be amended, as necessary, by Parent with writing to the written consent of the Indemnification RepresentativeEscrow Agent. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares shall be released by the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the Effective Time (the “Release Date”) less: (a) any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Escrow Agent’s business days (“Business Days”) after the Release Date, Parent and the Indemnification Representative Holder shall deliver to the Escrow Agent a written notice (a “Release Notice”) setting forth the number of Escrow Shares to be released by the Escrow Agent (the “Released Escrow”), including the number of Escrow Shares to be released to each the Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the “Retained Escrow”). Parent and the Indemnification Representative Holder shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent shall be authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares as certified in writing to the Escrow Agent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, the Escrow Agent shall deliver (by overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as set forth in Schedule A attached hereto. Schedule A shall be amended, as necessary, by Parent with the written consent of the Indemnification Representativeso released. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative Holder or, in the event Parent and the Indemnification Representative Holder fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.