Disbursement Following the Termination Date. Within three (3) Business Days after the fifteen-month anniversary of the Closing Date (the “Termination Date”), the Escrow Agent shall distribute to the Indemnifying Stockholders all of the remaining Escrow Fund in accordance with Attachment A. Notwithstanding the foregoing, if NetScout has delivered to the Escrow Agent at any time prior to the Termination Date, (i) a copy of a Claim Notice and the Escrow Agent has not received written notice signed by both NetScout and the Stockholders Representatives indicating the resolution of the claim covered thereby, or (ii) a copy of an Expected Claim Notice and the Escrow Agent has not received written notice signed by both NetScout and the Stockholders Representatives indicating the resolution of the anticipated claim covered thereby, then to the extent that such Claim Notice or Expected Claim Notice was received by the Escrow Agent prior to 4 p.m. Eastern time on the Termination Date (provided, however, if the Termination Date is not a business day for the Escrow Agent, then 4 p.m. Eastern time on the next succeeding business day), there shall be deducted from the amount to be distributed an amount equal to any unresolved Claimed Amount covered by a Claim Notice or equal to the estimated amount of Damages set forth in an unresolved Expected Claim Notice, as the case may be, and the Escrow Agent shall retain in escrow the amount so deducted after the Termination Date. Any funds so retained in escrow shall be disbursed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) hereof. The Escrow Agent may rely conclusively on any Claim Notice or Expected Claim Notice it receives hereunder or any notice regarding the resolution of any claim or anticipated claim and it will be presumed that any such notice satisfies the conditions set forth herein. Furthermore, the Escrow Agent shall have no responsibility to determine if any claim or resolution notice received hereunder satisfies the conditions set forth in the Merger Agreement for making a claim, including whether there is a basis for making a claim, whether the claim is set forth in sufficient detail, or that a copy of any notice was sent to or received by any other person including the Indemnifying Stockholders or the Stockholders Representatives. When determining the amount of Escrow Shares to retain to satisfy any matters identified in a Claim Notice or Expected Claim Notice, the Escrow Agent may request a calculation of the Reference Price for ...
