Disposition and Termination of the Escrow Funds Clause Samples

Disposition and Termination of the Escrow Funds. (a) If Buyer elects to assert a claim for adjustment of the purchase price or for indemnification under the Purchase Agreement, it must give written notice of such claim (an “Indemnity Escrow Claim”) to the Escrow Agent and Seller Party Representative prior to the date that is 12 months after the Closing Date. An Indemnity Escrow Claim shall (i) describe in good faith the matter in reasonable detail and (ii) indicate the amount (estimated in good faith, if necessary and to the extent feasible) of the Losses that have been or may be suffered by the applicable Buyer Indemnitee or the amount of the adjustment (including the Completion Deferred Revenue Cost) (the “Claim Amount”). Such Indemnity Escrow Claim is to be executed by an Authorized Signer of Buyer set forth in Exhibit A-2 hereto. (b) If Seller Party Representative wishes to object to the Indemnity Escrow Claim (including the Claim Amount), Seller Party Representative shall deliver to Buyer and Escrow Agent a notice within 20 Business Days of Escrow Agent’s receipt of the Indemnity Escrow Claim stating that Seller Party Representative objects to such Indemnity Escrow Claim, including a reasonably detailed description of the nature and basis for Seller Party Representative’s objection (a “Dispute Notice”). Such Dispute Notice is to be executed by an Authorized Signer of Seller Party Representative. (c) If no Dispute Notice is delivered with respect to an Indemnity Escrow Claim within such 20 Business Day period, then Seller Party Representative (on behalf of Vendor) shall be deemed to have accepted such Indemnity Escrow Claim, and Buyer and Seller Party Representative shall deliver a Joint Release Instruction to the Escrow Agent with respect to such Indemnity Escrow Claim setting forth the terms of release from the Escrow Account and instructing the Escrow Agent to release the Claim Amount from the Escrow Account. (d) If a Dispute Notice is delivered within such 20 Business Day period, then the Escrow Agent shall not deliver any portion of the Claim Amount to Buyer until the Escrow Agent receives a Joint Release Instruction or a Final Determination. Following receipt by Buyer of a Dispute Notice, Buyer and Seller Party Representative shall comply with the dispute resolution provisions set forth in Sections 14 and 18.9 of the Purchase Agreement. If Buyer and Seller Party Representative are able to reach agreement, Buyer and Seller Party Representative shall deliver a Joint Release Instruction to the Esc...

Disposition and Termination of the Escrow Funds