Retention of Escrowed Cash Following the Distribution Date Sample Clauses

Retention of Escrowed Cash Following the Distribution Date. (a) In the event that, at the Distribution Date, Buyer has incurred any Covered Liabilities, or there is pending any claim for Buyer Damages made in accordance with Article IX of the Master Agreement or for indemnification pursuant to Article X thereof ("Tax Indemnification"), then Buyer may, not later than the second business day immediately prior to the Distribution Date, notify the Escrow Agent and the Designated Stockholder to such effect in writing, which written notice shall describe (such description to be without prejudice to or waiver of any rights of Buyer under the Master Agreement or otherwise, including to pursue a different amount or basis thereafter) in reasonable detail the nature of each such Covered Liability (or pending claim for Buyer Damages or Tax Indemnification), the facts and circumstances which give rise to each such Covered Liability (or pending claim for Buyer Damages or Tax Indemnification) and the sections of the Master Agreement with respect to which such item may be a Covered Liability, and the amount of each such Covered Liability (or, in the case of a pending claim for Buyer Damages or Tax Indemnification, Buyer's good faith reasonable estimate of the amount of such claim). The Escrow Agent shall have no obligation to verify that delivery of such notice has been made by Buyer to the Designated Stockholder, but agrees to forward to the Designated Stockholder promptly, by first class mail, a copy of the notice received by it. On the Distribution Date, the Escrow Agent shall set aside and reserve Escrowed Cash in an amount equal to the total of the amounts set forth in such written notice with respect to the claim or claims described therein (whether incurred or pending) (such amount so set aside and reserved pursuant to the provisions of this Section 7(a) being herein called the "Reserved Amount").