Common use of Release of the Escrow Fund Clause in Contracts

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 Fund is intended to provide a source of funds for the payment of any amounts which may become payable to Full Art pursuant to Article 9 of the Purchase Agreement. The Escrow Fund shall only be distributed and released as follows: (a) If Full Art makes a claim for indemnification pursuant to Article 9 of the Purchase Agreement (the “Claim”), Full Art shall deliver to the Escrow Agent and Shareholders a written notice (a “Claim Notice”) specifying the facts alleged to constitute the basis for such claim, the representations, warranties, covenants and obligations alleged to have been breached and the amount sought hereunder from the indemnifying persons. (b) Within ten (10) business days or the receipt of a Claim Notice, the Shareholders shall deliver to the Escrow Agent and Full Art a notice (“Objection Notice”) stating they intend to contest the claim (a “Contest”) or to accept liability thereunder. (i) Promptly following If the first anniversary of Shareholders do not give an Objection Notice within the Closing Date ten (10) business day period, the "Release Date")Shareholders will be deemed to accept liability as it relates to such claim. To the extent the Shareholders are deemed liable for any Claims hereunder, such liability shall be satisfied pursuant to Section 5(c) hereof. (ii) If the Shareholders give a timely Objection Notice, the Escrow Agent shall distribute not take any further action with respect to each Indemnifying Stockholder such Indemnifying Stockholder's pro rata share the claim being Contested except as further provided herein. Within thirty (30) business days of the Escrow Amount plus any additional amounts paid into receipt thereof, 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 Shareholders and Full Art shall select an independent arbitrator (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"“Independent Arbitrator”). Buyer The Independent Arbitrator shall be selected by the mutual agreement of the Shareholders and Full Art. If the parties cannot agree on the identity of an Independent Arbitrator within ten (10) business days of the date of an Objection Notice, then the Independent Arbitrator will be determined by an arbitrator selected by the Shareholders and an arbitrator selected by Full Art. The decision of the Independent Arbitrator shall be borne as directed by him. The Shareholders and Full Art shall be entitled to all amounts make such representation and provide such information and reports to the Independent Arbitrator within twenty (20) business days of the date of agreement or, if later, determination of the identity of the Independent Arbitrator. The Shareholders and Full Art shall use their respective commercially reasonable efforts to procure that the Independent Arbitrator issues his/her ruling within thirty (30) business days after the matter is submitted to him/her for consideration. (c) Whenever the Shareholders are deemed liable for any Claims, the Shareholders shall have ten (10) business days from such time such liability is deemed accepted to pay or satisfy such liability pursuant to one of the following methods: (i) Shareholders may elect to pay by which the wire transfer of immediately available funds to Full Art; (ii) Shareholders may deliver a notice (“Claim Payment Notice”) to Escrow Amount and distributions Agent instructing such agent to deliver to Full Art a stock certificate representing such amount of Common Stock from the Escrow Amount Funds required to satisfy the claim set forth in the Claim Payment Notice where such shares are reduced on account of Resolved Claims. In valued at 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 CAE Share Price (as defined in 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.Purchase Agreement); or

Release of the Escrow Fund. (ia) Promptly following the first anniversary Escrow Agent shall not distribute all or any portion of the Closing Date Escrow Fund to any party, except in accordance with this Section 5 and Section 13. (b) Escrow Agent shall promptly (and in any event within five (5) business days following receipt of such joint instructions) distribute all or such part of the Indemnity Escrow Fund as directed by and in accordance with the terms of joint written instructions substantially in the form of Exhibit A (“Joint Written Instructions”) signed by the Buyer and the Seller. (c) On [ ](1) (the "Release “Termination Date"”) or as soon thereafter as practical (and in any event within five (5) business days), the Escrow Agent shall distribute from the Indemnity Escrow Fund to each Indemnifying Stockholder such Indemnifying Stockholder's pro rata share the Seller, in accordance with written wire transfer or mailing instructions provided by the Seller, an amount equal to the full amount of the Indemnity Escrow Amount Fund (including all accrued interest and other earnings) less the sum of the aggregate amount of the Claim Reserves (as defined below), if any. (1) One year anniversary of the Closing Date (as defined in the Purchase Agreement), plus any additional amounts paid into three (3) calendar days. (d) Not more than three (3) calendar days prior to the Termination Date, the Buyer shall notify in writing the Escrow Account pursuant to Section 11.5(c) hereof less Agent and Seller if the amount Buyer has submitted any Notice 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 9.4 of the Purchase Agreement (each an “Open Claim”) that remains unresolved, including the "Resolved Claims")amount of such Open Claim, and the Escrow Agent shall reserve within the Indemnity Escrow Fund the amount of any Claims made each such Open Claim (which reserved amount for each Open Claim is referred to herein as a “Claim Reserve”). The Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Indemnity Escrow Fund only pursuant to (i) a Joint Written Instruction signed by the Buyer and the Seller or on behalf (ii) a final arbitration decision with respect to such Open Claim (the time for all appeals therefrom having expired with no appeal being taken) or a final order of Indemnified Persons on a court of competent jurisdiction (the time for all appeals therefrom having expired with no appeal being taken) (an “Order”), a copy of which such Order is delivered by either the Buyer or Seller to the Escrow Agent and to the other Escrow Parties at least five (5) calendar days prior to the Release Date for indemnification pursuant to Section 11.1 hereof date on which have not yet been determined such distribution is to be invalid pursuant to made along with a certification that the Order satisfies the requirements of this Section 11.3 hereof 5 (the "Unresolved Claims"each a “Claim Resolution Notice”). Buyer Following the receipt by the Escrow Agent of a Claim Resolution Notice, the Escrow Agent shall within five (5) calendar days disburse the Claim Reserve for such resolved Open Claim in accordance with such Claim Resolution Notice and the Claim Reserve of such Open Claim will be reduced to zero. The Escrow Agent shall be entitled to rely upon any judgment or order that it receives from an Escrow Party without any duty to inquire as to whether such judgment or order complies with the requirements of this Section 5(d). (e) Escrow Agent shall promptly (and in any event within five (5) business days following receipt of such joint instructions) distribute all amounts or such part of the Working Capital Escrow Fund as directed by which and in accordance with the terms of Joint Written Instructions. (f) 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 Amount and distributions from Fund, the Escrow Amount are reduced on account of Resolved Claims. In the event an Unresolved Claim is determined Agent shall release such balance and shall have no liability or responsibility 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 Parties for any deficiency provided that the Escrow Amount were reduced on account Agent has otherwise complied with the terms of such Unresolved Claim to the Indemnifying Stockholders who would have received such amount if distributions from the Escrow Amount had not been so reducedthis Agreement.

Release of the Escrow Fund. (a) At any time or times on or before [ ]1 (the “Escrow Release Date”), Purchaser may make claims (each, a “Claim”) against the Escrow Fund (x) in the event of any Deficit, by delivering notice to the Sellers within three (3) Business Days after the Determination Date pursuant to Section 2.7(e) of the Purchase Agreement (a “Purchase Price Adjustment Claim”) and/or (y) in accordance with Article 9 of the Purchase Agreement (an “Indemnification Claim”). i. In the case of a Purchase Price Adjustment Claim, Purchaser shall provide written notice of any such Purchase Price Adjustment Claim to the Sellers in accordance with the Purchase Agreement. Within two (2) Business Days of delivery of notice of the Purchase Price Adjustment Claim to the Sellers, Purchaser and the Sellers shall deliver Joint Written Instructions (as hereinafter defined) to the Escrow Agent directing the Escrow Agent to release to Purchaser an amount equal to the Deficit (which Joint Written Instructions shall set forth the amount of the Deficit, and the Escrow Agent shall be entitled to rely on such Joint Written Instructions without inquiry), and the Escrow Agent shall release such amount from the Escrow Fund to 1 To be eighteen (18) months following the Closing. Purchaser to the account specified by such Joint Written Instructions within three (3) business days after the Escrow Agent’s receipt of such Joint Written Instructions or as soon thereafter as possible using commercially reasonable efforts. ii. In the case of an Indemnification Claim, Purchaser shall provide written notice of any such Indemnification Claim to the Sellers in accordance with the Purchase Agreement and shall simultaneously send a copy of such written notice (a “Claim Notice”) to the Escrow Agent. The Sellers shall have twenty (20) calendar days from the Escrow Agent’s receipt of any such Claim Notice to respond to such Indemnification Claim. If the Sellers agree with such Indemnification Claim (an “Agreed Claim”), then the Sellers shall deliver a written notice (“an “Agreed Claim Notice”) to Purchaser and the Escrow Agent within such twenty (20) calendar day period acknowledging such agreement and directing, in writing, the Escrow Agent to release to Purchaser an amount equal to the amount claimed by Purchaser in such Claim Notice, and the Escrow Agent shall release such amount from the Escrow Fund to Purchaser to the account specified by Purchaser in writing within three (3) business days after the Escrow Agent’s receipt of such Agreed Claim Notice or as soon thereafter as possible using commercially reasonable efforts. In the event the Sellers shall dispute such Indemnification Claim, in whole or in part, the Sellers shall within such twenty (20) calendar day period deliver written notice to Purchaser and the Escrow Agent (a “Claim Objection”) notifying each of the nature and basis of such dispute and the amount of the Claim disputed. If the Escrow Agent receives a Claim Objection within such twenty (20) calendar day period, the Escrow Agent shall continue to hold, in accordance with the terms of this Agreement, the portion of the Claim amount specified by the Sellers as disputed in such Claim Objection and release the remaining undisputed portion of the Indemnification Claim amount to Purchaser to the account specified by Purchaser in writing. In the event the Escrow Agent does not receive either an Agreed Claim Notice or a Claim Objection within such twenty (20) calendar day period, such claim shall be deemed for all purposes hereof to be an Agreed Claim and the dollar amount of such Indemnification Claim set forth in such Claim Notice shall be deemed to be final, undisputed and conclusive for purposes of this Agreement and the Escrow Agent shall pay to Purchaser such amount within three (3) business days after the last day of such twenty (20) calendar day period or as soon thereafter as possible using commercially reasonable efforts. (b) Within two (2) business days after the Escrow Release Date or as soon thereafter as possible using commercially reasonable efforts, the Escrow Agent shall disburse to the Sellers, pro rata in accordance with the percentage interests set forth in Exhibit C hereto and the payment instructions set forth in Exhibit B hereto, (i) Promptly following the first anniversary then remaining balance of the Closing Escrow Fund minus, without duplication, (ii) the sum of (A) the amounts to be released to Purchaser pursuant to any Joint Written Instructions delivered to the Escrow Agent as of the Escrow Release Date in accordance with Section 5(a)(i) above (but only to the "extent such amounts have not as of such time been paid to Purchaser) plus (B) Claim Notices delivered to the Escrow Agent as of the Escrow Release Date and not yet objected to by the Sellers in accordance with Section 5(a)(ii) above minus (iii) the sum of all amounts specified by the Sellers in Claim Objections delivered on or prior to the Escrow Release Date that remain unresolved and subject to dispute as of the Escrow Release Date". (c) If the Escrow Agent receives a Claim Objection as provided above, the Escrow Agent shall not disburse the disputed portion thereof pending either: (i) the Escrow Agent’s receipt of Joint Written Instructions from Purchaser and the Sellers specifying the agreement of such parties as to the action to be taken with respect to such Claim (any instructions with respect to an Indemnification Claim under Article 9 of the Purchase Agreement to be referred to as “Indemnity Payment Instructions”) or (ii) receipt by the Escrow Agent of a final non-appealable judgment, decree or order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by an authorized representative of Purchaser or a Seller, which judgment, decree or order has determined whether and to what extent Purchaser is entitled to the amount requested in such Claim Notice (such notice and decision with respect to an Indemnification Claim under Article 9 of the Purchase Agreement to be referred to as, collectively, an “Indemnity Determination Order”). A copy of such Indemnity Determination Order shall also be sent by Purchaser or a Seller, as the case may be, to the other party concurrently with the delivery thereof to the Escrow Agent. Within three (3) business days after receipt of Indemnity Payment Instructions or an Indemnity Determination Order or as soon thereafter as possible using commercially reasonable efforts, the Escrow Agent shall disburse amounts from the Escrow Fund in accordance with the instructions specified in the Indemnity Payment Instructions or Indemnity Determination Order, as the case may be. In no event shall the Escrow Agent be responsible for any fee or expense of any party to any proceeding. Any judgment, decree or order delivered to the Escrow Agent shall be accompanied by a certificate of the presenting party to the effect that such judgment is final and from a court of competent jurisdiction or administrative agency having proper authority and that the judgment, decree or order has determined whether and to what extent Purchaser is entitled to the amount requested in the applicable Claim Notice, upon which certificate the Escrow Agent shall be entitled to conclusively rely without further investigation or inquiry. (d) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives written instructions from all of the Escrow Parties, or their respective successors or assigns, substantially in the form of Exhibit A, as to the disbursement of the Escrow Fund or any portion thereof (“Joint Written Instructions”), the Escrow Agent shall distribute disburse the Escrow Fund pursuant to each Indemnifying Stockholder such Indemnifying Stockholder's pro rata share Joint Written Instructions. 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. (e) Unless otherwise set forth in Joint Written Instructions, at the time of any distribution of the Escrow Amount plus any Deposit, an additional amounts amount shall be paid into out to the Escrow Account pursuant Party (or Escrow Parties) receiving such portion of the Escrow Deposit at such time equal to Section 11.5(c(i) hereof less the aggregate amount of all interest and income posted to the account in which the Escrow Deposit is held through the date of such distribution (including any interest and income previously distributed hereunder) multiplied by (ii) a fraction (x) the numerator of which is the amount of Claims such distribution less any portion of such distribution that is identified in the Joint Written Instructions as consisting of interest on a Loss and (y) the denominator of which have been made by or on behalf is (1) the aggregate amount 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 Initial Deposit and all Additional Deposits minus (the "Resolved Claims"), and 2) the amount of any Claims made by or on behalf prior distributions of Indemnified Persons on or prior the Escrow Deposit. (f) Notwithstanding anything to the Release Date for indemnification pursuant to Section 11.1 hereof which have not yet been determined contrary in this Agreement, if any amount to be invalid pursuant to Section 11.3 hereof (released at any time or under any circumstances exceeds the "Unresolved Claims"). Buyer shall be entitled to all amounts by which balance in the Escrow Amount and distributions from Fund, the Escrow Amount are reduced on account of Resolved Claims. In Agent shall release 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 balance in the Escrow Amount were reduced on account of such Unresolved Claim. In the event an Unresolved Claim is determined Fund and shall have no liability or responsibility 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 reducedParties for any deficiency.

Release of the Escrow Fund. The Escrow Agent will hold the Escrow Fund in its possession until instructed hereunder to deliver the Escrow Fund or any specified portion thereof as follows: (a) The Buyer may, at its option, submit a notice to the Escrow Agent and the Seller of any claim for which it is entitled to indemnification pursuant to the Indemnification Obligations of the Stock Purchase Agreement, specifying in reasonable detail (i) Promptly following the first anniversary nature of the Closing Date indemnity claim, (ii) the "Release Date")section or sections of the Stock Purchase Agreement under which the indemnity claim is being made and (iii) the amount of the claimed liability in respect of each such indemnity claim. In the event of any Objection Notice (as defined below) with respect to such claim, the Escrow Agent shall distribute to each Indemnifying Stockholder such Indemnifying Stockholder's pro rata share remit the amount not in dispute and shall only retain in accordance with Section 4(b) the amount represented by the Disputed Claim (as defined below). (b) If, within the ten (10) day period following the notification of the Escrow Amount plus any additional amounts paid into Seller and the Escrow Account pursuant Agent of a claim, each of the Buyer and the Escrow Agent receive from the Seller a written notice of objection relating to Section 11.5(c) hereof less such claim, specifying the amount of Claims the claim to 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 Seller objects and describing such objection in reasonable detail (the an "Resolved ClaimsObjection Notice"), and the amount portion of any Claims made by or on behalf the Buyer's claim that is the subject 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 (Objection Notice shall become a "Disputed Claim." If the "Unresolved Claims"). question of whether the Buyer shall be entitled to all amounts delivery of the Disputed Claim shall not have been resolved by which joint written instructions of the Seller and the Buyer to the Escrow Amount Agent within fifteen (15) days of the Buyer's and distributions the Escrow Agent's receipt of the Objection Notice, the Escrow Agent shall retain in the Escrow Account amounts then held by the Escrow Agent (to the extent such funds are available in the Escrow Account) equal to the amount of the Disputed Claim until question of the entitlement of the Buyer to delivery of all or a portion of such withheld part of the Escrow Fund as specified in the Claims Notice shall have been determined (i) by an agreement in writing executed by the Seller and the Buyer or (ii) by a final judgment of a court of competent jurisdiction in accordance with Section 5(b), provided that the Buyer shall deliver to the Escrow Agent and the Seller a full and executed copy of such agreement or a certified copy of such final judgment directing the Escrow Agent to deliver such portion of the Disputed Claim withheld in the Escrow Fund as specified in such agreement or final judgment, as the case may be. (c) Promptly upon the expiration of the period ending twelve (12) months from the date hereof, the Escrow Amount are reduced on account Agent shall release the Escrow Fund to the Seller, less the aggregate amount of Resolved Claims. In any claim or claims paid to the event an Unresolved Buyer or held by the Escrow Agent as a Disputed Claim is determined to be valid pursuant to this 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 reduced4.

Release of the Escrow Fund. (a) Upon receipt of a joint written request substantially in the form attached hereto as Exhibit A duly executed (in counterparts or otherwise) by Purchaser and the Seller Representative, Escrow Agent shall release from the Escrow Fund the amount of cash and/or securities stated in such request to the party or parties identified in such request as the party to receive the amount, according to the wiring and mailing instructions included therein. (b) If, at any time and from time to time Purchaser seeks the release of all or a portion of the Escrow Fund, Purchaser shall deliver a written request substantially in the form attached hereto as Exhibit B (a “Claims Notice”) to Escrow Agent, with a copy to the Seller Representative, requesting release of such amount of cash and/or securities pursuant to the Purchase Agreement and providing wiring and mailing instructions: (i) Promptly Following receipt of the Claims Notice, Escrow Agent shall release to Purchaser the amount of cash and/or securities stated in the Claims Notice in accordance with the wiring and mailing instructions set forth in the Claims Notice unless Escrow Agent has received a written request substantially in the form attached hereto as Exhibit C (a “Response Notice”) from the Seller Representative within twenty (20) calendar days of delivery of the Claims Notice to Escrow Agent (the “Response Period”), which release shall take place no later than the third (3rd) business day following the first anniversary expiration of the Closing Date Response Period; provided, however, if Escrow Agent has received a written waiver substantially in the form attached hereto as Exhibit D (a “Response Waiver”) signed by the "Release Date"Seller Representative, the release shall take place no later than the earlier of (x) the third (3rd) business day following the expiration of the Response Period and (y) the third (3rd) business day following the delivery of the Response Waiver to Escrow Agent. (ii) If a Response Notice is received by Escrow Agent within the Response Period, Escrow Agent shall not release the amount stated in the Claims Notice unless or until it receives (1) a joint written request under Section 4(a), (2) a written notice from the Seller Representative that he has revoked his objection stated in the Response Notice, or (3) a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the amount, or an execution from a sheriff or marshal or other governmental authority demanding release of the amount of cash and/or securities. Any court or administrative order shall be accompanied by a certificate of the presenting party to the effect that such judgment is final and from a court of competent jurisdiction or administrative agency having proper authority, upon which certificate Escrow Agent shall be entitled to conclusively rely without further investigation. (iii) To be effective, a Response Notice must (1) be signed by the Seller Representative, (2) specify the amount of cash and/or securities stated in the Claims Notice with respect to which there is an objection and describe the basis for the objection, and (3) be actually received by Escrow Agent within the Response Period. (iv) If any Response Notice includes an objection to only a portion of the Claims Notice, Escrow Agent shall release to Purchaser an amount equal to the portion of the Claims Notice for which there is no objection no later than the third (3rd) business day following the expiration of the Response Period. (c) The Cash Escrow shall remain in escrow until such date as the Escrow Parties deliver to the Escrow Agent joint written instructions with respect to its distribution. Except to the extent earlier released in accordance with Sections 4(a) or 4(b), the Escrow Securities shall remain in escrow until 11:59 p.m., New York, New York time on the 12-month anniversary of the Effective Date (the “Expiration Date”). On the next business day after the Expiration Date, Escrow Agent shall distribute release from escrow and deliver to each Indemnifying Stockholder such Indemnifying Stockholder's pro rata share Sellers according to their Pro Rata Percentages the remaining balance of the Escrow Amount plus any additional Securities, less an amount to be reserved, prior to such distributions, for payment of all submitted and pending but unresolved Claims Notices (an “Unresolved Claim”) equal to the sum of the amounts paid into set forth in all Claims Notices for such Unresolved Claims which Purchaser has properly submitted in accordance with Section 4(b). Escrow Agent shall release such reserved amount to Purchaser or Sellers (in accordance with their respective Pro Rata Percentages), as applicable, in accordance with Section 4(b). (d) All disbursements of the Escrow Account Funds shall be subject to the claims and fees of Escrow Agent pursuant to Section 11.5(c) hereof less this Agreement. Notwithstanding anything contained herein to the amount of Claims which have been contrary, all disbursements made by or on behalf of one or more Indemnified Persons for indemnification pursuant to Section 11.1 hereof which have been determined to Sellers shall be valid pursuant to Section 11.3 hereof (the "Resolved Claims"), made in accordance with their respective Pro Rata Percentages and the amount of any Claims made wiring and mailing instructions set forth on Schedule A hereto or such other instructions provided by or on behalf of Indemnified Persons on or prior the Seller Representative 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 reducedAgent in writing.