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Termination and Release of Escrow Shares.

This Agreement shall terminate upon the later of (i) the Termination Date or (ii) the date that all Claimed Amounts have been resolved claims in accordance with this Agreement. Within three (3) Business Days after the Termination Date, the Escrow Agent shall distribute to Seller, on behalf of Buyer, (i) all of the Escrow Shares and cash then remaining in the Escrow Account, including any shares received with respect to the Escrow Shares prior to the Termination date pursuant to stock splits or otherwise. Notwithstanding the foregoing, if any Claim Notice has been given and such claim has not yet been resolved, the Escrow Agent shall retain in the Escrow Account after the Termination Date the number of Escrow Shares and/or cash, if applicable, equal in the aggregate to the Claimed Amount in a Claims Notice or Contested Claim, as the case may be, in each case without regard to any potential insurance payments related thereto (as well as any amounts the Escrow Agent reasonably determines are necessary to satisfy the fees and expenses contemplated by Section 9), which has not then been resolved.


Entire Agreement.

This Agreement, together with the Stock Purchase Agreement, constitutes the entire Agreement among the parties with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations by or among the parties, written or oral, with respect to the subject matter hereof. No amendment, modification or alteration of the terms or provisions of this Agreement or the Stock Purchase Agreement shall be binding unless the same shall be in writing and duly executed by the parties hereto. In case of any discrepancy or conflict between this Agreement and the Stock Purchase Agreement with respect to the subject matter hereof, this Agreement shall govern.


Succession and Assignment.

This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties.

14. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

15. Headings.

The descriptive headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

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