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2.

Release of Escrow Shares with Respect to Working Capital Adjustment.

In the event that Seller is obligated to make a payment to Buyer pursuant to Section 2.4(c)(i) of the Stock Purchase Agreement (the amount of such payment being referred to as the “ Working Capital Adjustment Payment ”), Seller and Buyer shall jointly give written notice to Escrow Agent (the “ Adjustment Notice ”) with instruction that the Escrow Agent release to Buyer, within three (3) Business Days of the date of the Adjustment Notice, a number of Escrow Shares from the Escrow Account that is equal in value to the Working Capital Adjustment Payment (plus, to the extent Escrow Shares included in the Escrow Account are insufficient to satisfy the Working Capital Adjustment Payment, an applicable amount of cash, if any, included in the Escrow Account). Alternatively, Seller may determine in its sole discretion to pay the Working Capital Adjustment Payment in cash and not out of any amounts in the Escrow Account. The Adjustment Notice shall specify delivery instructions for any distribution of Escrow Shares hereunder. Attached hereto as Attachment A are the names, titles and specimen signature of each of the persons who are authorized to execute written notices and directions to the Escrow Agent on behalf of Seller and Buyer, respectively.

  • 3.

    Release of Escrow Shares with Respect to Indemnification Claims.

    • (a)

      Delivery of Claim Notice . If any Buyer Indemnitee, has incurred or suffered any Losses under Sections 7.2(a) or 7.2(b) of the Stock

Purchase Agreement for which such Buyer Indemnitee is entitled to indemnification thereunder, Buyer shall, on behalf of such Buyer Indemnitee and on or prior to the Termination Date (as defined below), give written notice of such claim (a “ Claim Notice ”) to Seller and the Escrow Agent. Each Claim Notice shall state in reasonable detail (i) the basis for such claim, (ii) the amount of Losses incurred or suffered by such Buyer Indemnitee or, if not determinable, a reasonable, good faith estimate thereof (the “ Claimed Amount ”), (iii) the amount of Escrow Shares and cash, if applicable, required to satisfy such Losses, and (iv) delivery instructions for any distribution of Escrow Shares and cash, if applicable. No Buyer Indemnitee may make any new claim for Losses after 11:59 p.m. Eastern Standard Time on the date that is the twelve (12) month anniversary date of the Closing Date (the “ Termination Date ”). Attached hereto as Attachment A are the names, titles and specimen signatures of each of the persons who are authorized, on behalf of Buyer to execute and deliver written notices and directions to the Escrow Agent.

(b) Response Notice; Uncontested Claims . Within fifteen (15) days of the date a Claim Notice is received (the “Response Date”) in accordance with Section 3(a), Seller shall provide to Buyer and to the Escrow Agent a written response (the “ Response Notice ”) in which Seller shall either: (i) agree that a specified amount of the Escrow Shares and/or cash equal in value to the Claimed Amount (the “ Agreed Amount ”) may be released from the Escrow Account to Buyer Indemnitee, (ii) agree that a specified amount of Escrow Shares and/or cash equal to part, but not all, of the Claimed Amount may be released from the Escrow Account to Buyer Indemnitee, or (iii) contest that any of the Escrow Shares and cash, if applicable, may be released from the Escrow Account to Buyer Indemnitee. Seller may contest the release of Escrow Shares and/or cash based upon (i) a good faith belief that all or such portion of the Claimed Amount

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