Common use of Release for Indemnification Claims Clause in Contracts

Release for Indemnification Claims. The Escrow Agent shall make distributions from the Escrow Account in satisfaction of the requirements of Article VII of this Agreement as follows: (1) At any time, or from time to time, before the Release Date, Purchaser may deliver a Notice of Claim to the Shareholder Representative and the Escrow Agent providing the information required under Section 7.2 hereof and requesting a disbursement of Holdback Cash and Holdback Units having a fair market value (calculated in the manner described in Section 1.8 of this Agreement) equal to the amount of the Purchaser Claim from the Escrow Account. (2) The Shareholder Representative shall have the opportunity to respond to the Notice of Claim as provided in Section 7.2 of this Agreement. The Shareholder Representative, acting alone and without any requirement that it act jointly or in conjunction with any of the Selling Parties, will have authority and power to act on behalf of each of the Selling Parties under the Escrow Agreement. If Purchaser and the Shareholder Representative agree as to the liability for such Purchaser Claim and the amount or any portion thereof, Purchaser and the Shareholder Representative shall provide to the Escrow Agent a jointly executed written notice instructing the Escrow Agent to release to the Purchaser Holdback Cash and the number of Holdback Units having a combined value (calculated in the manner described in Section 1.8 above) equal to the amount of the liability for such Purchaser Claim or the undisputed portion thereof ("Joint Instructions"). (3) Subject to the provisions of Section 1.10 d.(4) below, if the Shareholder Representative and Purchaser do not deliver Joint Instructions to the Escrow Agent then the Escrow Agent shall not disburse the Holdback Cash or the Holdback Units requested pursuant to the Notice of Claim but instead shall retain the amount of Holdback Cash and Holdback Units having an aggregate fair market value (calculated in the manner described in Section 1.8 above) equal to the amount of the Purchaser Claim described in the Notice of Claim (the "Disputed Amount") until the earlier of receipt by the Escrow Agent of (i) Joint Instructions instructing the Escrow Agent to release Holdback Cash and Holdback Units to the Selling Parties and/or the Purchaser in satisfaction of the Purchaser Claim asserted in the Notice of Claim and specifying the amount of Holdback Cash and number of Holdback Units to be released to the Selling Parties and the amount and number to be released to Purchaser in satisfaction of the Purchaser Claim, or (ii) receipt by Escrow Agent of a final, non-appealable award of any court or arbitrator having jurisdiction over the matter specifying the amount of Holdback Cash and Holdback Units to be released to Purchaser in satisfaction of the Purchaser Claim specified in the Notice of Claim or specifying that Purchaser has no right to such Holdback Cash and Holdback Units (a "Final Award"). Upon the Escrow Agent's receipt of the Joint Instructions or the Final Award, the Escrow Agent shall disburse the Holdback Cash and Holdback Units (and any related Escrow Income), or a portion thereof, under the terms of the Joint Instructions or Final Award. Any release of Holdback Cash and Holdback Units in satisfaction of any Purchaser Claim shall be made proportionately to the amount of Holdback Cash and Holdback Units then in the Escrow Account (e.g. solely by way of example, if there was $300,000 of Holdback Cash and $1,200,000 of Holdback Units, 20% of the Purchaser Claim would be paid in Holdback Cash and 80% of the Purchaser Claim would be paid in Holdback Units). (4) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Shareholder Representative fails to deliver written notice of its objection to a Notice of Claim to the Purchaser and Escrow Agent within the time periods specified in Section 7.2 of this Agreement, the Selling Parties shall be deemed to have accepted and agreed to the Purchaser Claims described in the Notice of Claim and Purchaser may deliver to the Escrow Agent (and Escrow Agent may rely on) instructions regarding the disbursement of Holdback Cash and a number of Holdback Units having a fair market value (calculated in the manner described in Section 1.8 of this Agreement) equal to the amount of the Purchaser Claim described in the Notice of Claim, without obtaining the signature or other authorization of the Shareholder Representative or the Selling Parties.

Release for Indemnification Claims. The (i) On the Business Day following the date eighteen (18) months after the date of this Agreement (the "Release Date"), the Escrow Agent shall make distributions will, pursuant to the form of Transfer Agent Instruction Letter attached hereto as Exhibit B and to be executed by Parent, deliver to the Sellers' Representative (for distribution to the Sellers in accordance with Schedule B hereto) certificates containing the legend required pursuant to Section 2.07 of the Stock Purchase Agreement and representing the number of all Escrow Shares then remaining in the Share Escrow Account, less the number of Escrow Shares having a Fair Market Value equal to 100% of the aggregate amount specified in all Claim Notices (as defined below) which are then pending in respect of the Outstanding Escrow Claims. The number of Escrow Shares having a Fair Market Value equal to 100% of the aggregate amount specified in all Outstanding Escrow Claims will be retained by the Escrow Agent in the Share Escrow Account until final resolution of such claims. As soon as any Outstanding Escrow Claim that is unresolved as of the Release Date is resolved in accordance with the Stock Purchase Agreement and the appropriate number of Escrow Shares from the Escrow Account are transferred by the Escrow Agent to the Buyer Indemnitees in satisfaction respect of such resolved Outstanding Escrow Claim, then the Escrow Agent will, pursuant to the form of Transfer Agent Instruction Letter attached hereto as Exhibit B and to be executed by Parent, deliver to the Sellers' Representative (for distribution to or for the benefit of the requirements Sellers in accordance with Schedule B hereto) certificates containing the legend required pursuant to Section 2.07 of Article VII the Stock Purchase Agreement and representing the number of this Agreement as follows:Escrow Shares then remaining in the Escrow Account, less the number of Escrow Shares having a Fair Market Value equal to 100% of the aggregate amount specified in all pending and unresolved Outstanding Escrow Claims, if any. (1ii) At any time, or from From time to time, before time prior to the Release Date, Purchaser Buyer may deliver a Notice of Claim to the Shareholder Representative and the Escrow Agent providing and the information required under Section 7.2 hereof and Sellers' Representative a written notice (a "Claim Notice") requesting a disbursement distribution, by electronic transfer through DTC, to one or more Buyer Indemnitees of Holdback Cash and Holdback Units the number of the Escrow Shares in book entry form having a fair market value (calculated Fair Market Value equal to a specified amount in full or partial payment of the indemnification obligations of Sellers under the Stock Purchase Agreement or the Buyer Indemnitees' right to recover from the Escrow Account pursuant to Section 5.04 of the Stock Purchase Agreement; provided, however, that if at any time prior to the Cash Escrow Release Date, no Escrow Shares remain in the manner described Share Escrow Account, Buyer may instead deliver to the Escrow Agent and the Sellers' Representative a Claim Notice requesting distribution of a specified amount of cash from the Cash Escrow Account in full or partial payment of the indemnification obligations of Sellers under the Stock Purchase Agreement or the Buyer Indemnitees' right to recover from the Escrow Account pursuant to Section 1.8 5.04 of this the Stock Purchase Agreement. Each such Claim Notice will describe the indemnification or escrow recovery sought in reasonable detail to the extent known, and will indicate the amount (estimated, if necessary, and if then estimable) of the Loss that has been or may be suffered. (iii) If the Escrow Agent (x) is in actual receipt of a written notice from Sellers' Representative agreeing to such Claim Notice within 30 days following the date of the Escrow Agent's actual receipt of such Claim Notice, or (y) is not in actual receipt of a written objection from Sellers' Representative to such Claim Notice, specifying in reasonable detail the reasons for the objection and the amount, if any, of such Claim Notice that is not in dispute (an "Objection Notice"), then on the earlier of (1) the first Business Day following the Escrow Agent's receipt of a written notice from Sellers' Representative agreeing to such Claim Notice or (2) the 31st day following the Escrow Agent's actual receipt of the Claim Notice (or if the 31st day is not a Business Day, then on the first Business Day after the 31st day), the Escrow Agent will, by electronic transfer through DTC, deliver to the Buyer Indemnitees identified in such Claim Notice, the number of the Escrow Shares in book entry form from the Share Escrow Account having a Fair Market Value equal to the amount specified in the Claim Notice or the amount of the Purchaser Claim cash from the Cash Escrow Account specified in the Claim Notice. For avoidance of doubt, in no event will the Escrow Agent make any distribution from the Cash Escrow Account pursuant to this Section 3.1(c)(iii) without joint written instructions from the Sellers' Representative and the Buyer or a court order in accordance with Section 3.1(a), if Escrow Shares remain in the Share Escrow Account. The Sellers' Representative will deliver a copy of any Objection Notice to Buyer simultaneously with delivery of such Objection Notice to the Escrow Agent. (2iv) The Shareholder Representative shall have the opportunity to respond to the Notice of Claim as provided in Section 7.2 of this Agreement. The Shareholder Representative, acting alone and without any requirement that it act jointly or in conjunction with any of the Selling Parties, will have authority and power to act on behalf of each of the Selling Parties under the Escrow Agreement. If Purchaser and the Shareholder Representative agree as to the liability for such Purchaser Claim and the amount or any portion thereof, Purchaser and the Shareholder Representative shall provide to the Escrow Agent is in actual receipt of an Objection Notice from Sellers' Representative to a jointly executed written notice instructing claim within 30 days following the date of the Escrow Agent's actual receipt of such Claim Notice, the Escrow Agent to release to will (1) on the Purchaser Holdback Cash and the number of Holdback Units having a combined value (calculated in the manner described in Section 1.8 above) equal to the amount of the liability for such Purchaser Claim or the undisputed portion thereof ("Joint Instructions"). (3) Subject to the provisions of Section 1.10 d.(4) below, if the Shareholder Representative and Purchaser do not deliver Joint Instructions to the Escrow Agent then the Escrow Agent shall not disburse the Holdback Cash or the Holdback Units requested pursuant to the Notice of Claim but instead shall retain the amount of Holdback Cash and Holdback Units having an aggregate fair market value (calculated in the manner described in Section 1.8 above) equal to the amount of the Purchaser Claim described in the Notice of Claim (the "Disputed Amount") until the earlier of receipt by the Escrow Agent of (i) Joint Instructions instructing the Escrow Agent to release Holdback Cash and Holdback Units to the Selling Parties and/or the Purchaser in satisfaction of the Purchaser Claim asserted in the Notice of Claim and specifying the amount of Holdback Cash and number of Holdback Units to be released to the Selling Parties and the amount and number to be released to Purchaser in satisfaction of the Purchaser Claim, or (ii) receipt by Escrow Agent of a final, non-appealable award of any court or arbitrator having jurisdiction over the matter specifying the amount of Holdback Cash and Holdback Units to be released to Purchaser in satisfaction of the Purchaser Claim specified in the Notice of Claim or specifying that Purchaser has no right to such Holdback Cash and Holdback Units (a "Final Award"). Upon first Business Day following the Escrow Agent's receipt of the Joint Instructions Objection Notice, by electronic delivery through DTC, transfer to the Buyer Indemnitees identified in the applicable Claim Notice the number, if any, of Escrow Shares in book entry form having a Fair Market Value equal to the amount specified in such Claim Notice that is not in dispute (or if no Escrow Shares remain in the Final AwardShare Escrow Account, the amount in cash from the Cash Escrow Account specified in such Claim Notice that is not in dispute), and (2) withhold from the amounts otherwise distributable under this Agreement the number of the Escrow Shares having a Fair Market Value equal to 100% of the disputed amount of such Claim Notice (or if no Escrow Shares remain in the Share Escrow Account, the disputed amount in cash from the Cash Escrow Account of such claim notice) until the Escrow Agent will have received either (A) joint written instructions from Sellers' Representative and Buyer as to the disposition of the portion of the Escrow Shares (or if no Escrow Shares remain, cash from the Cash Escrow Account) in question, or (B) an order of a court having jurisdiction over the matter that is final and not subject to further court proceedings or appeal, and as to which notice of appeal has not been timely filed or served, together with an opinion of counsel to the presenting party to the effect that such order is final and not subject to further court proceedings or appeal and from a court having jurisdiction over the matter. Promptly upon receipt (and in any event no later than three (3) Business Days following receipt), of any such joint written instructions or court order and legal opinion, the Escrow Agent shall disburse will, by electronic transfer to the Holdback Cash and Holdback Units (and any related Buyer Indemnitees through DTC, transfer such Escrow Income)Shares in book entry form, or a portion thereof, under the terms of the Joint Instructions or Final Award. Any release of Holdback Cash and Holdback Units in satisfaction of any Purchaser Claim shall be made proportionately to the amount of Holdback cash from the Cash and Holdback Units then Escrow Account, in the Escrow Account (e.g. solely by way of example, if there was $300,000 of Holdback Cash and $1,200,000 of Holdback Units, 20% of the Purchaser Claim would be paid in Holdback Cash and 80% of the Purchaser Claim would be paid in Holdback Units)accordance therewith. (4v) Notwithstanding anything For the avoidance of doubt, any Escrow Shares distributed to Sellers' Representative hereunder will be delivered, pursuant to the contrary contained in this Agreementform of Transfer Agent Instruction Letter attached hereto as Exhibit B and to be executed by Parent, in the event that form of certificates containing the Shareholder Representative fails legend required pursuant to deliver written notice of its objection to a Notice of Claim to the Purchaser and Escrow Agent within the time periods specified in Section 7.2 of this Agreement, the Selling Parties shall be deemed to have accepted and agreed to the Purchaser Claims described in the Notice of Claim and Purchaser may deliver to the Escrow Agent (and Escrow Agent may rely on) instructions regarding the disbursement of Holdback Cash and a number of Holdback Units having a fair market value (calculated in the manner described in Section 1.8 of this Agreement) equal to the amount 2.07 of the Purchaser Claim described in the Notice of Claim, without obtaining the signature or other authorization of the Shareholder Representative or the Selling PartiesStock Purchase Agreement.

Release for Indemnification Claims. The Escrow Agent Holder shall make distributions from the Escrow Account in satisfaction of the requirements of Article VII ARTICLE VIII of this the Purchase Agreement as follows: (1) At any time, or from time to time, before the Release Date, Purchaser Parent may deliver a Notice of Claim to the Shareholder Stockholder Representative and the Escrow Agent Holder providing the information required under Section 7.2 11.2 hereof and requesting a disbursement of Holdback Cash and Holdback Units having a fair market value (calculated in the manner described in Section 1.8 of this Agreement) equal to the amount of the Purchaser Claim from the Escrow Account. (2) The Shareholder Stockholder Representative shall have the opportunity to respond to the Notice of Claim as provided in Section 7.2 11.2 of this Agreement. The Shareholder Stockholder Representative, acting alone and without any requirement that it he act jointly or in conjunction with any of the Selling Partiesother Company Stockholders, will have authority and power to act on behalf of each of the Selling Parties Company Stockholders under the Escrow Agreement. If Purchaser Parent and the Shareholder Stockholder Representative agree as to the liability for of such Purchaser Claim and the amount or any portion thereof, Purchaser Parent and the Shareholder Stockholder Representative shall provide to the Escrow Agent Holder a jointly executed written notice instructing the Escrow Agent Holder to release to the Purchaser Holdback Cash and Parent the number of Holdback Units Escrow Shares having a combined fair market value (which fair market value shall be calculated in using the manner described in Section 1.8 aboveAverage Closing Price of the Escrow Shares) equal to the amount of the liability for such Purchaser Claim or the undisputed portion thereof ("“Joint Instructions"”). (3) Subject to If the provisions of Section 1.10 d.(4) below, if the Shareholder Stockholder Representative and Purchaser Parent do not deliver Joint Instructions to the Escrow Agent Holder then the Escrow Agent Holder shall not disburse the Holdback Cash or the Holdback Units Escrow Shares requested pursuant to the Notice of Claim but instead shall retain the rather hold such amount of Holdback Cash and Holdback Units having an aggregate fair market value (calculated in the manner described in Section 1.8 above) equal to the amount of the Purchaser Claim described in the Notice of Claim (the "“Disputed Amount"”) until the earlier of receipt by the Escrow Agent Holder of (i1) Joint Instructions instructing the Escrow Agent Holder to release Holdback Cash and Holdback Units monies to the Selling Parties and/or the Purchaser Parent in satisfaction of the Purchaser Claim asserted in the Notice of Claim and specifying the amount of Holdback Cash and number of Holdback Units Escrow Shares to be released to the Selling Parties and the amount and number to be released to Purchaser Parent in satisfaction of the Purchaser Claim, or (ii2) receipt by Escrow Agent Holder of a final, non-appealable award of any court or arbitrator having jurisdiction over the matter specifying the amount a release of Holdback Cash and Holdback Units Escrow Shares to be released to Purchaser Parent in satisfaction of the Purchaser Claim specified in the Notice of Claim or specifying that Purchaser has no right and the number of Escrow Shares to such Holdback Cash and Holdback Units be released (a "“Final Award"”). Upon the Escrow Agent's Holder’s receipt of the Joint Instructions or the Final Award, the Escrow Agent Holder shall disburse the Holdback Cash and Holdback Units (and any related Escrow Income)Shares, or a portion thereof, under the terms of the Joint Instructions or Final Award. Any release of Holdback Cash and Holdback Units in satisfaction of any Purchaser Claim shall be made proportionately to the amount of Holdback Cash and Holdback Units then in the Escrow Account (e.g. solely by way of example, if there was $300,000 of Holdback Cash and $1,200,000 of Holdback Units, 20% of the Purchaser Claim would be paid in Holdback Cash and 80% of the Purchaser Claim would be paid in Holdback Units). (4) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Shareholder Representative fails to deliver written notice of its objection to a Notice of Claim to the Purchaser and Escrow Agent within the time periods specified in Section 7.2 of this Agreement, the Selling Parties shall be deemed to have accepted and agreed to the Purchaser Claims described in the Notice of Claim and Purchaser may deliver to the Escrow Agent (and Escrow Agent may rely on) instructions regarding the disbursement of Holdback Cash and a number of Holdback Units having a fair market value (calculated in the manner described in Section 1.8 of this Agreement) equal to the amount of the Purchaser Claim described in the Notice of Claim, without obtaining the signature or other authorization of the Shareholder Representative or the Selling Parties.

Release for Indemnification Claims. The Escrow Agent shall make distributions from the Escrow Account in satisfaction of the requirements of Article VII of this Agreement as follows: (1) At any time, or from time to time, before the Release Date, Purchaser may deliver a Notice of Claim to the Shareholder Representative and the Escrow Agent providing the information required under Section 7.2 hereof and requesting a disbursement of Holdback Cash and Holdback Units Shares having a fair market value (calculated in the manner described in Section 1.8 of this Agreement) equal to the amount of the Purchaser Claim from the Escrow Account. (2) The Shareholder Representative shall have the opportunity to respond to the Notice of Claim as provided in Section 7.2 of this Agreement. The Shareholder Representative, acting alone and without any requirement that it act jointly or in conjunction with any of the Selling Parties, will have authority and power to act on behalf of each of the Selling Parties under the Escrow Agreement. If Purchaser and the Shareholder Representative agree as to the liability for such Purchaser Claim and the amount or any portion thereof, Purchaser and the Shareholder Representative shall provide to the Escrow Agent a jointly executed written notice instructing the Escrow Agent to release to the Purchaser Holdback Cash and the number of Holdback Units Shares having a combined value (calculated in the manner described in Section 1.8 above) equal to the amount of the liability for such Purchaser Claim or the undisputed portion thereof ("Joint Instructions"). (3) Subject to the provisions of Section 1.10 d.(4) below, if the Shareholder Representative and Purchaser do not deliver Joint Instructions to the Escrow Agent then the Escrow Agent shall not disburse the Holdback Cash or the Holdback Units Shares requested pursuant to the Notice of Claim but instead shall retain the amount of Holdback Cash and Holdback Units Shares having an aggregate fair market value (calculated in the manner described in Section 1.8 above) equal to the amount of the Purchaser Claim described in the Notice of Claim (the "Disputed Amount") until the earlier of receipt by the Escrow Agent of (i) Joint Instructions instructing the Escrow Agent to release Holdback Cash and Holdback Units Shares to the Selling Parties and/or the Purchaser in satisfaction of the Purchaser Claim asserted in the Notice of Claim and specifying the amount of Holdback Cash and number of Holdback Units Shares to be released to the Selling Parties and the amount and number to be released to Purchaser in satisfaction of the Purchaser Claim, or (ii) receipt by Escrow Agent of a final, non-appealable award of any court or arbitrator having jurisdiction over the matter specifying the amount of Holdback Cash and Holdback Units Shares to be released to Purchaser in satisfaction of the Purchaser Claim specified in the Notice of Claim or specifying that Purchaser has no right to such Holdback Cash and Holdback Units Shares (a "Final Award"). Upon the Escrow Agent's receipt of the Joint Instructions or the Final Award, the Escrow Agent shall disburse the Holdback Cash and Holdback Units Shares (and any related Escrow Income), or a portion thereof, under the terms of the Joint Instructions or Final Award. Any release of Holdback Cash and Holdback Units Shares in satisfaction of any Purchaser Claim shall be made proportionately to the amount of Holdback Cash and Holdback Units Shares then in the Escrow Account (e.g. solely by way of example, if there was $300,000 of Holdback Cash and $1,200,000 of Holdback UnitsShares, 20% of the Purchaser Claim would be paid in Holdback Cash and 80% of the Purchaser Claim would be paid in Holdback UnitsShares). (4) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Shareholder Representative fails to deliver written notice of its objection to a Notice of Claim to the Purchaser and Escrow Agent within the time periods specified in Section 7.2 of this Agreement, the Selling Parties shall be deemed to have accepted and agreed to the Purchaser Claims described in the Notice of Claim and Purchaser may deliver to the Escrow Agent (and Escrow Agent may rely on) instructions regarding the disbursement of Holdback Cash and a number of Holdback Units Shares having a fair market value (calculated in the manner described in Section 1.8 of this Agreement) equal to the amount of the Purchaser Claim described in the Notice of Claim, without obtaining the signature or other authorization of the Shareholder Representative or the Selling Parties.

Release for Indemnification Claims. The (i) No later than ten (10) days following the date twelve (12) months after the Closing Date, the Escrow Agent shall make distributions will deliver to Seller’s Representative, by wire transfer of immediately available funds, Escrow Funds in the amount of $3,000,000, less (A) all amounts previously released to Buyer on behalf of such Buyer Indemnitees from the Escrow Funds and (B) the amount of Escrow Funds equal to the aggregate amount specified in all Claim Notices (as defined below) which are then pending in respect of the Outstanding Escrow Claims. No later than ten (10) days following the date eighteen (18) months after the Closing Date (the “Release Date”), the Escrow Agent will deliver to Seller’s Representative, by wire transfer of immediately available funds, the Escrow Funds and Earnings remaining in the Escrow Account, less the aggregate amount specified in all Claim Notices which are then pending in respect of Outstanding Escrow Claims. The amount of Escrow Funds equal to the aggregate amount specified in all Claim Notices in respect of Outstanding Escrow Claims will be retained by the Escrow Agent in the Escrow Account until final resolution of such claims. As soon as any Outstanding Escrow Claim that is unresolved as of the Release Date is resolved in accordance with the Stock Purchase Agreement, (x) the Escrow Agent will transfer, by wire transfer of immediately available funds, the amount of Escrow Funds directed pursuant to Section 3.1(a) above from the Escrow Account to the Buyer Indemnitee(s) in satisfaction respect of such resolved Outstanding Escrow Claim, and then (y) the requirements Escrow Agent will deliver to Seller’s Representative, by wire transfer of Article VII immediately available funds, the amount of this Agreement as follows:Escrow Funds directed pursuant to Section 3.1(a) above in accordance with the Stock Purchase Agreement. (1ii) At any time, or from From time to time, before time prior to the Release Date, Purchaser may deliver a Notice of Claim to the Shareholder Representative and the Escrow Agent providing the information required under Section 7.2 hereof and requesting a disbursement of Holdback Cash and Holdback Units having a fair market value (calculated in the manner described in Section 1.8 of this Agreement) equal to the amount of the Purchaser Claim from the Escrow Account. (2) The Shareholder Representative shall have the opportunity to respond to the Notice of Claim as provided in Section 7.2 of this Agreement. The Shareholder Representative, acting alone and without any requirement that it act jointly or in conjunction with any of the Selling Parties, will have authority and power to act on behalf of each of the Selling Parties under the Escrow Agreement. If Purchaser and the Shareholder Representative agree as to the liability for such Purchaser Claim and the amount or any portion thereof, Purchaser and the Shareholder Representative shall provide to the Escrow Agent a jointly executed written notice instructing the Escrow Agent to release to the Purchaser Holdback Cash and the number of Holdback Units having a combined value (calculated in the manner described in Section 1.8 above) equal to the amount of the liability for such Purchaser Claim or the undisputed portion thereof ("Joint Instructions"). (3) Subject to the provisions of Section 1.10 d.(4) below, if the Shareholder Representative and Purchaser do not deliver Joint Instructions to the Escrow Agent then the Escrow Agent shall not disburse the Holdback Cash or the Holdback Units requested pursuant to the Notice of Claim but instead shall retain the amount of Holdback Cash and Holdback Units having an aggregate fair market value (calculated in the manner described in Section 1.8 above) equal to the amount of the Purchaser Claim described in the Notice of Claim (the "Disputed Amount") until the earlier of receipt by the Escrow Agent of (i) Joint Instructions instructing the Escrow Agent to release Holdback Cash and Holdback Units to the Selling Parties and/or the Purchaser in satisfaction of the Purchaser Claim asserted in the Notice of Claim and specifying the amount of Holdback Cash and number of Holdback Units to be released to the Selling Parties and the amount and number to be released to Purchaser in satisfaction of the Purchaser Claim, or (ii) receipt by Escrow Agent of a final, non-appealable award of any court or arbitrator having jurisdiction over the matter specifying the amount of Holdback Cash and Holdback Units to be released to Purchaser in satisfaction of the Purchaser Claim specified in the Notice of Claim or specifying that Purchaser has no right to such Holdback Cash and Holdback Units (a "Final Award"). Upon the Escrow Agent's receipt of the Joint Instructions or the Final Award, the Escrow Agent shall disburse the Holdback Cash and Holdback Units (and any related Escrow Income), or a portion thereof, under the terms of the Joint Instructions or Final Award. Any release of Holdback Cash and Holdback Units in satisfaction of any Purchaser Claim shall be made proportionately to the amount of Holdback Cash and Holdback Units then in the Escrow Account (e.g. solely by way of example, if there was $300,000 of Holdback Cash and $1,200,000 of Holdback Units, 20% of the Purchaser Claim would be paid in Holdback Cash and 80% of the Purchaser Claim would be paid in Holdback Units). (4) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Shareholder Representative fails to deliver written notice of its objection to a Notice of Claim to the Purchaser and Escrow Agent within the time periods specified in Section 7.2 of this Agreement, the Selling Parties shall be deemed to have accepted and agreed to the Purchaser Claims described in the Notice of Claim and Purchaser Buyer may deliver to the Escrow Agent and Seller’s Representative a written notice (a “Claim Notice”) requesting distribution, by wire transfer of immediately available funds, the amount of Escrow Funds equal to a specified amount in full or partial payment of the indemnification obligations of Seller under the Stock Purchase Agreement or the Buyer Indemnitees’ right to recover from the Escrow Account pursuant to Section 4.04 of the Stock Purchase Agreement. Each such Claim Notice will describe the indemnification or escrow recovery sought in reasonable detail to the extent known, and will indicate the amount (estimated, if necessary, and if then estimable) of the Loss that has been or may be suffered. (iii) If the Escrow Agent may rely on(x) instructions regarding is in actual receipt of a written notice from Seller’s Representative agreeing to such Claim Notice within thirty (30) days following the disbursement date of Holdback Cash the Escrow Agent’s actual receipt of such Claim Notice, or (y) is not in actual receipt within thirty (30) days following the date of the Escrow Agent’s actual receipt of such Claim Notice of a written objection from Seller’s Representative to such Claim Notice, specifying in reasonable detail the reasons for the objection and the amount, if any, of such Claim Notice that is not in dispute (an “Objection Notice”), then on the earlier of (1) the first (1st) Business Day following the Escrow Agent’s receipt of a number written notice from Seller’s Representative agreeing to such Claim Notice or (2) the thirty-first (31st) day following the Escrow Agent’s actual receipt of Holdback Units having the Claim Notice (or if the thirty-first (31st) day is not a fair market value Business Day, then on the first Business Day after the thirty-first (calculated 31st) day), the Escrow Agent will, by wire transfer of immediately available funds, deliver to the Buyer on behalf of such Buyer Indemnitee(s) identified in such Claim Notice, the manner described in Section 1.8 amount of this Agreement) Escrow Funds from the Escrow Account equal to the amount specified in the Claim Notice. Seller’s Representative will deliver a copy of any Objection Notice to Buyer simultaneously with delivery of such Objection Notice to the Escrow Agent. (iv) If the Escrow Agent is in actual receipt of an Objection Notice from Seller’s Representative to a Claim Notice within thirty (30) days following the date of the Purchaser Escrow Agent’s actual receipt of such Claim described Notice, the Escrow Agent will (1) on the first (1st) Business Day following the Escrow Agent’s receipt of the Objection Notice, by wire transfer of immediately available funds, transfer to the Buyer Indemnitee(s) identified in the applicable Claim Notice the amount, if any, of ClaimEscrow Funds equal to the amount specified in such Claim Notice that is not in dispute, without obtaining and (2) withhold from the signature or other authorization amounts otherwise distributable under this Agreement the amount of Escrow Funds equal to the disputed amount of such Claim Notice until the Escrow Agent will have received either (A) joint written instructions from Seller’s Representative and Buyer as to the disposition of the Shareholder Representative portion of Escrow Funds in question, or (B) an order of a court having jurisdiction over the Selling Partiesmatter that is final and not subject to further court proceedings or appeal, and as to which notice of appeal has not been timely filed or served, together with an opinion of counsel to the presenting party to the effect that such order is final and not subject to further court proceedings or appeal and from a court having jurisdiction over the matter. Promptly upon receipt (and in any event no later than three (3) Business Days following receipt), of any such joint written instructions or court order and legal opinion, the Escrow Agent will, by wire transfer of immediately available funds, transfer such Escrow Funds in accordance therewith.