Release of Funds from the Indemnification Escrow Fund. Funds from the Indemnification Escrow Fund will be released from time to time in accordance with this Section 8.9: (a) on the eighteen month anniversary of the Closing Date, Purchasers and Sellers shall jointly instruct the escrow agent to disburse from the Indemnification Escrow Fund to Sellers the funds that, as of such date, represent the then-remaining amount of the Indemnification Escrow Fund, if any, in excess of the sum of (i) $77,000,000 plus, (ii) any additional amount by which the Indemnification Escrow Fund was increased pursuant to Section 5.16(f) (such excess amount, the “Release Amount”), with such Release Amount to be reduced by (A) the amount, if any, which Sellers and Purchasers have instructed the escrow agent to disburse funds from the Indemnification Escrow Fund but which have not actually been disbursed as of such date, and (B) the amount of any claim submitted by any Purchaser Indemnitee prior to such date, in accordance with this Article VIII that remains pending as of such date; (b) on the fifth anniversary of the Closing Date, Purchasers and Sellers shall jointly instruct the escrow agent to disburse from the Indemnification Escrow Fund to Sellers the funds that, as of such date, represent the then-remaining amount of the Indemnification Escrow Fund, if any, in excess of $25,000,000, with such excess amount to be reduced by (A) the amount, if any, which Sellers and Purchasers have instructed the escrow agent to disburse funds from the Indemnification Escrow Fund but which have not actually been disbursed as of such date and, (B) the amount of any claim submitted by any Purchaser Indemnitee prior to such date, in accordance with this Article VIII that remains pending as of such date; and (c) on the 90th day after the seventh anniversary of the Closing Date, Purchasers and Sellers shall jointly instruct the escrow agent to disburse from the Escrow Fund to each Seller its respective share of the then-remaining funds in the Indemnification Escrow Fund, with such Indemnification Escrow Fund to be reduced by (A) the amount, if any, which Sellers and Purchasers have instructed the escrow agent to disburse funds from the Indemnification Escrow Fund but which have not actually been disbursed as of such date, and (B) the amount of any claim submitted by any Purchaser Indemnitee prior to such date in accordance with this Article VIII that remains pending as of such date.
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Release of Funds from the Indemnification Escrow Fund. Funds from the Indemnification Escrow Fund will be released from time to time in accordance with this Section 8.9:
(ai) on the eighteen (18) month anniversary of the Closing Date, Purchasers Purchaser and Sellers shall jointly instruct the escrow agent to disburse from the Indemnification Escrow Fund to Sellers the funds that, as of such date, represent the then-remaining amount of the Indemnification Escrow Fund, if any, in excess of the sum of (i) $77,000,000 plus, 83,728,726.47 plus (ii) any additional amount by which the Indemnification Escrow Fund was increased pursuant to Section 5.16(f) (such excess amount, the “Release Amount”), with such Release Amount to be reduced by (Ay) the amount, if any, which Sellers and Purchasers Purchaser have instructed the escrow agent to disburse funds from the Indemnification Escrow Fund but which have not actually been disbursed as of such date, and (B) the amount of any claim submitted by any Purchaser Indemnitee prior to such date, in accordance with this Article VIII that remains pending as of such date;
(b) on the fifth anniversary of the Closing Date, Purchasers and Sellers shall jointly instruct the escrow agent to disburse from the Indemnification Escrow Fund to Sellers the funds that, as of such date, represent the then-remaining amount of the Indemnification Escrow Fund, if any, in excess of $25,000,000, with such excess amount to be reduced by (A) the amount, if any, which Sellers and Purchasers have instructed the escrow agent to disburse funds from the Indemnification Escrow Fund but which have not actually been disbursed as of such date and, (Bz) the amount of any claim submitted by any Purchaser Indemnitee prior to such date, in accordance with this Article VIII that remains pending as of such date; and
(cii) on the 90th ninetieth (90th) day after the seventh fifth (5th) anniversary of the Closing Date, Purchasers Purchaser and Sellers shall jointly instruct the escrow agent to disburse from the Escrow Fund to each Seller its respective share of the then-remaining funds in the Indemnification Escrow Fund, with such Indemnification Escrow Fund to be reduced by (A) the amount, if any, which Sellers and Purchasers Purchaser have instructed the escrow agent to disburse funds from the Indemnification Escrow Fund but which have not actually been disbursed as of such date, and (B) the amount of any claim submitted by any Purchaser Indemnitee prior to such date in accordance with this Article VIII that remains pending as of such date.
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