Common use of Release of Escrowed Property in the Secondary Escrow Account Clause in Contracts

Release of Escrowed Property in the Secondary Escrow Account. Upon the expiration of the Escrow Period (and in any event within three (3) Business Days after such expiration), the Representative and Parent shall deliver to the Escrow Agent a Joint Written Direction stating that the Escrow Period has ended and directing the Escrow Agent to release the remainder of the Escrowed Property in the Secondary Escrow Account, and as soon as reasonably practicable (but in any event within three (3) Business Days) after the receipt by the Escrow Agent of such Joint Written Direction, the Escrow Agent shall release such Escrowed Property in accordance with such Joint Written Direction. The Representative and Parent shall, in such Joint Written Direction, direct the Escrow Agent to release to the Consideration Recipients and the UK Acquiror the remainder of the Escrowed Property in the Secondary Escrow Account, less the total maximum amount of all unresolved, unsatisfied or disputed Claimed Amounts against the Escrow Property in the Secondary Escrow Account that were specified in a Claim Notice delivered to the Escrow Agent and the Representative before the expiration of the Escrow Period. Upon the final resolution of any Claimed Amount (and in any event within three (3) Business Days after such final resolution), the Representative and Parent shall deliver to the Escrow Agent a Joint Written Direction, and as soon as reasonably practicable (but in any event within three (3) Business Days) of the Escrow Agent’s receipt of such Joint Written Direction, the Escrow Agent shall release the Escrowed Property in the Secondary Escrow Account in accordance with such Joint Written Direction. The Representative and Parent shall, in such Joint Written Direction, direct the Escrow Agent to release to the Consideration Recipients and the UK Acquiror or its designee an amount of the remaining Escrowed Property in the Secondary Escrow Account, if any, not required to satisfy the total maximum amount of any unresolved, unsatisfied or disputed Claimed Amounts.