Response Notice. Within 30 calendar days after the delivery of a Claim Notice to the Seller's Agent, the Seller's Agent shall deliver to Isonics and the Escrow Agent a written notice (the "Response Notice") containing: (i) instructions to the effect that Escrow Shares having a Fair Market Value (as defined in Section 5 of this Escrow Agreement) equal to the entire Claim Amount set forth in such Claim Notice are to be released from the Escrow to Isonics; or (ii) instructions to the effect that Escrow Shares having a Fair Market Value equal to a specified portion (but not the entire amount) of the Claim Amount set forth in such Claim Notice are to be released from the Escrow to Isonics, together with a statement that the remaining portion of such Claim Amount is being disputed; or (iii) a statement that the entire Claim Amount set forth in such Claim Notice is being disputed. If no Response Notice is received by Isonics and the Escrow Agent from the Seller's Agent within 45 calendar days after the delivery of a Claim Notice to the Seller's Agent, then the recipient of such Claim Notice shall be deemed to have given instructions that Escrow Shares having a Fair Market Value equal to the entire Claim Amount set forth in such Claim Notice are to be released to Isonics from the Escrow.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Isonics Corp), Escrow Agreement (Isonics Corp)
Response Notice. Within 30 calendar 15 days after the delivery of a Claim Notice to the Seller's AgentShareholder Representative, the Seller's Agent Shareholder Representative shall deliver to Isonics and the Escrow Agent (with a copy to Parent) a written notice (the "Response Notice") containing: (i) instructions to the effect that Escrow Shares having a Fair Market Value (as defined in Section 5 of this Escrow Agreement6) equal to the entire Claim Amount set forth in such Claim Notice are to be released from the Escrow to Isonicssuch indemnified party; or OR (ii) instructions to the effect that Escrow Shares having a Fair Market Value equal to a specified portion (but not the entire amount) of the Claim Amount set forth in such Claim Notice are to be released from the Escrow to Isonicssuch indemnified party, together with a statement that the remaining portion of such Claim Amount is being disputed; or OR (iii) a statement that the entire Claim Amount set forth in such Claim Notice is being disputed. If no Response Notice is received by Isonics and the Escrow Agent from the Seller's Agent Shareholder Representative within 45 calendar 30 days after the delivery of a Claim Notice to the Seller's AgentShareholder Representative, then the recipient of such Claim Notice Shareholder Representative shall be deemed to have given instructions to the Escrow Agent that Escrow Shares having a Fair Market Value equal to the entire Claim Amount set forth in such Claim Notice are to be released to Isonics such indemnified party from the Escrow.
Appears in 1 contract
Samples: Escrow Agreement (Innerspace Corp)
Response Notice. Within 30 calendar 15 days after the delivery of a Claim Notice to the Seller's Indemnifying Shareholders' Agent, the Seller's Indemnifying Shareholders' Agent shall deliver to Isonics and the Escrow Agent a written notice (the "Response Notice") containing: (i) instructions to the effect that Escrow Shares having a Fair Market Value (as defined in Section 5 6 of this Escrow Agreement) equal to the entire Claim Amount set forth in such Claim Notice are to be released from the Escrow to IsonicsParent; or (ii) instructions to the effect that Escrow Shares having a Fair Market Value equal to a specified portion (but not the entire amount) of the Claim Amount set forth in such Claim Notice are to be released from the Escrow to IsonicsParent, together with a statement that the remaining portion of such Claim Amount is being disputed; or (iii) a statement that the entire Claim Amount set forth in such Claim Notice is being disputed. If no Response Notice is received by Isonics and the Escrow Agent from the Seller's Indemnifying Shareholders' Agent within 45 calendar 15 days after the delivery of a Claim Notice to the Seller's Indemnifying Shareholders' Agent, then the recipient of such Claim Notice shall be deemed to have given instructions that Escrow Shares having a Fair Market Value equal to the entire Claim Amount set forth in such Claim Notice are to be released to Isonics Parent from the Escrow.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Caere Corp)
Response Notice. Within 30 calendar 15 days after the delivery of a Claim Notice to the Seller's AgentRepresentative, the Seller's Agent Representative shall deliver to Isonics and the Escrow Agent (with a copy to Gateway) a written notice (the "Response Notice") containing: (i) instructions to the effect that Escrow Shares having a Fair Market Value (as defined in Section 5 of this Escrow Agreement6) equal to the entire Claim Amount set forth in such Claim Notice are to be released from the Escrow to Isonicssuch Indemnified Person; or OR (ii) instructions to the effect that Escrow Shares having a Fair Market Value equal to a specified portion (but not the entire amount) of the Claim Amount set forth in such Claim Notice are to be released from the Escrow to Isonicssuch Indemnified Person, together with a statement that the remaining portion of such Claim Response Notice - continued Amount is being disputed; or OR (iii) a statement that the entire Claim Amount set forth in such Claim Notice is being disputed. If no Response Notice is received by Isonics and the Escrow Agent from the Seller's Agent Representative within 45 calendar 30 days after the delivery of a Claim Notice to the Seller's AgentRepresentative, then the recipient of such Claim Notice Representative shall be deemed to have given instructions to the Escrow Agent that Escrow Shares having a Fair Market Value equal to the entire Claim Amount set forth in such Claim Notice are to be released to Isonics such Indemnified Person from the Escrow.
Appears in 1 contract