does not constitute Losses for which the Buyer Indemnitee is entitled to indemnification under Sections 7.2(a) or 7.2(b) of the Stock Purchase Agreement, or (ii) any incorrect valuation or calculation of the amount of Escrow Shares and/or cash to be released. If no Response Notice is delivered by Seller to the Escrow Agent by the Response Date, Seller shall be deemed to have agreed that the amount of the Escrow Shares and/or cash are equal in value to the entire Claimed Amount and may be released from the Escrow Account to Buyer in satisfaction of such claim(s).
(c) Uncontested Claim. If Seller agrees in the Response Notice, or is deemed to have agreed pursuant to the last sentence of Section 3(b) above, that the applicable number of the Escrow Shares and cash, if applicable, may be released from the Escrow Account to Buyer, the Escrow Agent shall, no later than three (3) Business Days after receipt or deemed receipt of the Response Notice, (i) transfer, deliver, and assign to such Buyer such number of Escrow Shares (plus, to the extent Escrow Shares included in the Escrow Account are insufficient to satisfy the Agreed Amount, an applicable amount of cash, if any, included in the Escrow Account) as provided in the Claim Notice or (ii) such number of Escrow Shares and/or cash as provided in the Response Notice, as applicable.
(d) Partially Contested Claims . If Seller in the Response Notice agrees that the Escrow Shares and cash, if applicable, equal to part, but not all, of the Claimed Amount may be released from the Escrow Account to such Buyer Indemnitee, the Escrow Agent shall, no later than three (3) Business Days after receipt of the Response Notice, transfer, deliver, and assign to such Buyer Indemnitee such number of the Escrow Shares and/or cash equal to the Agreed Amount and subject to reduction pursuant to Section 3(e).
(e) Contested Claims . If Seller in the Response Notice contests all or any part of any claim in a Claims Notice (a “ Contested Claim ”), the Escrow Agent shall not take any action regarding the release of Escrow Shares and cash, if any, to Buyer except as hereafter specified. Until the Escrow Agent receives (x) delivery of a copy of a settlement agreement or any other written instructions executed by Buyer and Seller instructing the Escrow Agent as to the resolution of such Contested Claim and the disbursement of the Escrow Shares and cash, if applicable, in respect of such Contested Claim (the “ Settlement Agreement ”) or (y) delivery of a copy of the final non-appealable award of a court of competent jurisdiction resolving the Contested Claim (accompanied by a certificate from the presenting party to the effect that the order is final and non-appealable and that a copy of such order has been delivered to the other parties hereto), (the “ Final Adjudication ”), the Escrow Agent shall continue to hold in the Escrow Account the Escrow Shares and/or cash, as applicable, required to be retained in accordance with this Agreement.
(f) Cash in Lieu of Escrow Shares . Notwithstanding anything herein to the contrary, at any time Escrow Shares shall be released and delivered to Buyer pursuant to Sections 2 or 3 hereof, Seller may direct that, to the extent available in the Escrow Account, such amounts be satisfied, in whole or in part, with and paid in a like amount of cash.
Release of Escrow Shares after Six Months.
On the date that is one hundred and eighty (180) days after the date hereof, the Escrow Agent shall release from the Escrow Account and deliver to Seller a number of Escrow Shares