Release of Remaining Escrow Funds. With regard to the remainder of the Escrow Funds not released pursuant to Section 2.3 hereof, promptly following Expiration Date, the Escrow Agent, acting as Paying Agent, shall pay the remaining balance of the Escrow Funds in accordance with Section 7.5 of the Merger Agreement, to the Selling Securityholders (to each, their respective Allocated Portion) (subject to withholding as applicable) based on a Joint Release Instruction.
Release of Remaining Escrow Funds. (i) Within two Business days of the Release Date (the “Distribution Date”), the Escrow Agent shall release to TTCP, by wire transfer to an account(s) designated by TTCP, the remaining balance of the Escrow Funds in the Escrow Account, less the amount of all Unresolved Claims. For purposes of this Escrow Agreement, “
Release of Remaining Escrow Funds. Promptly, but no later than five (5) days following the Release Date, Acquirer shall deliver to the Company Holders (a) all of the Special Escrow Fund (if any) in excess of any amount of Special Escrow Fund that is necessary to satisfy all unsatisfied or disputed claims for Damages for Special Escrow Claims specified in any Notice of Claim delivered to the Representative before the Release Date and (b) all of the General Escrow Fund (if any) in excess of any amount of General Escrow Fund that is necessary to satisfy all unsatisfied or disputed claims for Damages for (i) General Escrow Claims specified in any Notice of Claim delivered to the Representative before the Release Date and (ii) Special Escrow Claims to the extent that the Special Escrow Fund is insufficient to fully satisfy such Special Escrow Claims. If any Claims are pending but not resolved on the Release Date (“Pending Clams”), then (a) Acquirer shall retain possession and custody of that amount of Special Escrow Fund that equals the total maximum amount of Damages then being claimed by Acquirer in all such pending Special Escrow Claims, and as soon as each of such Special Escrow Claims is resolved, Acquirer shall deliver to the Company Holders any remaining amount of the Special Escrow Fund that was reserved for such Claim but was not required to satisfy such Special Escrow Claim (and is not required as security for any remaining Pending Claims) and (b) Acquirer shall retain possession and custody of that amount of General Escrow Fund that equals the total maximum amount of Damages then being claimed by Acquirer in all such pending General Escrow Claims and, to the extent that the Special Escrow Fund is insufficient to satisfy all pending Special Escrow Claims, such excess from the General Escrow Fund as would be needed to satisfy such pending Special Escrow Claims, and as soon as each of such General Escrow Claims and/or Special Escrow Claims is resolved, Acquirer shall deliver to the Company Holders any remaining amount of the General Escrow Fund that was reserved for such Claim but was not required to satisfy such Claim (and is not required as security for any remaining Pending Claims).
Release of Remaining Escrow Funds. 4.3.1 Within three (3) business days after the Escrow Release Date (the "Distribution Date"), the Escrow Agent shall release to the Shareholder Representative by wire transfer to an account designated by the Shareholder Representative, the remaining balance of the Escrow Funds in the Escrow Account, less the amount of all Unresolved Claims. For purposes of this Escrow Agreement, the term "Unresolved Claims" shall mean, as of the Escrow Release Date, the aggregate amount of all Claims that are the subject of a Dispute Notice that have not previously been resolved or satisfied in accordance herewith or that were otherwise properly and timely asserted under this Escrow Agreement but otherwise unsatisfied as of the Escrow Release Date, including any Claims for which an Escrow Notice has been delivered but for which the twenty (20) business day objection period has not expired as of the Escrow Release Date.
Release of Remaining Escrow Funds. Escrow Agent shall disburse the Working Capital Escrow Funds and Indemnity Escrow Funds to GSH (solely for the benefit of the Sellers), as follows:
Release of Remaining Escrow Funds. (i) No later than five (5) business days following the Survival Date, the Escrow Agent shall release to the Stockholders’ Representative the remaining balance of the Escrow Funds in the Escrow Account as of the Survival Date (together with all Income (as defined below)), less the amount of all Unresolved Claims. “
Release of Remaining Escrow Funds. (i) Within five days of the Escrow Release Date (the "Distribution Date"), the Escrow Agent shall release to Seller, by wire transfer to an account or accounts designated by Seller, the remaining balance of the Escrow Funds in the Escrow Account, less the amount of all Unresolved Claims. "
Release of Remaining Escrow Funds. On the third (3rd) business day following the eighteen (18) month anniversary of the Closing Date (the “Final Distribution Date”) the Escrow Agent shall distribute to Seller, by wire transfer to an account or accounts designated by the Seller in writing, an amount equal to the outstanding balance of the Escrow Funds in the Escrow Account as of the Final Distribution Date less an amount equal to the sum of all amounts subject to an unresolved Payment Dispute Notice (the “Unresolved Disputed Amounts”). The Unresolved Disputed Amounts shall continue to be held in the Escrow Fund until receipt of a Final Order or a joint written declaration to the Escrow Agent, executed by both the Buyer and the Seller, instructing the release and distribution of the Unresolved Disputed Amounts, or any portion thereof.
Release of Remaining Escrow Funds. (i) Within 2 days after (i) receipt of joint written instructions by the Purchaser and Seller that all of the terms and conditions of Section 2.5 of the Purchase Agreement have been satisfied or (ii) a final payment has been made under Section 2.5 of the Purchase Agreement (the “Distribution Date”), the Escrow Agent shall release to the Seller the remaining balance of the Escrow Amount in the Escrow Account as of the Distribution Date, less the amount of all Unresolved Claims. For purposes of this Agreement, the term “
Release of Remaining Escrow Funds. (i) On the second business day following the second anniversary of the Closing Date (the "Final Distribution Date"), the Escrow Agent shall release to KEG the remaining balance of the Escrow Amount in the Escrow Funds as of the Final Distribution Date, less the amount of all Unresolved Claims.
