Administration of Escrow Account. The Escrow Agent shall administer the Escrow Account as follows:
(a) If an Indemnified Party has incurred or suffered Damages for which it is entitled to indemnification under Article V of the Merger Agreement, the Indemnified Party shall, on or before the date of the expiration of the representation, warranty, covenant or agreement to which such claim relates, give written notice of such claim (a "Claim Notice") to the Indemnification Representatives and the Escrow Agent. Each Claim Notice shall state the amount of claimed Damages (the "Claimed Amount") and the basis for such claim. The date which is eighteen (18) months after the Date of Closing.
(b) Within 20 days after delivery of a Claim Notice, the Indemnification Representatives shall provide to the Indemnified Party, with a copy to the Escrow Agent, a written response (the "Response Notice") in which the Indemnification Representatives shall: (i) agree that Escrow Shares having a Fair Market Value (as computed pursuant to Section 6) equal to the full Claimed Amount may be released from the Escrow Account to the Indemnified Party, (ii) agree that Escrow Shares having a Fair Market Value equal to part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account to the Indemnified Party or (iii) contest that any of the Escrow Shares may be released from the Escrow Account to the Indemnified Party. The Indemnification Representatives may contest the release of Escrow Shares having a Fair Market Value equal to all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Indemnified Party is entitled to indemnification under Article V of the Merger Agreement. If no Response Notice is delivered by the Indemnification Representatives within such 20-day period, the Indemnification Representatives shall be deemed to have agreed that Escrow Shares having a Fair Market Value equal to all of the Claimed Amount may be released to the Indemnified Party from the Escrow Account.
(c) If the Indemnification Representatives in the Response Notice agree (or are deemed to have agreed) that Escrow Shares having a Fair Market Value equal to all of the Claimed Amount may be released from the Escrow Account to the Indemnified Party, the Escrow Agent shall, promptly following the earlier of the required delivery date for the Response Notice or the delivery of the Response Notice, transfe...
Administration of Escrow Account. The Escrow Agent shall administer the Escrow Account as follows:
Administration of Escrow Account. The Escrow Agent shall distribute the Escrow Shares (along with any Escrow Cash) only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Parent and the Stockholders’ Representative and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares (along with any Escrow Cash) or (ii) the final, binding, and conclusive decision or order of an arbitrator selected pursuant to Section 10.11 of the Merger Agreement (the “Arbitrator”) or court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Parent or the Stockholders’ Representative, that provides for the distribution of some or all of the Escrow Shares (along with any Escrow Cash). Notwithstanding anything to the contrary set forth herein, the Escrow Agent shall disburse the Escrow Shares (along with any Escrow Cash) (i) at any time and from time to time upon, and in accordance with, any joint written instructions that the Escrow Agent may receive from Parent and the Stockholders’ Representative or (ii) as set forth in Section 8. Any order, judgment or decree presented to the Escrow Agent as the basis for a disbursement of amounts from the Escrow Fund, including amounts representing interest thereon, shall be accompanied by a certificate of the party requesting the disbursement to the effect that such order, judgment or decree is the final, binding, and conclusive decision or order of the Arbitrator or court of competent jurisdiction, upon which certificate Escrow Agent shall conclusively rely.
Administration of Escrow Account. Except as otherwise provided herein, the Escrow Agent shall administer the Escrow Account as follows:
(a) If any Indemnitee has or, reasonably and in good faith, claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under Section 9.2 or Section 10.3 of the Reorganization Agreement, such Indemnitee may, on or prior to the first anniversary of the Effective Date of the Merger (the "First Anniversary"), deliver a claim notice (a "Claim Notice") to the Stockholders' Agent and to the Escrow Agent. Each Claim Notice shall state that such Indemnitee believes in good faith that there is or has been a breach of a representation, warranty or covenant contained in the Reorganization Agreement (specifying such representation, warranty or covenant contained in the Reorganization Agreement believed to have been breached and specifying the Transaction Costs for which it believes it is so entitled to reimbursement) or that such Indemnitee is otherwise entitled to indemnification, compensation or reimbursement under Section 9.2 or Section 10.3 of the Reorganization Agreement and contain a brief description in reasonable detail of the facts and circumstances supporting such Indemnitee's belief that there is or has been such a breach or that such Indemnitee is so entitled to indemnification, compensation or reimbursement and shall, to the extent possible, contain a non-binding, preliminary estimate of the amount of Damages such Indemnitee claims to have so incurred or suffered (the "Claimed Amount").
(b) Within 30 business days after receipt by the Stockholders' Agent of a Claim Notice, the Stockholders' Agent may deliver to the Indemnitee who delivered the Claim Notice and to the Escrow Agent a written response (the "Response Notice") in which the Stockholders' Agent: (i) agrees that a whole number of Escrow Shares having a "Stipulated Value" (as defined below) equal to the full Claimed Amount may be released from the Escrow Account to the Indemnitee; (ii) agrees that Escrow Shares having a Stipulated Value equal to part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account to the Indemnitee or (iii) indicates that no part of the Claimed Amount may be released from the Escrow Account to the Indemnitee. Any part of the Claimed Amount that is not to be released to the Indemnitee shall be the "Contested Amount." If a Response Notice is not received by the Escr...
Administration of Escrow Account. Except as otherwise provided herein, -------------------------------- the Escrow Agent shall administer the Escrow Account as follows:
Administration of Escrow Account. Except as otherwise provided herein, the Escrow Agent shall administer the Escrow Account as follows:
(a) If any Indemnitee (acting in good faith) has or claims to have incurred or suffered Damages or otherwise has a claim for which it is or may be entitled to indemnification, compensation or reimbursement under the Merger Agreement, such Indemnitee may deliver to the Escrow Agent and the Shareholder Agent a written notice (a "Claim Notice") alleging a matter set forth in the Merger Agreement (a "Claim") and setting forth in reasonable detail the basis for such Claim. Each Claim pursuant to Section 4.2(a), to the extent possible, shall contain a non-binding, preliminary estimate of the amount of Damages such Indemnitee claims
Administration of Escrow Account. The Escrow Agent shall administer the Escrow Account as follows:
(a) In the event Mattson delivers a Claim Notice (as defined in the Support Agreement), xx xxall specify in such Claim Notice whether such claim for indemnification (a "Claim") is pursuant to Section 5.1 of the Support Agreement (a "Section 5.1 Claim") or pursuant to Section 5.2 of the Support Agreement (a "Section 5.2 Claim"). Concurrently with its delivery of such Claim Notice, Mattson shall deliver copies of such Claim Notice to the Escrow Agent xxx (x) to the Supporting Parties Agent and to the other Supporting Parties if the Claim Notice relates to a Section 5.1 Claim and (y) to the relevant Supporting Party if the Claim Notice relates to a Section 5.2 Claim. Under no circumstances may Mattson deliver a Claim Notice after the Release Date (as defined in Xxxxxxx 5 below).
(b) The following provisions shall apply with respect to a Claim Notice relating to a Section 5.1 Claim:
(i) Within 60 calendar days after a Claim Notice relating to a Section 5.1 Claim is received by the Supporting Parties Agent and the other Supporting Parties, the Supporting Parties Agent shall provide to Mattson, with a copy to the Escrow Agent, a written response (the "5.0 Xxxxxnse") which notice shall either: (x) state that an amount of the Escrow Fund equal in value to the full Section 5.1 Claim may be released from the Escrow Account to Mattson, (y) state that an amount of the Escrow Fund equal in value tx xxxx, but not all, of the Section 5.1 Claim (the "5.1 Agreed Amount") may be released from the Escrow Account to Mattson, in which case the 5.1 Response shall state the rationale for xxxxxxting part of the Section 5.1 Claim, or (z) state that no portion of the Escrow Fund may be released from the Escrow Account to Mattson, and the 5.1 Response shall state the rationale for contestinx xxx xntire Section 5.1 Claim.
(ii) If the 5.1 Response states that all or a portion of the Escrow Fund in an amount equal to the full amount of the Section 5.1 Claim may be released from the Escrow Account to Mattson or the Supporting Parties Agent does not deliver a 5.1 Responxx xxxxin such 60 calendar days of receipt by the Supporting Parties Agent and the other Supporting Parties of the Claim Notice asserting the Section 5.1 Claim, the Escrow Agent shall, following the earlier of (x) the Escrow Agent's receipt of the 5.1 Response, or (y) the expiration of the 60 calendar day period without a 5.1 Response, disburse to Mattson an ...
Administration of Escrow Account. The Escrow Account shall be maintained in an account backed by the full faith and credit of the United States government or an agency thereof, such as an account insured by the Federal Deposit Insurance Corporation (“FDIC”) pass-
Administration of Escrow Account. The Escrow Agent shall administer the Escrow Account as follows:
a. If an Indemnified Person has incurred or suffered Damages for which it is entitled to indemnification under Article VI of the Merger Agreement, it shall, prior to the General Fund Termination Date (as defined below) in the case of indemnification claimed under Sections 6.1(a), 6.1(b) and 6.1(c) of the Merger Agreement, prior to the Intellectual Property Termination Date (as defined below) in the case of indemnification claimed under Section 6.1(d) of the Merger Agreement, or prior to the Tax Termination Date (as defined below) in the case of indemnification claimed under Section 6.1(e) of the Merger Agreement, give written notice of such claim (a "Claim Notice") to the Indemnification Representatives and the Escrow Agent. Each Claim Notice shall state the amount of claimed Damages (the "Claimed Amount"), the basis for such claim and whether such claim is pursuant to Sections 6.1(a), 6.1(b) and/or 6.1(c) of the Merger Agreement, pursuant to Section 6.1(d) of the Merger Agreement or pursuant to Section 6.1(e) of the Merger Agreement. The date on which the representations, warranties, covenants and agreements of the Company and the Stockholders (other than Section 2.12(f) of the Merger Agreement), and the related indemnification obligations in Sections 6.1(a), 6.1(b) and 6.1(c) of the Merger Agreement, expire in accordance with Section 6.3 of the Merger Agreement shall be referred to herein as the "General Fund Termination Date." The date on which the representations and warranties of the Company and the Principal Stockholders contained in Section 2.12(f) of the Merger Agreement, and the related indemnification obligations in Section 6.1(d) of the Merger Agreement, expire in accordance with Section 6.3 of the Merger Agreement shall be referred to as the "Intellectual Property Termination Date." The date on which the indemnification obligations in Section 6.1(e) of the Merger Agreement expire in accordance with Section 6.3 of the Merger Agreement shall be referred to as the "Tax Termination Date."
b. Within 20 days after delivery of a Claim Notice the Indemnification Representatives shall provide to the Indemnified Person, with a copy to the Escrow Agent, a written response (the "Response Notice") in which the Indemnification Representatives shall: (i) agree that Escrow Property having a Fair Market Value (as computed pursuant to Section 6) equal to the full Claimed Amount may be released from...
Administration of Escrow Account. (a) The Bank warrants and undertakes that, unless specifically authorized to do so in accordance with the provisions hereof, it will not give up the physical custody and safekeeping of the Escrow Deposit.
(b) The Escrow Deposit shall be held by the Bank and shall not be subject to any lien, attachment, or any other judicial process of any creditor of any Party.
