Second Escrow Period. (a) If, by 12 noon on the last day of the Second Escrow Period, the Purchaser shall not have notified the Sellers of a Claim during that Second Escrow Period then to the extent that the amount in the Escrow Account is in excess of £1,200,000, then the amount so in excess shall be paid to the Sellers. If by such time a Claim shall have been so notified, paragraphs 3.3(b), 3.3(c) and 3.3(d) shall apply.
Second Escrow Period. Upon the expiration of the Second Escrow Period the Second Escrow Fund shall terminate automatically and without further notice or action on the part of any party and all Second Escrow Shares, New Shares, cash dividends or other property attributable thereto and which have not been released from the Second Escrow Fund pursuant to this Agreement shall be delivered to the Warrantors in accordance with this Agreement; provided, however, that a number of Second Escrow Shares, which, in the reasonable judgment of Purchaser is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent after the First Escrow Termination Date but prior to the expiration of the Second Escrow Period with respect to facts and circumstances existing on or prior to the Second Escrow Termination Date shall remain in the Second Escrow Fund (and the Second Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Purchaser agrees to notify the Escrow Agent in writing of the expiration of the Second Escrow Period.
Second Escrow Period. Within three (3) business days -------------------- following the 180/th/ day following the Closing (the "Second Escrow Period" and, -------------------- together with the First Escrow Period, the "Escrow Periods") the Escrow Agent -------------- shall release to Seller, by wire transfer of a portion of the Escrow Fund, into a bank account designated by Seller, a cash amount equal to the remaining balance of the Escrow Fund, less an amount equal to the sum of such portion of the remaining Escrow Fund which, in the judgment of Parent, subject to the reasonable objection of the Seller and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Second Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved (such resolution to be evidenced by the written agreement of the Seller and the Parent or the written decision of the arbitrators as described in Section 7.3(f)), the Escrow Agent will deliver to the Seller the remaining portion of the Escrow Fund (along with all accrued interest thereon) not required to satisfy such claims. The parties agree and acknowledge that any portion of the Escrow Fund excluded from distribution to Seller by operation of clauses (x) or (y) of Section 7.3(b)(i) shall not also be excluded from distribution to Seller by operation of this Section 7.3(b)(ii).
Second Escrow Period. On the date that is 18 months after the Closing Date (the “Release Date”), Buyer and Seller shall execute and deliver Joint Written Instructions to the Escrow Agent to pay to Seller, by wire transfer of immediately available funds in accordance with Seller’s wire transfer instructions, an amount equal to:
Second Escrow Period. On the date that is 18 months after the Closing Date (the “Release Date”), Buyer shall pay to Sellers (pro rata in accordance with their respective Pro Rata Percentages), by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Sellers, an amount equal to:
