Release of the Escrow Fund. (i) Promptly following the first anniversary of the Closing Date (the "Release Date"), the Escrow Agent shall distribute to each Indemnifying Stockholder such Indemnifying Stockholder's pro rata share of the Escrow Amount plus any additional amounts paid into the Escrow Account pursuant to Section 11.5(c) hereof less the amount of Claims which have been made by or on behalf of one or more Indemnified Persons for indemnification pursuant to Section 11.1 hereof which have been determined to be valid pursuant to Section 11.3 hereof (the "Resolved Claims"), and the amount of any Claims made by or on behalf of Indemnified Persons on or prior to the Release Date for indemnification pursuant to Section 11.1 hereof which have not yet been determined to be invalid pursuant to Section 11.3 hereof (the "Unresolved Claims"). Buyer shall be entitled to all amounts by which the Escrow Amount and distributions from the Escrow Amount are reduced on account of Resolved Claims. In the event an Unresolved Claim is determined to be valid pursuant to Section 11.3 hereof, Buyer shall be entitled to all amounts by which the distributions from the Escrow Amount were reduced on account of such Unresolved Claim. In the event an Unresolved Claim is determined to be invalid pursuant to Section 11.3 hereof following the first anniversary of the Closing Date, Buyer shall distribute the amount by which the distributions from the Escrow Amount were reduced on account of such Unresolved Claim to the Indemnifying Stockholders who would have received such amount if distributions from the Escrow Amount had not been so reduced.
Release of the Escrow Fund. The Escrow Agent shall disburse the Escrow Fund only in accordance with the written instruments set forth on Exhibit A delivered to the Escrow Agent that is executed by both the Buyer and the Seller and that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund (the “Joint Wire Instructions”). The Escrow Parties agree that Escrow Fund shall be released to the Seller, in accordance the wire instructions included in Joint Written Instructions delivered to the Escrow Agent, promptly after Buyer has confirmed, in its sole discretion, that the Company’s Transfer Agent, BNY Mellon Shareowner Services, has effectuated the book entry transfer of the Shares to reflect the Sale on the Transfer Agent’s records. The Escrow Agent shall have no obligation to follow any directions set forth in any Joint Written Instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said Joint Written Instructions are authorized to do so. The Buyer hereby expressly authorizes the Chief Financial Officer of Great Hill Partners, LLC (and any other authorized officer of such entity) the power and authority to execute the Joint Written Instructions on behalf of the Buyer, and the Escrow Agent hereby acknowledges such authorization. Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Escrow Fund, the Escrow Agent shall release the balance in the Escrow Fund and shall have no liability or responsibility to the Escrow Parties for any deficiency.
Release of the Escrow Fund. (a) If (i) the Company has not reached its required minimum amount of $250,000 on or prior to 90 days from the date hereof (unless the Offering is extended by the board of directors of the Company) or (ii) the Offering is earlier terminated by the board of directors of the Company, then the Company shall promptly provide the Escrow Agent with written notification that the Offering is terminated and written instruction to release each Investors' Deposit to each Investor by wire transfer in accordance with wire transfer instructions set forth on the joinder page for each Investor or by check if the wire transfer instructions were not included on the joinder page.
(b) If the Company decides not to accept an Investor after the Investor has made a deposit with the Escrow Agent, the Company provide a written notification of such to the Escrow Agent which then shall promptly return the Investor's Escrow Fund to such Investor in accordance with the wire transfer instructions set forth on the joinder page for such Investor or by cashier's check if the wire transfer instructions were not included on the joinder page.
(c) The Company shall provide the Escrow Agent with written notice when it has reached is required minimum amount and which time the Escrow Agent shall disburse the Escrow Fund to the Company.
(d) Notwithstanding anything to the contrary in this Agreement, if the Board of Directors of the Company determines to extend the expiration of the offering period, the Company shall send the Escrow Agent notice thereof and the Escrow Agent shall abide by such extended date.
Release of the Escrow Fund. Upon expiry of the Escrow Period the Escrow Agent shall immediately transfer all or any outstanding portion of the Escrow Fund to the Seller in the event that no Claim has been notified by the Purchaser pursuant to Article 8.2.(c) or such Claim has been settled by the Arbitration pursuant to Article 8.2.(e).
Release of the Escrow Fund. The Escrow Agent will disburse and pay over the Escrow Fund as follows:
Release of the Escrow Fund. The Escrow Agent shall hold and disburse the Escrow Funds in accordance with the terms and conditions set forth in this Section 5.
Release of the Escrow Fund. The Escrow Agent shall not distribute the Escrow Fund (or any portion thereof) to any Escrow Party except in accordance with this Section 5.
(a) The Escrow Agent shall distribute the Escrow Fund (or any portion thereof) as directed by, and in accordance with, the terms of (i) a joint written instructions executed by Buyer (as directed by TA Associates, Inc. or any Affiliate of TA Associates, Inc.) and the Stockholder Representative substantially in the form of Exhibit A hereto as to the disbursement of the Escrow Fund (or any portion thereof) (“Joint Written Instructions”), (ii) Section 5(b) below, or (iii) a final order of a court of competent jurisdiction (the time for all appeals therefrom having expired with no appeal being taken) or, in the event that Buyer and the Stockholder Representative mutually agree to submit the matter to binding arbitration, a final decision delivered in such arbitration, a copy of which such order or decision is delivered by Buyer to the Escrow Agent and to the other Escrow Party at least three (3) business days prior to the date on which such distribution is to be made (an “Order”) along with a certification executed by the party submitting the Order that the Order satisfies the requirements of this Section 5(a).
Release of the Escrow Fund. (a) Wendy's shall promptly notify the Escrow Agent in writing, substantially in the form set out in Exhibit E hereto, each time it notifies Seller of a Wendy's Claim pursuant to the Purchase Agreement; provided, however, that any failure or delay in so notifying the Escrow Agent shall not impair any rights of Wendy's hereunder. Upon resolution of any Wendy's Claim that permits recovery from the Escrow Fund in accordance with the terms of the Purchase Agreement, Wendy's shall notify the Escrow Agent in writing (with a copy to Seller), substantially in the form set out in Exhibit F hereto, of such resolution. Such notice shall be accompanied (i) in the case of a Wendy's Claim submitted to a judicial proceeding, by a copy of the award from such proceeding in a judgment which is non-appealable, specifying the amount of such recovery; (ii) in the case of a Wendy's Claim settled by written agreement between Wendy's (or a member of the Wendy's Group) and Seller, by a copy of such agreement specifying the amount of such recovery; or (iii) in the case of a Wendy's Claim where Seller is deemed to have agreed to a recovery because he has not objected to such Wendy's Claim in the manner and within the time set forth in Section 7.5(b) of the Purchase Agreement, by an Officer's Certificate from Wendy's certifying that notice of such Wendy's Claim was given in accordance with Section 7.5(a) of the Purchase Agreement and that the time period set forth in Section 7.5(b) of the Purchase Agreement has expired and Seller has not disputed such Wendy's Claim within such time period.
Release of the Escrow Fund. Within ten (10) Business Days following the (i) fifteen (15) month anniversary of the Effective Date (such fifteen (15) month anniversary, the “Partial Release Date”), Purchaser and Equityholder Representative shall deliver a joint written direction to the Escrow Agent to release to the Stockholders and Optionholders (in accordance with Section 2.17(c)(i)) from the Escrow Fund an amount equal to the Partial Release Amount (as defined below) within five (5) Business Days of the date of such joint written direction, and (ii) twenty four (24) month anniversary of the Effective Time (such twenty four (24) month anniversary, the “Final Release Date”), all remaining portions of the Escrow Fund (except for the amount of any claims for payment under Sections 2.07 or 7.08 or indemnity claims asserted by the Purchaser Indemnitees pursuant to ARTICLE X prior to the Final Release Date and which remain unpaid, pending or unresolved (an “Unresolved Amount”)) and any interest, dividends or other amounts accrued thereon shall be released from the Escrow Account and paid over to the Stockholders and Optionholders in accordance with Section 2.17(c)(i) below. Any Unresolved Amount withheld from release after the Final Release Date and finally determined not to be subject to indemnification or payment by the Stockholders or Optionholders in
Release of the Escrow Fund. On the date eighteen (18) months from the date hereof (the "Release Date"), the Escrow Agent shall pay to Stockholder Representative (on behalf of the Stockholders) the full amount of the Escrow Fund less the aggregate Pending Claim Amounts (as defined in the Merger Agreement), which amount shall be specified in writing to the Escrow Agent jointly signed by Parent and Stockholder Representative (the "Outstanding Claims Amount").
