Common use of Release of Escrow Clause in Contracts

Release of Escrow. The Indemnification Escrow Funds (if any) shall be released to Seller on the second (2nd) Business Day following September 30, 2018; provided, that, if any Indemnification Claim shall have been properly asserted by any Purchaser Indemnified Party in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remains pending as of 11:59 p.m. Eastern time on September 30, 2018 (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to Seller shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in escrow following September 30, 2018 in respect of any such Pending Claim shall be released to Seller and/or Purchaser, as applicable, promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case in which this Section 11.7 provides for the release of Indemnification Escrow Funds, each of Purchaser and Seller shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 11.7 and the Escrow Agreement.

Release of Escrow. The Escrow Agreement shall specify that the Indemnification Escrow Funds (if any) shall be released to the Seller on the second (2nd) first Business Day following September 30, 2018the Survival Expiration Date; provided, however, that, if any Indemnification Claim shall have been properly asserted by any Purchaser Acquiror Indemnified Party in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remains pending as of 11:59 p.m. Eastern time on September 30, 2018 the Survival Expiration Date (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to the Seller shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in escrow following September 30, 2018 the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller and/or Purchaser, as applicable, promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case in which this Section 11.7 provides for the release of Indemnification Escrow Funds, each of Purchaser Acquiror and the Seller shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 11.7 and the Escrow Agreement.

Release of Escrow. The Escrow Agreement shall specify that the Indemnification Escrow Funds (if any) shall be released to the Seller on the second (2nd) first Business Day following September 30, 2018the Survival Expiration Date; provided, however, that, if any Indemnification Claim shall have been properly asserted by any Purchaser Indemnified Party in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remains pending as of 11:59 p.m. Eastern time on September 30, 2018 the Survival Expiration Date (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to the Seller shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in escrow following September 30, 2018 the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller and/or Purchaser, as applicable, promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case in which this Section 11.7 11.07 provides for the release of Indemnification Escrow Funds, each of Purchaser and the Seller shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 11.7 11.07 and the Escrow Agreement.

Release of Escrow. The Escrow Agreement shall specify that the Indemnification Escrow Funds (if any) shall be released to the Seller (or the Holders, in proportion to their respective Allocation Percentages if so directed in writing by the Holders’ Representative) on the second (2nd) first Business Day following September 30, 2018the Survival Expiration Date; provided, however, that, if any Indemnification Claim shall have been properly asserted by any Purchaser Indemnified Party in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remains pending as of 11:59 p.m. Eastern time on September 30, 2018 the Survival Expiration Date (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to the Seller (or the Holders, in proportion to their respective Allocation Percentages if so directed in writing by the Holders’ Representative) shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in escrow following September 30, 2018 the Survival Expiration Date in respect of any such Pending Claim shall be released to Seller and/or Purchaser, as applicable, the Holders promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case in which this Section 11.7 provides for the release of Indemnification Escrow Funds, each of Purchaser and Seller (or the the Holders’ Representative, on behalf of the Holders) shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 11.7 and the Escrow Agreement.

Release of Escrow. The Indemnification Escrow Agreement shall specify that the Escrow Funds (if any) shall be released to Seller the Pre‑Closing Holders in accordance with such holders’ relative Escrow Percentages on the second (2nd) first Business Day following September 30, 2018the Survival Expiration Date; provided, thathowever, that if any Indemnification Claim claim pursuant to Article XIII shall have been properly asserted by any Purchaser Buyer Indemnified Party in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remains remain pending as of 11:59 p.m. Eastern time on September 30, 2018 the Survival Expiration Date (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to Seller the Pre‑Closing Holders shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in escrow following September 30, 2018 the Survival Expiration Date in respect of any such Pending Claim shall be released to Seller and/or Purchaser, as applicable, the Pre‑Closing Holders entitled to receive the Merger Consideration in accordance with such holders’ relative Escrow Percentages promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case in which this Section 11.7 13.8 provides for the release of Indemnification Escrow Funds, each of Purchaser Buyer and Seller the Holder Representative shall promptly submit joint written instructions to the Escrow Agent instructing ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted. the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 11.7 13.8 and the Escrow Agreement.

Release of Escrow. The Escrow Agreement shall specify that: (a) on the first Business Day following the eighteen-month anniversary of the Closing, the Escrow Agent shall pay to Seller so much of the Indemnification Escrow Funds (if any) so that the balance remaining shall not be in excess of $12,000,000 plus the aggregate amount reasonably attributable to any Pending Claim(s); (b) the Indemnification Escrow Funds shall be released to the Seller on the second (2nd) first Business Day following September 30, 2018the thirty-six-month anniversary of the Closing; provided, however, that, if any Indemnification Claim shall have been properly asserted by any Purchaser Indemnified Party in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remains pending as of 11:59 p.m. Eastern time on September 30, 2018 (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to the Seller shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus less the aggregate amount of reasonably attributable to such Pending Claim Claim(s), and (ii) any funds that remain in escrow following September 30, 2018 the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller and/or Purchaser, as applicable, promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In ; and (c) in each case in which this Section 11.7 provides for the release of Indemnification Escrow Funds, each of Purchaser Acquiror and the Seller shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 11.7 and the Escrow Agreement.