Release of Indemnity Escrow Funds. This Section 5(b) is subject to the terms of Section 5(a), above.
(i) At any time during the Escrow Period (subject to the terms of the Securities Purchase Agreement), if the Buyer desires to receive a disbursement from the Indemnity Escrow Funds as payment, in whole or in part, for Indemnifiable Damages incurred by the Buyer, Buyer shall deliver to the Escrow Agent a written notice which shall set forth (x) the amount of the Indemnifiable Damages, (y) the factual basis underlying such claim for Indemnifiable Damages and (z) the Section(s) of the Securities Purchase Agreement pursuant to which such Indemnifiable Damages are claimed (a "BUYER CLAIM NOTICE"). The Buyer shall concurrently deliver a copy of such Buyer Claim Notice to the Determination Committee in accordance with the notice provisions of this Agreement. Unless the Determination Committee delivers to the Escrow Agent a written notice stating that the Company objects to all or any portion of the requested disbursement set forth in a Buyer Claim Notice within twenty (20) days from the date that such Buyer Claim Notice is received by the Determination Committee (such written notice of objection, the "COMPANY DISPUTE NOTICE"), the Escrow Agent shall disburse to the Buyer within three (3) business days after the end of such 20-day period from the Indemnity Escrow Funds, that portion of the Indemnity Escrow Funds equal in value to the Indemnifiable Damages claimed in such Buyer Claim Notice.
(ii) If the Determination Committee delivers to the Escrow Agent a Company Dispute Notice in respect of a Buyer Claim Notice in accordance with the terms of this Section, the Escrow Agent shall (x) disburse to the Buyer from the Indemnity Escrow Funds that portion of the Indemnity Escrow Funds equal in value to the Indemnifiable Damages claimed in such Buyer Claim Notice and not objected to in such Company Dispute Notice and (y) make no disbursement of Indemnity Escrow Funds in respect of Indemnifiable Damages claimed in such Buyer Claim Notice to the extent objected to in such Company Dispute Notice unless and until the Escrow Agent has obtained from the Buyer and the Determination Committee jointly executed instructions in form and substance reasonably satisfactory to the Escrow Agent (a "JOINT RELEASE CERTIFICATE") directing the disbursement of Indemnity Escrow Funds in respect of Indemnifiable Damages claimed in such Buyer Claim Notice and objected to in such Company Dispute Notice.
(iii) In the event of any ...
Release of Indemnity Escrow Funds. On the three (3)-year anniversary of the Closing Date, the Seller and the Purchaser shall deliver joint instructions to the Escrow Agent, in a form as reasonably agreed upon by the parties, instructing the Escrow Agent to release from the Indemnity Escrow Account and deliver to the Seller or its designee any then-remaining Indemnity Escrow Funds; provided, however, that if there are any then-unresolved good faith claims for indemnification pursuant to Section 9.01(a) as of such date, then the Escrow Agent shall only be instructed to release an amount equal to the amount (if any), by which the then-remaining Indemnity Escrow Funds exceed the aggregate amount of losses asserted in such then-unresolved good faith claims for indemnification. Promptly following the final resolution (including any appeal) of such claims, the Seller and the Purchaser shall deliver joint instructions to the Escrow Agent, in a form as reasonably agreed upon by the parties, instructing the Escrow Agent to release from the Indemnity Escrow Account and deliver (a) to the applicable Indemnified Party the amount (if any) to which such Indemnified Party is entitled in accordance with Section 9.06 and (b) after giving effect to the release of Indemnity Escrow Funds pursuant to the foregoing clause (a) (if any), to the Seller any remaining Indemnity Escrow Funds.
Release of Indemnity Escrow Funds. (a) On the date that is 18 months following the Closing Date (or, if such date is not a Business Day, then the first (1st) Business Day thereafter) (the “Final Escrow Release Date”), the Escrow Agent shall pay to Sellers, in accordance with the terms of the Escrow Agreement, the amount (the “Final Escrow Release Amount”) by which the Indemnity Escrow Funds exceed the aggregate amount of all Pending Claims as of the Final Escrow Release Date. If the R&W Policy is obtained and it provides for a reduction in the insurance retention amount prior to the Final Escrow Release Date, then on the effective date of such reduction (or, if such date is not a Business Day, then the first (1st) Business Day thereafter) (the “Interim Escrow Release Date”), the Escrow Agent shall pay to Sellers, in accordance with the terms of the Escrow Agreement, the amount (the “Interim Escrow Release Amount”) by which the Indemnity
Release of Indemnity Escrow Funds. Any funds remaining in the Indemnity Escrow Account, less the amount claimed pursuant to Section 7.2.1 in respect of matters which have not been resolved prior to the date which is twelve (12) months following the Closing Date shall be released to Seller on such date that is twelve (12) months following the Closing Date, provided that Purchaser and Seller shall promptly provide written instruction to the Escrow Agent to make such release. At any time after the date that is twelve (12) months after the Closing Date, if a claim for which funds had been retained in the Indemnity Escrow Account is resolved, Purchaser and Seller shall, within three (3) Business Days following resolution thereof, provide written instructions to the Escrow Agent to release the funds associated therewith to the Party associated with such resolution.
Release of Indemnity Escrow Funds. As promptly as possible following the eighteen (18) month anniversary of the Closing Date, and in any event within three (3) Business Days, Parent and the Securityholder Representative shall jointly instruct the Escrow Agent to release such portion of the Indemnity Escrow Amount as is remaining in the Indemnity Escrow Fund (excluding the amount that Parent determines in good faith to be necessary to satisfy all indemnification claims for which Indemnification Claim Notices have been delivered to the Securityholder Representative on or prior to such eighteen (18) month anniversary of the Closing Date that are not fully and finally resolved pursuant to a Final Resolution (or if resolved, not fully paid in accordance with the Final Resolution in respect thereof, if applicable)) as follows: (x) to the Paying Agent, a portion of such remaining amount to which the Stockholders are entitled pursuant to Article 2 for further payment to each Stockholder in accordance in accordance with such Securityholder’s Pro Rata Portion and (y) to the Company, remaining amount after the distribution described in subclause (x) for further distribution to each vested In-the-Money Optionholders (as of immediately prior to the Effective Time) in accordance with such Securityholder’s Pro Rata Portion via the Surviving Corporation’s payroll system.
Release of Indemnity Escrow Funds. On the date that is the first Business Day following the 12-month anniversary of the Closing Date (the “Indemnity Escrow Release Date”), the Investors and DevCo will send a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to the accounts designated by Digital Bridge the then-existing Indemnity Escrow Funds held in the Escrow Account, except the aggregate amount of all unsatisfied claims for indemnification for Losses that an Investor Indemnified Party has made against the Retained Owners on or before such date pursuant to this Article X and which are then subject to satisfaction (in whole or in part) from the Indemnity Escrow Funds. Any Indemnity Escrow Funds that are so retained in the Escrow Account following the Indemnity Escrow Release Date in respect of any such pending indemnification claim will be released and paid to the affiliates of the Retained Owners designated by Digital Bridge or the Investors, as applicable, following the full and final resolution of such pending claim, pursuant to joint written instructions to be sent by DevCo and the Investors to the Escrow Agent.
Release of Indemnity Escrow Funds. Subject to and in accordance with the terms of the Escrow Agreement, the Parties agree to cause the Escrow Agent to release any and all amounts then remaining in the Indemnity Escrow Funds which are not subject to a Claim Notice to the Paying Agent to be paid out to the Equityholders pursuant to the terms of the Escrow Agreement within five (5) Business Days following the three year anniversary of the Closing Date. Any portion of the amounts remaining in the Indemnity Escrow Funds subject to an unresolved Claims Notice on the three year anniversary of the Closing Date shall be held and released by the Escrow Agent in accordance with the terms of the Escrow Agreement.
