Common use of Escrow Procedures Clause in Contracts

Escrow Procedures. (a) The parties hereto agree that (i) their respective rights and obligations with respect to the Indemnity Escrow Fund and the China Intercompany Indebtedness Escrow Fund, the procedure for the making of claims against the amounts in the Indemnity Escrow Fund or the China Intercompany Indebtedness Escrow Fund, and the release of such amounts from the Indemnity Escrow Fund and the China Intercompany Indebtedness Escrow Fund, shall be governed by, and subject to the terms and provisions of, this Agreement, the Indemnity Escrow Agreement and the China Intercompany Indebtedness Escrow Agreement (as applicable) and (ii) within 2 Business Days after the determination hereunder of any amounts due from or with respect to the Indemnity Escrow Fund or the China Intercompany Indebtedness Escrow Fund, they shall deliver to the Escrow Agent irrevocable instructions giving effect to the release of such amounts in accordance with the terms and provisions of this Agreement and the Indemnity Escrow Agreement or the China Intercompany Indebtedness Escrow Fund (as applicable). (b) Amounts shall be released from the Indemnity Escrow Fund as follows: (i) on the date that is the first anniversary of the Closing Date, the amount (if any) remaining in the Indemnity Escrow Fund in excess of the sum of (I) $2,075,000 and (II) the Pending Claims Amount as of such date, shall be released and distributed to Seller in accordance with the Indemnity Escrow Agreement; and (ii) on the Final Release Date, the excess (if any) of the cash balance which remains in the Indemnity Escrow Fund as of the Final Release Date over the Pending Claims Amount as of the Final Release Date, shall be released and distributed to Seller in accordance with the Indemnity Escrow Agreement; and (iii) after the Final Release Date, the excess of the amount in the Indemnity Escrow Fund over the Pending Claims Amount at the relevant date of calculation. (c) Notwithstanding anything to the contrary in the Indemnity Escrow Agreement and the China Intercompany Indebtedness Escrow Agreement, any interest accruing on amounts in the Indemnity Escrow Fund and the China Intercompany Indebtedness Escrow Fund shall be for the account of Seller, and shall be paid to Seller on closing of the relevant account and such interest shall not become part of the principal amounts in such respective funds.