Common use of Withheld Assets Clause in Contracts

Withheld Assets. Any assets withheld pursuant to Section 7(a) shall be retained by the Escrow Agent in the Escrow Fund until (i) fifteen (15) days shall have expired since Holding Company delivered to the Escrow Agent and the Stockholder a copy of an Indemnification Notice or the Distribution Report and the Escrow Agent shall not have received a Dispute Notice within such time from the Stockholder, at which time the Escrow Agent shall pay Holding Company the amount of such claim, (ii) the Escrow Agent receives written direction from Holding Company and the Stockholder directing the Escrow Agent to disburse assets, in which case disbursement shall be made in accordance with such direction, (iii) the Escrow Agent receives a written notice from Holding Company and Stockholder directing that any pending claim, or any portion thereof, be paid, in which case payment of such pending claim or portion thereof shall be made in accordance with such notice, or (iv) the Escrow Agent receives a Final Decree directing that a pending claim, or any portion thereof, be paid, in which case payment of such pending claim or portion thereof shall be made in accordance with such Final Decree. At such time as any claim pending on the Distribution Date is no longer pending, the Escrow Agent shall distribute to the Stockholder, any balance of the assets withheld in respect of that claim remaining after disposition of that claim.

Withheld Assets. Any assets Assets withheld pursuant to Section 7(a5(a) above for individual Pending Claims shall be retained by the Escrow Agent in the Escrow Fund until and paid to Wilsons from the Escrow Fund in cash in accordance with Section 4(c) above as follows: (i) fifteen the amount of such Pending Claim if thirty (1530) days shall have expired since Holding Company Wilsons delivered to the Escrow Agent Agent, the Shareholder Representative and the Stockholder Agent a copy of an Indemnification the Claim Notice or the Distribution Report with respect to such Pending Claim and the Escrow Agent shall not have received a Dispute Notice written notice within such time from the Stockholder, at which time the Escrow Agent shall pay Holding Company Shareholder Representative that the amount of such claim, the Pending Claim is being contested; (ii) the Escrow Agent receives written direction from Holding Company Wilsons, the Shareholder Representative and the Stockholder Agent directing the Escrow Agent to disburse assetsthe assets withheld for the Pending Claim, in which case disbursement shall be made in accordance with such direction, ; and (iii) the Escrow Agent receives a written notice from Holding Company certified copy of an arbitration award reflected in a final determination or a final and Stockholder directing that any pending claim, or any portion thereof, be paidunappealable order of a court of competent jurisdiction, in which case payment disbursement of such pending claim or portion thereof the assets withheld for the Pending Claim shall be made in accordance with such noticethe amount or amounts, or (iv) the Escrow Agent receives a Final Decree directing that a pending claimif any, or any portion thereof, be paid, in which case payment of such pending claim or portion thereof shall be made in accordance with such Final Decree. At such time as any claim pending on the Distribution Date is no longer pending, the Escrow Agent shall distribute to the Stockholder, any balance of the assets withheld award or awards set forth in respect such final determination or order in favor of that claim remaining after disposition of that claimWilsons in any proceeding for indemnity under the Merger Agreement.

Withheld Assets. Any assets withheld pursuant to this Section 7(a) shall be retained by the Escrow Agent in the Escrow Fund until (i) fifteen thirty (1530) days shall have expired since Holding Company the Parent delivered to the Escrow Agent and the Stockholder Representative a copy of an Indemnification Notice or the Distribution Report written notice of the amount claimed and the Escrow Agent shall not have received a Dispute Notice written notice within such time from the StockholderStockholder Representative that the Stockholder Representative contests the amount of the claim, at which time the Escrow Agent shall pay Holding Company the Parent the amount of such claim, (ii) the Escrow Agent receives written direction from Holding Company Parent and the Stockholder Representative directing the Escrow Agent to disburse assets, in which case disbursement shall be made in accordance with such direction, (iii) the Escrow Agent receives a written notice from Holding Company and the Stockholder Representative directing that any pending claim, or any portion thereof, be paid, in which case payment of such pending claim or portion thereof shall be made in accordance with such notice, or (iv) the Escrow Agent receives a Final Decree written notice from the Arbitrators directing that a pending claim, or any portion thereof, be paid, in which case payment of such pending claim or portion thereof shall be made in accordance with such Final Decreenotice. At such time as any claim pending on the Distribution Date is no longer pending, the Escrow Agent shall distribute (a) to the StockholderStockholders in accordance with Schedule A hereto in the case of consummation of the Merger or (b) to the Option Stockholders in their Pro Rata Portion, any balance of the assets withheld in respect of that claim remaining after disposition of that claim.