Administration of Escrow Fund. Except as otherwise provided herein, the Escrow Agent shall administer the Escrow Fund as follows:
2.1 If Parent has or claims to have incurred or suffered Losses for which it is or may be entitled to indemnification under Article IX of the Merger Agreement, Parent Representative shall promptly deliver to the Stockholders’ Agent and the Escrow Agent a written claim notice (a “Claim Notice”). Each Claim Notice shall contain a reasonably detailed summary of the basis for the claim, the provision or provisions of the Merger Agreement alleged to have been inaccurate or breached and, if known, the estimated amount of the Losses incurred or reasonably expected to be incurred by Parent as a result of such inaccuracy or breach under which such indemnification is sought (the “Claimed Amount”).
2.2 Within fifteen (15) calendar days after receipt by the Stockholders’ Agent of a Claim Notice, the Stockholders’ Agent may deliver to Parent Representative and to the Escrow Agent a written response (the “Response Notice”) in which the Stockholders’ Agent: (a) agrees that an amount of Escrow Shares equal to the full Claimed Amount may be released from the Escrow Fund to Parent; (b) agrees that an amount of Escrow Shares equal to part, but not all, of the Claimed Amount (the “Agreed Amount”) may be released from the Escrow Fund to Parent; or (c) indicates that no part of the Escrow Fund may be released from the Escrow Fund to Parent in respect of the Claimed Amount. Any part of the Claimed Amount that is not agreed to be released to Parent pursuant to the Response Notice, which determination shall be made in good faith by the Stockholders’ Agent, shall be the “Contested Amount.” If a Response Notice is not received by the Escrow Agent within such fifteen (15) day period, then the Stockholders’ Agent shall be conclusively deemed to have agreed that an amount of Escrow Shares equal to the full Claimed Amount may be released to Parent from the Escrow Fund and the Escrow Agent shall release such amount to Parent as provided in Section 2.3. The Escrow Agent may assume that any Claim Notice required to be delivered to the Escrow Agent and the Stockholders’ Agent has been received by the Stockholders’ Agent on the date it has been received by the Escrow Agent, but the Escrow Agent need not inquire into or verify such receipt.
2.3 If the Stockholders’ Agent delivers a Response Notice agreeing that an amount of Escrow Shares equal to the full Claimed Amount may be released from the ...
Administration of Escrow Fund. The Escrow Agent shall administer the Escrow Fund as set forth in Article 11 of the Merger Agreement.
Administration of Escrow Fund. The Escrow Agent shall administer the Escrow Fund as follows:
Administration of Escrow Fund. Escrow Agent shall administer the ----------------------------- Escrow Fund as follows:
(a) Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period (as defined in Section 6 below), shall treat such fund as an escrow fund in accordance with the terms of this Agreement and as property of the Seller Stockholders and not as the property of Buyer and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(b) Upon receipt by Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer (an "Officer's Certificate"): ---------------------
Administration of Escrow Fund. The Escrow Agent shall administer the ----------------------------- Escrow Fund as follows:
Administration of Escrow Fund. The administration of any claim for payment from the Escrow Fund shall, subject to the limitations set forth in this Article VIII, be subject to the terms and conditions of the Escrow Agreement.
Administration of Escrow Fund. Except as otherwise provided herein, the Escrow Agent shall administer the Escrow Fund as follows: Upon joint written notice signed by the Company and the Investors’ Representative, the Escrow Agent shall, within five (5) Business Days after the receipt of such notice, deliver to the Transfer Agent for delivery to the Investors or the Company, using the delivery instructions set forth in the written notice, an amount of Escrow Shares from the Escrow Fund as directed in the written notice. The Escrow Agent will receive joint written direction as to all share amounts to be disbursed and will not be responsible for any calculations.
Administration of Escrow Fund. The Escrow Agent shall administer the Escrow Fund as set forth in Sections 8.7, 8.8, 8.9 and 8.10 of the Merger Agreement.
Administration of Escrow Fund. The Escrow Agent shall administer the Escrow Fund as set forth in Annex A.
Administration of Escrow Fund. Claims for payment of Parent Claims from the Escrow Fund made by the Parent pursuant to Section 7.2 of the Merger Agreement shall be made in accordance with the procedures set forth in this Section 4.
(a) The Parent shall promptly give written notice of such claim (a "Claim Notice") including, when known, the facts constituting the basis for such claim and the amount or an estimate of the amount of the claimed Parent Claims (the "Claimed Amount") to the Stockholders' Representative and the Escrow Agent.
(b) Within fifteen (15) calendar days after delivery of a Claim Notice, the Stockholders' Representative shall provide to the Parent, with a copy to the Escrow Agent, a written response (the "Response Notice") in which the Stockholders' Representative shall: (i) agree that all of the Claimed Amount may be released from the Escrow Fund to the Parent; (ii) agree that part, but not all, of the Claimed Amount (the "Partial Amount") may be released from the Escrow Fund to the Parent; or (iii) contest the release of the entire Claimed Amount from the Escrow Fund to the Parent. The Stockholders' Representative may contest the release from escrow of all or a portion of the Claimed Amount only based upon its good faith belief that all or such portion of the Claimed Amount does not constitute Parent Claims for which the Parent is entitled to indemnification under Section 7.2 of the Merger Agreement. The Escrow Agent shall have
