definiens: shall mean the aggregate amount of ( x ) all DisputedAmounts not paid or otherwise resolved by such date and ( y ) all other amounts specified in Notices of Claims receivedby the Escrow Agent as of such date and not paid as of such date from the Escrow Funds unless, as of such date, theEscrow Agent is required to pay such amounts pursuant to Sections 5(a ) or 5(b ) . The amounts described in clause ( B)(ii)of this Section 5(d)(i ) shall be paid by the Escrow Agent to Buyer, or a Person designated by Buyer, pursuant to Sections5(a ) or 5(b ) as the case may be, and the amounts described in clause ( B)(iii ) of this Section 5(d)(i ) shall remain EscrowFunds held by, and to be paid out by, the Escrow Agent in accordance with the terms of this Agreement