definiens: shall mean the aggregate amount of ( x ) all Disputed Amounts not paid or otherwiseresolved by such date and ( y ) all other amounts specified in Notices of Claims received by the Escrow Agent as of such dateand not paid as of such date from the Escrow Funds unless, as of such date, the Escrow Agent is required to pay suchamounts 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 theEscrow Agent to Parent, or a Person designated by Parent, pursuant to Sections 5(a ) or 5(b ) as the case may be, and theamounts described in clause ( B)(iii ) of this Section 5(d)(i ) shall remain Escrow Funds held by, and to be paid out by, theEscrow Agent in accordance with the terms of this Agreement