Common use of Release of Remaining Escrow Funds Clause in Contracts

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. (ii) Promptly upon the Escrow Agent's receipt of the final determination of Buyer and KEG or the final determination of a court of competent jurisdiction or the arbitrator, as the case may be (which final determination shall be accompanied by a legal opinion by counsel for the presenting party reasonably satisfactory to Escrow Agent to the effect that the decision or order is final and non-appealable), of any Unresolved Claims that are the subject of a Dispute Notice or upon the expiration of the 10-business day objection period for any Unresolved Claims for which no Dispute Notice has been delivered, the Escrow Agent shall release by wire transfer to an account or accounts designated by Buyer an amount of Escrow Amount equal to the amount of Escrow Amount to be released to the Indemnified Persons pursuant to such final determination or the amount of such Unresolved Claim for which no Dispute Notice has been delivered, as the case may be. If the Final Distribution Date has passed, after the resolution of all Unresolved Claims, any remaining Escrow Funds not distributed to the Indemnified Persons pursuant to the immediately preceding sentence shall be released promptly thereafter by the Escrow Agent to KEG. For purposes of this Agreement, the term "Unresolved Claims" shall mean, as of the First Distribution Date or the Final Distribution Date, as the case may be, the aggregate amount of all Indemnification Claims that are the subject of a Dispute Notice or that are otherwise unsatisfied as of such Distribution Date, including any Indemnification Claims for which an Indemnification Notice has been delivered but for which the 10-business day objection period has not expired as of such Distribution Date.

Release of Remaining Escrow Funds. 4.3.1 Within three (i3) On business days after the second business day following the second anniversary of the Closing Escrow Release Date (the "Final Distribution Date"), the Escrow Agent shall release to KEG the Shareholder Representative by wire transfer to an account designated by the Shareholder Representative, the remaining balance of the Escrow Amount Funds in the Escrow Funds as of the Final Distribution DateAccount, less the amount of all Unresolved Claims. (ii) Promptly upon . For purposes of this Escrow Agreement, the term "Unresolved Claims" shall mean, as of the Escrow Agent's receipt Release Date, the aggregate amount of the final determination of Buyer and KEG or the final determination of a court of competent jurisdiction or the arbitrator, as the case may be (which final determination shall be accompanied by a legal opinion by counsel for the presenting party reasonably satisfactory to Escrow Agent to the effect that the decision or order is final and non-appealable), of any Unresolved all Claims that are the subject of a Dispute Notice that have not previously been resolved or upon 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. 4.3.2 Unresolved Claims for which Shareholder Representative has objected in accordance with Section 4.1.1 shall be administered in accordance with such Section 4.1. 1. Upon the expiration of the 10-twenty (20) business day objection period for any Unresolved Claims for which no Dispute Notice has been delivered, the Escrow Agent shall release by wire transfer to an account or accounts designated by Buyer an amount of funds in the Escrow Amount Account equal to the amount of Escrow Amount to be released to the Indemnified Persons pursuant to such final determination or the amount of such Unresolved Claim for which no Dispute Notice has been delivered, as the case may be. If the Final Distribution Date has passed, after After the resolution of all each Unresolved ClaimsClaim, any remaining portion of the Escrow Funds in the Escrow Account not distributed to the Indemnified Persons Buyer pursuant to the immediately preceding sentence sentences and not subject to other Unresolved Claims shall be released promptly thereafter by the Escrow Agent by wire transfer to KEG. For purposes of this Agreement, the term "Unresolved Claims" shall mean, as of accounts designated by the First Distribution Date or the Final Distribution Date, as the case may be, the aggregate amount of all Indemnification Claims that are the subject of a Dispute Notice or that are otherwise unsatisfied as of such Distribution Date, including any Indemnification Claims for which an Indemnification Notice has been delivered but for which the 10-business day objection period has not expired as of such Distribution DateShareholder Representative.

Release of Remaining Escrow Funds. (i) On For purposes of this Agreement, the second business day following the second anniversary of the Closing Date (the "“Final Distribution Date")” shall mean [ ] [ ], the 2018. The Escrow Agent shall release to KEG the remaining balance of District on the Escrow Amount in the Escrow Funds as of first Business Day following the Final Distribution Date, less or as soon as practicably possible thereafter (but in any event no later than three (3) Business Days following the Final Distribution Date), (x) the balance of the Escrow Funds minus (y) the amount of all (1) Unresolved Claims and (2) any Claims for which the Objection Period has expired with no Dispute Notice, which amounts for Claims under clause (2) shall be promptly paid to the LCMC Party. For purposes of this Agreement, the term “Unresolved Claims. (ii) Promptly upon ” shall mean the Escrow Agent's receipt aggregate amount of the final determination of Buyer and KEG or the final determination of a court of competent jurisdiction or the arbitrator, as the case may be (which final determination shall be accompanied by a legal opinion by counsel for the presenting party reasonably satisfactory to Escrow Agent to the effect that the decision or order is final and non-appealable), of any Unresolved all Claims that are the subject of a Dispute Notice or upon the expiration and that remain unresolved as of the 10-business day objection period for applicable date as well as any Unresolved Claims for which no Dispute a Notice has been delivereddelivered but for which the Objection Period has not expired as of the Final Distribution Date. Promptly following the Escrow Agent’s receipt of Release Instructions for each Unresolved Claim, the Escrow Agent shall release by wire transfer to transfer(s) an account or accounts designated by Buyer an aggregate amount of Escrow Amount equal to the amount of Escrow Amount to be released to the Indemnified Persons pursuant to such final determination or the amount of such Unresolved Claim to the accounts and in the amounts specified in the Release Instructions. In the event that there exists any Unresolved Claim on the Final Distribution Date for which no Dispute Notice has been previously delivered, as and no Dispute Notice is subsequently delivered to the case may beEscrow Agent within the applicable Objection Period, the Escrow Agent shall release the amount of such Unresolved Claim pursuant to the LCMC Party’s written instructions. If the Final Distribution Date has passed, after After the resolution of all Unresolved Claims, any remaining Escrow Funds not previously distributed to the Indemnified Persons pursuant to the immediately preceding sentence either party shall promptly be released promptly thereafter by the Escrow Agent to KEG. For purposes of this Agreement, the term "Unresolved Claims" shall mean, as of the First Distribution Date or the Final Distribution Date, as the case may be, the aggregate amount of all Indemnification Claims that are the subject of a Dispute Notice or that are otherwise unsatisfied as of such Distribution Date, including any Indemnification Claims for which an Indemnification Notice has been delivered but for which the 10-business day objection period has not expired as of such Distribution DateDistrict.

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 disburse the Working Capital Escrow Funds and Indemnity Escrow Funds to KEG GSH (solely for the remaining balance benefit of the Sellers), as follows: i. In the case of the Working Capital Escrow Amount in Funds, no later than two Business Days immediately following the payment of any Negative Adjustment Amount, if any, or such earlier time that Buyer and GSH shall deliver Joint Written Instructions to Escrow Agent, Escrow Agent shall transfer to GSH an amount equal to the Working Capital Escrow Funds as of the Final Distribution Dateplus all interest, dividends and other distributions and payments thereon received by Escrow Agent from time to time, less the amount of all Unresolved ClaimsNegative Adjustment Amount, if any. ii. In the case of the Indemnity Escrow Funds, no later than the Business Day immediately following the last calendar day of the Indemnification Claim Period (ii) Promptly upon the “ Indemnity Escrow Release Date”), or such earlier time that Buyer and GSH shall deliver Joint Written Instructions to Escrow Agent's receipt of the final determination of Buyer and KEG or the final determination of a court of competent jurisdiction or the arbitrator, as the case may be (which final determination shall be accompanied by a legal opinion by counsel for the presenting party reasonably satisfactory to Escrow Agent to the effect that the decision or order is final and non-appealable), of any Unresolved Claims that are the subject of a Dispute Notice or upon the expiration of the 10-business day objection period for any Unresolved Claims for which no Dispute Notice has been delivered, the Escrow Agent shall release by wire transfer to an account or accounts designated by Buyer GSH an amount of Escrow Amount equal to (A) one hundred percent (100%) of the remaining Indemnity Escrow Funds plus all interest, dividends and other distributions and payments thereon received by Escrow Agent from time to time, less (B) the aggregate dollar amount of Escrow Amount claimed to be released to the Indemnified Persons payable pursuant to such final determination or the amount of such Unresolved Claim for which no Dispute Notice has been delivered, as the case may be. If the Final Distribution Date has passed, after the resolution of all Unresolved Claims, any remaining Escrow Funds not distributed to the Indemnified Persons pursuant to the immediately preceding sentence shall be released promptly thereafter by the Escrow Agent to KEG. For purposes of this Agreement, the term "Unresolved Claims" shall mean, as of the First Distribution Date or the Final Distribution Date, as the case may be, the aggregate amount of all Indemnification Claims that are the subject of a Dispute Notice or that are otherwise unsatisfied as of such Distribution Date, including any Indemnification then unresolved Liability Claims for which an Indemnification Indemnity Escrow Notice has been was delivered in accordance with the terms of this Agreement prior to the Indemnity Escrow Release Date. If any Liability Claims remain pending in whole or in part on the Indemnity Escrow Release Date, then an amount of the Indemnity Escrow Funds subject to the pending portion of the unresolved Liability Claim (but for which no more than such amount(s)) shall continue to be held by Escrow Agent as part of the 10-business day objection period has not expired as of such Distribution DateIndemnity Escrow Funds under this 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) On General Escrow Claims specified in any Notice of Claim delivered to the second business day following Representative before the second anniversary of the Closing Release 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. and (ii) Promptly upon Special Escrow Claims to the extent that the Special Escrow Agent's receipt 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 final determination 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 Buyer and KEG or that amount of General Escrow Fund that equals the final determination total maximum amount of a court of competent jurisdiction or the arbitratorDamages then being claimed by Acquirer in all such pending General Escrow Claims and, as the case may be (which final determination shall be accompanied by a legal opinion by counsel for the presenting party reasonably satisfactory to Escrow Agent to the effect extent that the decision or order Special Escrow Fund is final 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 non-appealable)as soon as each of such General Escrow Claims and/or Special Escrow Claims is resolved, of Acquirer shall deliver to the Company Holders any Unresolved Claims that are the subject of a Dispute Notice or upon the expiration remaining amount of the 10-business day objection period 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 Unresolved Claims for which no Dispute Notice has been delivered, the Escrow Agent shall release by wire transfer to an account or accounts designated by Buyer an amount of Escrow Amount equal to the amount of Escrow Amount to be released to the Indemnified Persons pursuant to such final determination or the amount of such Unresolved Claim for which no Dispute Notice has been delivered, as the case may be. If the Final Distribution Date has passed, after the resolution of all Unresolved remaining Pending Claims, any remaining Escrow Funds not distributed to the Indemnified Persons pursuant to the immediately preceding sentence shall be released promptly thereafter by the Escrow Agent to KEG. For purposes of this Agreement, the term "Unresolved Claims" shall mean, as of the First Distribution Date or the Final Distribution Date, as the case may be, the aggregate amount of all Indemnification Claims that are the subject of a Dispute Notice or that are otherwise unsatisfied as of such Distribution Date, including any Indemnification Claims for which an Indemnification Notice has been delivered but for which the 10-business day objection period has not expired as of such Distribution Date).