Common use of Release of Indemnification Escrow Amount Clause in Contracts

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. (ii) If the Agent shall be furnished by the Buyer with a copy of an award (an "Award") in an action against the Seller by the Buyer made by any arbitrator, mediator or court of competent jurisdiction resulting from a claim for indemnification by the Buyer pursuant to Article X of the Purchase Agreement, then the Agent shall promptly, but in no event more than five Business Days after receipt by the Agent of such Award, reduce the Indemnification Escrow Amount by an amount equal to the lesser of (A) the amount stated in the Award and (B) the Indemnification Escrow Amount, and pay such amount by wire transfer of immediately available funds to an account designated in writing by the Buyer. (iii) If the Agent receives a Notice of Agreement that is executed by the Buyer and the Seller with respect to the payment of a claim for indemnification by the Buyer pursuant to Article X of the Purchase Agreement, then the Agent shall promptly, but in no event more than five Business Days after receipt by the Agent of such Notice of Agreement, reduce the Indemnification Escrow Amount by an amount equal to the lesser of (A) the amount stated in such Notice of Agreement and (B) the Indemnification Escrow Amount, and pay such amount by wire transfer of immediately available funds to an account designated in writing by the Buyer. (iv) At the end of the Indemnification Security Period, the Agent shall release to the Seller any remaining Indemnification Escrow Amount that is not necessary to satisfy any amounts with respect to any unresolved claim for indemnification under Article X of the Purchase Agreement made by the Buyer prior to the end of the Indemnification Security Period.

Release of Indemnification Escrow Amount. (i) Except as provided in clauses (ii) through (iv) The procedure for the release of this Section 5(b), the Agent shall hold the Indemnification Escrow Amount until shall be as follows: (i) If any Allowed Indemnification Amount is determined or agreed to be due to Buyer prior to the termination Escrow Release Date (as defined below), Buyer and Seller will instruct the Escrow Agent to release such amount to Buyer from the Indemnification Escrow Amount, to the extent available. If there is a remaining balance of the Indemnification Security PeriodEscrow Fund as of 11:59 p.m. Eastern Time on the date that is eighteen (18) months from the Closing Date (the “Escrow Release Date”), then, on the first Business Day after the Escrow Release Date, Buyer and Seller shall authorize and provide joint written instructions to the Escrow Agent for the disbursement of the remaining balance of the Indemnification Escrow Amount minus the good faith estimated value of the aggregate Liability associated with any pending Indemnification Claims of one or more Buyer Indemnitees properly asserted in accordance with this Agreement pursuant to this ARTICLE VII (such disbursement, the “Partial Disbursement”, the amount of such disbursement, the “Disbursement Amount”, and such pending indemnification claims, the “Pending Indemnification Claims”) so long as (A) Buyer has timely delivered a written notice of indemnification under this ARTICLE VII, (B) such Pending Indemnification Claims are equal to or exceed the Basket, if applicable, and (C) the Disbursement Amount is a positive number. For the avoidance of doubt, if the Disbursement Amount is a negative number, then there shall be no Partial Disbursement. (ii) If the Agent shall be furnished by the Buyer with After a copy Partial Disbursement, upon resolution of an award (an "Award") in an action against the Seller by the Buyer made by any arbitrator, mediator or court of competent jurisdiction resulting from a previously unresolved indemnification claim for indemnification by the Buyer pursuant to Article X the terms of the Purchase this Agreement, then then, on the Agent shall promptly, but in no event more than five first Business Days Day after receipt by the Agent resolution of such Awardunresolved indemnification claim, reduce Xxxxx shall then authorize the Indemnification Escrow Amount by an amount equal release to Seller, and provide instructions to the lesser Escrow Agent for such release, of (A) the amount stated in the Award and (B) any remaining portion of the Indemnification Escrow Amount, and pay if any, held on account of such amount by wire transfer resolved Pending Indemnification Claim not distributed to Buyer in satisfaction of immediately available funds to an account designated in writing by the Buyersuch claim. (iii) If the Agent receives a Notice of Agreement that is executed by the Buyer and the Seller with respect to the payment of a claim for indemnification by the Buyer pursuant to Article X there are no Pending Indemnification Claims as of the Purchase AgreementEscrow Release Date, then then, on the Agent first Business Day after the Escrow Release Date, Buyer shall promptly, but in no event more than five Business Days after receipt by authorize the Agent disbursement to Seller of such Notice the remaining balance of Agreement, reduce the Indemnification Escrow Amount by an amount equal to in accordance with the lesser instructions of (A) the amount stated in such Notice of Agreement and (B) the Indemnification Escrow Amount, and pay such amount by wire transfer of immediately available funds to an account designated in writing by the BuyerSeller. (iv) At the end of the Indemnification Security Period, the Agent shall release to the Seller any remaining Indemnification Escrow Amount that is not necessary to satisfy any amounts with respect to any unresolved claim for indemnification under Article X of the Purchase Agreement made by the Buyer prior to the end of the Indemnification Security Period.

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) Except as provided in clauses the aggregate of all Applicable Percentages – Non-Rollover/AFDS multiplied by (ii) through an amount equal to (ivA) of this Section 5(b), the Agent shall hold the Indemnification Escrow Amount until the termination of the Indemnification Security Period. $25,000,000 plus (iiB) If the Agent shall be furnished by the Buyer with a copy of an award (an "Award") in an action against the Seller by the Buyer made by any arbitrator, mediator or court of competent jurisdiction resulting from a claim for indemnification by the Buyer pursuant to Article X of the Purchase Agreement, then the Agent shall promptly, but in no event more than five Business Days after receipt by the Agent of such Award, reduce the Indemnification Escrow Amount by an amount equal to the lesser aggregate of all Claims for indemnification of the Acquiror Indemnified Parties which are properly asserted and pending on such date (A) the amount stated in the Award and (B) the Indemnification Escrow Amount, and pay such amount by wire transfer of immediately available funds to an account designated in writing by the Buyer. (iii) If the Agent receives a Notice of Agreement that is executed by the Buyer and the Seller other than Claims with respect to the payment of a claim for indemnification by the Buyer pursuant to Article X any Seller Matter described in clause (ii) of the Purchase Agreementdefinition of “Seller Matter” for which no additional amount shall remain in escrow). After April 30, then 2005, promptly upon the Agent shall promptly, but in no event more than five Business Days after receipt by the Agent resolution of any such Notice of Agreement, reduce the Indemnification Escrow Amount by an amount equal to the lesser of (A) the amount stated in such Notice of Agreement and (B) the Indemnification Escrow Amount, and pay such amount by wire transfer of immediately available funds to an account designated in writing by the Buyer. (iv) At the end of the Indemnification Security Periodpending Claim for indemnification, the Escrow Agent shall release to the Seller Holder Representative for distribution to the Escrow Participants, pro rata in accordance with their Applicable Percentages – Non-Rollover/Non-Rollover, any remaining portion of the Net Indemnification Escrow Amount that is not necessary (including any interest thereon) in excess of an amount equal to satisfy (i) the Applicable Percentage – Non-Rollover/AFDS multiplied by (ii) $25,000,000, after the resolution of such pending Claim. (b) As promptly as practicable after the expiration of the Survival Period, the Escrow Agent shall release to the Holder Representative for distribution to the Escrow Participants, pro rata in accordance with their Applicable Percentage – Non-Rollover/Non-Rollover, all or any amounts remaining portion of the Net Indemnification Escrow Amount (including any interest thereon) less an amount equal to (i) the aggregate of the Applicable Percentages – Non-Rollover/AFDS multiplied by (ii) the aggregate of all Claims (other than Claims with respect to any unresolved claim Seller Matter described in clause (ii) of the definition thereof except as provided below) for indemnification under Article X of the Purchase Agreement made by Acquiror Indemnified Parties which are properly asserted and pending on such date. After the Buyer expiration of the Survival Period, 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 Percentage – Non-Rollover/Non-Rollover, any Net Indemnification Escrow Amount (including any interest thereon) retained in respect of such pending Claim for indemnification remaining after the resolution of such pending Claim. Notwithstanding the foregoing, in the event that any Claim with respect to any Seller Matter described in clause (ii) of the definition thereof has not been fully and finally resolved on or prior to the end date on which the Survival Period expires, an amount equal to (i) the aggregate of the Applicable Percentages – Non-Rollover/AFDS multiplied by (ii) $5,000,000 shall remain in escrow as the Net Indemnification Escrow Amount with respect to all such Claims until they are finally resolved and all Indemnified Losses with respect thereto shall have been paid to Acquiror or Holdings, at which time any remaining portion after the resolution of such Claims shall be distributed to the Escrow Participants, pro rata in accordance with their Applicable Percentages – Non-Rollover/Non-Rollover. (c) The Holder Representative and Acquiror shall promptly deliver joint written instructions required pursuant to the terms of the Indemnification Security PeriodEscrow Agreement in order to make the distributions required by this Section 9.6 or in the event that any Acquiror Indemnified Party is entitled to indemnification under this Article IX with respect to any Losses.

Release of Indemnification Escrow Amount. (i) Except As promptly as provided in clauses (ii) through (iv) of this Section 5(b)practicable after June 30, 1999, the Escrow Agent shall hold release to the Holder Representative for distribution to the Holders all or any remaining portion of the Indemnification Escrow Amount until (including any earnings thereon) LESS the termination sum of (i) an amount equal to the aggregate of all claims for indemnification of the Indemnification Security Period. Surviving Corporation which are properly asserted and pending on such date PLUS (ii) If One Million Dollars ($1,000,000). Promptly upon the resolution of any such pending claim for indemnification, the Escrow Agent shall be furnished by release to the Buyer with a copy Holder Representative for distribution to the Holders any Indemnification Escrow Amount (including any earnings thereon) retained in respect of an award (an "Award") in an action against the Seller by the Buyer made by any arbitrator, mediator or court of competent jurisdiction resulting from a such pending claim for indemnification by remaining after the Buyer pursuant to Article X resolution of such pending claim; PROVIDED, HOWEVER, that until the Purchase Agreement, then date upon which the representations and warranties of Holdings set forth in Section 3.17 terminate as provided in Section 9.1 the Escrow Agent shall promptly, but in no event more than five Business Days after receipt by retain and shall not distribute to the Agent of such Award, reduce the Holder Representative an Indemnification Escrow Amount by an amount equal to the lesser of (Ai) One Million Dollars ($1,000,000) and (ii) the amount stated in the Award and (B) the Indemnification Escrow Amount, and pay such amount by wire transfer of immediately available funds to an account designated in writing by the Buyer. (iii) If the Agent receives a Notice of Agreement that is executed by the Buyer and the Seller with respect to the payment of a claim for indemnification by the Buyer pursuant to Article X of the Purchase Agreement, then the Agent shall promptly, but in no event more than five Business Days after receipt by the Agent of such Notice of Agreement, reduce the Indemnification Escrow Amount by an amount equal remaining after payment of all claims for indemnification of the Surviving Corporation pursuant to this Article IX. Notwithstanding anything herein to the lesser of (A) contrary, as promptly as practicable after the amount stated in such Notice of Agreement and (B) the Indemnification Escrow Amount, and pay such amount by wire transfer of immediately available funds to an account designated in writing by the Buyer. (iv) At the end expiration of the Indemnification Security Periodrepresentations and warranties of Holdings set forth in Section 3.17 terminate as provided in Section 9.1, the Escrow Agent shall release to the Seller any Holder Representative for distribution to the Holders the remaining balance of the Indemnification Escrow Amount (including any earnings thereon), less the aggregate of all claims for indemnification of the Surviving Corporation which are properly asserted and pending on such date, as specified in the Indemnification Agreement. The Indemnification Escrow Agreement will provide that is not necessary interest earned on the Indemnification Escrow Amount shall be payable quarterly to satisfy the Holder Representative to be distributed to the Holders. Any distribution to the Holders pursuant to this Section 9.6 shall be made in accordance with the Holders' Contingent Distribution Percentages and shall be net of any amounts with respect to any unresolved claim for indemnification under Article X of which the Purchase Agreement made by the Buyer prior Holder Representative is entitled pursuant to the end of the Indemnification Security PeriodSections 1.10 and 1.11.

Release of Indemnification Escrow Amount. (ia) Except as provided in clauses (ii) through (iv) On the 18-month anniversary of this Section 5(b)the Closing Date, Parent and the Shareholder Representative shall deliver joint instructions to the Escrow Agent, instructing the Escrow Agent shall hold to release from the Indemnification Escrow Amount until an amount equal to $400,000 less an aggregate amount equal to the termination sum of the Indemnification Security Period. (iii) If the Agent shall be furnished by the Buyer with a copy of an award (an "Award") in an action against the Seller by the Buyer made by any arbitrator, mediator or court of competent jurisdiction resulting all Losses previously disbursed from a claim for indemnification by the Buyer pursuant to Article X of the Purchase Agreement, then the Agent shall promptly, but in no event more than five Business Days after receipt by the Agent of such Award, reduce the Indemnification Escrow Amount by an amount equal 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 lesser 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) the amount stated in the Award and 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. (b) During the period commencing on the 18-month anniversary of the Closing Date and ending on the 36-month anniversary of the Closing Date, the then-remaining portion of the Indemnification Escrow Amount, and pay such amount by wire transfer if any, shall be used solely to satisfy (i) for the avoidance of immediately available funds to an account designated in writing by the Buyer. (iii) If the Agent receives a Notice of Agreement that is executed by the Buyer and the Seller with respect to the payment of a claim for indemnification by the Buyer doubt, any then-pending Demands pursuant to Article X of the Purchase AgreementSection 9.7(a) or (ii) claims arising out of, then the Agent shall promptly, but in no event more than five Business Days after receipt by the Agent of such Notice of Agreement, reduce the Indemnification Escrow Amount by an amount equal relating to the lesser of or resulting from (A) a breach of or inaccuracy in any of the amount stated in such Notice of Agreement and Company’s or any Shareholder’s Fundamental Representations, (B) a breach of or inaccuracy in any of the representations or warranties contained in or made pursuant to Section 3.10 (Intellectual Property) or (C) Losses pursuant to Section 9.2(b) or Section 9.2(c). On the 36-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 the then-remaining amount of the Indemnification Escrow Amount, and pay such amount by wire transfer of immediately available funds if any, to an account designated the Paying Agent for distribution to the Shareholders in writing accordance with their Pro Rata Percentages; provided, however, all Losses attributable to any then-pending Demands shall continue to be held by the BuyerEscrow Agent until there is a final non-appealable resolution of the underlying Demands, at which time the undistributed amount 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. (ivc) At To the end extent that there should be a dispute as to the amount, manner or determination of any indemnity claim by the Indemnified Parent Parties, the Shareholder Representative (on behalf of the Indemnification Security Period, the Agent Shareholders) shall release nevertheless promptly execute and deliver to the Seller any remaining Escrow Agent written instructions instructing the Escrow Agent to disburse to Parent from the Indemnification Escrow Amount with respect to claims for Losses to the extent of the amount, if any, that is not necessary to satisfy any amounts with respect to any unresolved claim for indemnification under Article X of the Purchase Agreement made by the Buyer prior to the end of the Indemnification Security Periodin dispute.