Release of Indemnification Escrow Amount. (i) Except as provided in clauses (ii) through (iv) of this Section 5(b), the Agent shall hold the Indemnification Escrow Amount until the termination of the Indemnification Security Period.
Release of Indemnification Escrow Amount. (a) On the six month anniversary of the Closing Date, the Escrow Agent shall release to Seller the remaining portion of the Indemnification Escrow Amount less an amount equal to the aggregate of all claims for indemnification of the Indemnified Persons which have been properly asserted prior to such date and remain pending and unresolved on such date.
Release of Indemnification Escrow Amount. On the first (1st) anniversary of the Closing Date, after the payment to the Buyer Indemnified Parties of any amounts due and owing pursuant to Article 10 and Article 11 (including Section 11.8), Buyer and the Seller Representative shall direct the Escrow Agent to release to the Sellers, pro rata in accordance with their respective Escrow Percentages, the portion of the Indemnification Escrow Funds in excess of the Pending Claims Amount on such date. Thereafter, as soon as reasonably practicable after the resolution of each such outstanding claim, if any, but in no event later than five (5) Business Days thereafter, the Seller Representative and Buyer shall each direct the Escrow Agent, after disbursement to the Buyer Indemnified Parties of the applicable portion of the Indemnification Escrow Funds, if any, pursuant to this Agreement in connection with such resolution, to release to the Sellers, pro rata in accordance with their respective Escrow Percentages, all remaining Indemnification Escrow Funds in excess of the remaining aggregate amount of the Pending Claims Amount prior to such date.
Release of Indemnification Escrow Amount. On the first Business Day after the twelve (12)-month anniversary of the Closing Date, Buyer and Sellers’ Representative shall jointly instruct the Escrow Agent to release to the Sellers’ Representative, for payment to Sellers (in accordance with their Pro Rata Percentages) an amount equal to the then-remaining portion of the Indemnification Escrow Amount (including any accrued interest), less an aggregate amount equal to the total of all unresolved claims for indemnification of the Buyer Indemnitees that have been properly asserted pursuant to Article VIII prior to such date (the “Unresolved Claims”). Promptly following the final resolution of the Unresolved Claims, Buyer and Sellers’ Representative shall jointly instruct the Escrow Agent to release to the Sellers’ Representative, for payment to Sellers (in accordance with their Pro Rata Percentages) the portion of the Indemnification Escrow Amount (including any accrued interest) remaining after all disbursements (if any) to the Buyer Indemnitees resulting from the final resolution of such Unresolved Claims, if any. Any distribution pursuant to this Section 8.8 shall be made in accordance with this Agreement and the Escrow Agreement.
Release of Indemnification Escrow Amount. (i) On the first Business Day after the date that is the 12-month anniversary of the Closing Date, the Escrow Agent shall release to the Exchange Agent 50 percent of the Indemnification Escrow Amount less an amount equal to the sum of (i) the aggregate amount of all claims for indemnification of the Buyer Group pursuant to Section 9.2 which have been asserted prior to such date and which either have been paid or remain pending and unresolved on such date, and (ii) the amount necessary for payment of any expenses of the Stockholders’ Representative, all in accordance with the provisions of the Escrow Agreement.
Release of Indemnification Escrow Amount. (a) On April 30, 2005, the Escrow Agent shall release to the Holder Representative for distribution to the Escrow Participants, pro rata in accordance with their Applicable Percentages – Non-Rollover/AFDS, the portion of the Net Indemnification Escrow Amount (including any interest thereon) in excess of an amount equal to (i) the aggregate of all Applicable Percentages – Non-Rollover/AFDS multiplied by (ii) an amount equal to (A) $25,000,000 plus (B) an amount equal to the aggregate of all Claims for indemnification of the Acquiror Indemnified Parties which are properly asserted and pending on such date (other than Claims with respect to any Seller Matter described in clause (ii) of the definition of “Seller Matter” for which no additional amount shall remain in escrow). After April 30, 2005, promptly upon the resolution of any such pending Claim for indemnification, the Escrow Agent shall release to the Holder Representative for distribution to the Escrow Participants, pro rata in accordance with their Applicable Percentages – Non-Rollover/Non-Rollover, any portion of the Net Indemnification Escrow Amount (including any interest thereon) in excess of an amount equal to (i) the Applicable Percentage – Non-Rollover/AFDS multiplied by (ii) $25,000,000, after the resolution of such pending Claim.
Release of Indemnification Escrow Amount. Any funds remaining in the Indemnification Escrow Account as of 5:00 p.m. New York local time on the date the Survival Period expires shall be released to Seller as promptly as practicable; provided, however, if any Parent Indemnified Party has given timely notice of a Parent Indemnifiable Claim which specifies the amount of Losses and such claim is then pending, the Escrow Agent shall retain a portion of the remaining Indemnification Escrow Amount equal to the amount of such claimed Losses until it receives joint written instructions of the Buyer and Seller or a final non-appealable order of a court of competent jurisdiction, upon which the Escrow Agent shall pay such retained portion of Indemnified Escrow Amount, if any, to the Seller in accordance with this paragraph.
Release of Indemnification Escrow Amount. (a) On the 18-month anniversary of the Closing Date, Parent and the Shareholder Representative shall deliver joint instructions to the Escrow Agent, instructing the Escrow Agent to release from the Indemnification Escrow Amount an amount equal to $400,000 less an aggregate amount equal to the sum of (i) all Losses previously disbursed from the Indemnification Escrow Amount to Parent in accordance with this Article IX plus (ii) all Losses attributable to any then-pending Demands (the “Pending Claims Amount”), and to deposit such amount, if any, with the Paying Agent for distribution to the Shareholders in accordance with their Pro Rata Percentages. The Pending Claims Amount shall not be used to satisfy any other claims (e.g., other than those that are the subject of then-pending Demands referenced above in this Section 9.7(a)) and shall be either (A) released to Parent or (B) deposited with the Paying Agent for distribution to the Shareholders in accordance with their Pro Rata Percentages, as applicable, promptly following a final non-appealable resolution with respect to any such then-pending Demands.
Release of Indemnification Escrow Amount. On the first Business Day following the Expiration Date, Buyer and the Stockholder Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute from the Indemnification Escrow Account to the Stockholder Representative for the benefit of the Stockholders the amount by which the amount then remaining in the Indemnification Escrow Account exceeds the aggregate amount of indemnification claims disbursed to Buyer pursuant hereto and the aggregate amount of indemnification claims made hereunder and then pending (the “Pending Claims”). With respect to any Pending Claims, as soon as reasonably practicable following resolution of any such Pending Claims pursuant to the procedures set forth herein, Buyer and the Stockholder Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute from the Indemnification Escrow Account to the Stockholder Representative for the benefit of the Stockholders the amount, if any, of such Pending Claims which has not been paid to an Indemnified Party in connection with such resolution, plus the pro rata amount of any income earned on such amount and available in the Indemnification Escrow Account for distribution.
Release of Indemnification Escrow Amount. As promptly as practicable after June 30, 1999, the Escrow Agent shall release to the Holder Representative for distribution to the Holders all or any remaining portion of the Indemnification Escrow Amount (including any earnings thereon) LESS the sum of (i) an amount equal to the aggregate of all claims for indemnification of the Surviving Corporation which are properly asserted and pending on such date PLUS (ii) One Million Dollars ($1,000,000). Promptly upon the resolution of any such pending claim for indemnification, the Escrow Agent shall release to the Holder Representative for distribution to the Holders any Indemnification Escrow Amount (including any earnings thereon) retained in respect of such pending claim for indemnification remaining after the resolution of such pending claim; PROVIDED, HOWEVER, that until the date upon which the representations and warranties of Holdings set forth in Section 3.17 terminate as provided in
