Common use of Escrow Release Clause in Contracts

Escrow Release. On the General Escrow Release Date, the Escrow Agent shall, in accordance with the terms and conditions of the Escrow Agreement, release an amount equal to the excess (if any) of (x) the remaining balance of funds in the Escrow Account on the General Release Date (and not distributed or distributable to the Securityholders’ Representative in accordance with Section 8.5(a) or subject to a pending indemnification claim of an Indemnified Person) over (y) $5,000,000, to the Company Securityholders in accordance with each such Company Securityholder’s Pro Rata Share as set forth on the Spreadsheet. On the earlier of (a) the fifth anniversary of the Closing Date, (b) the fifth Business Day following the execution of a settlement agreement and release of the matters set forth in Section 8.2(c) of the Company Disclosure Letter, which settlement agreement and release shall be approved in accordance with Section 8.6(a) hereof, and (c) the fifth Business Day following the final and non-appealable determination of the matters set forth in Section 8.2(c) of the Company Disclosure Letter (the “Final Escrow Release Date”), the Escrow Agent shall, in accordance with the terms and conditions of the Escrow Agreement release an amount equal to the remaining balance of funds in the Escrow Account (and not distributed or distributable to the Securityholders’ Representative in accordance with Section 8.5(a) or subject to a pending indemnification claim of an Indemnified Person) to the Company Securityholders’ in accordance with each such Company Securityholder’s Pro Rata Share as set forth on the Spreadsheet; provided that, if the Final Escrow Release Date is prior to the General Escrow Release Date, the Final Escrow Release Date shall be the date that is 15 months after the Closing Date.

Escrow Release. On the General Escrow Release Date, the Escrow Agent shall, in accordance with the terms and conditions of the Escrow Agreement, release an amount equal to the excess (if any) of (x) the remaining balance of funds in the Escrow Account on the General Release Date (and not distributed or distributable to the Securityholders’ Representative in accordance with Section 8.5(a) or subject to a pending indemnification claim of an Indemnified Person) over (y) $5,000,000, to the Company Securityholders in accordance with each such Company Securityholder’s Pro Rata Share as set forth on the Spreadsheet. On the earlier of (a) the fifth anniversary of the Closing Date, (b) the fifth Business Day following the execution of a settlement agreement and release of the matters set forth in Section 8.2(c) of the Company Disclosure Letter, which settlement agreement and release shall be approved in accordance with Section 8.6(a) hereof, and (c) the fifth Business Day following the final and non-appealable determination of the matters set forth in Section 8.2(c) of the Company Disclosure Letter (the “Final Escrow Release Date”), the Escrow Agent shall, in accordance with the terms and conditions of the Escrow Agreement release an amount equal to the remaining balance of funds in the Escrow Account (and not distributed or distributable to the Securityholders’ Representative in accordance with Section 8.5(a) or subject to a pending indemnification claim of an Indemnified Person) to the Company Securityholders’ in accordance with each such Company Securityholder’s Pro Rata Share as set forth on the Spreadsheet; provided that, if the Final Escrow Release Date is prior to the General Escrow Release Date, the Final Escrow Release Date shall be the date that is 15 fifteen (15) months after the Closing Date.