Administration of Escrow Account. Except as otherwise provided herein, the Escrow Agent shall administer the Escrow Account as follows:
Administration of Escrow Account. The Escrow Agent shall distribute the Escrow Shares (along with any Escrow Cash) only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Parent and the Stockholders’ Representative and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares (along with any Escrow Cash) or (ii) the final, binding, and conclusive decision or order of an arbitrator selected pursuant to Section 10.11 of the Merger Agreement (the “Arbitrator”) or court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Parent or the Stockholders’ Representative, that provides for the distribution of some or all of the Escrow Shares (along with any Escrow Cash). Notwithstanding anything to the contrary set forth herein, the Escrow Agent shall disburse the Escrow Shares (along with any Escrow Cash) (i) at any time and from time to time upon, and in accordance with, any joint written instructions that the Escrow Agent may receive from Parent and the Stockholders’ Representative or (ii) as set forth in Section 8. Any order, judgment or decree presented to the Escrow Agent as the basis for a disbursement of amounts from the Escrow Fund, including amounts representing interest thereon, shall be accompanied by a certificate of the party requesting the disbursement to the effect that such order, judgment or decree is the final, binding, and conclusive decision or order of the Arbitrator or court of competent jurisdiction, upon which certificate Escrow Agent shall conclusively rely.
Administration of Escrow Account. Except as otherwise provided herein, with respect to any claim pursuant to Section 9 of the Purchase Agreement (other than Section 9.2 or Section 9.3), the Escrow Agent shall be entitled to rely on the instructions of the Designated Company Agent on behalf of the Selling Members and shall administer the Escrow Account as follows:
Administration of Escrow Account. (a) If Purchaser, RT Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Purchaser (the “Surviving Corporation”), or other party entitled under the Merger Agreement to indemnification from the Closing Payees (each an “Indemnitee”), in good faith determines that the Closing Payees have become obligated to Purchaser, the Surviving Corporation or a third party pursuant to the Holdback Indemnity Obligations, then Purchaser shall, on behalf of the Indemnitee, give written notice to Escrow Agent of the amount of such claimed obligation (the “Notice”) and the basis therefor and shall also simultaneously transmit the Notice to Securityholder Agent. To ensure that Securityholder has received notice of the claim, Escrow Agent agrees to promptly notify Securityholder Agent in writing of each Notice. Escrow Agent shall distribute to Indemnitee from the Escrow Account funds in the amount of the claimed obligation (or such lesser amount then remaining in the Escrow Account) within fifteen (15) calendar days from the date the Notice was sent, unless within that fifteen (15) day period, Escrow Agent receives written notice from Securityholder Agent that Securityholder Agent disputes the claim or any portion thereof, which written notice shall include the reason or reasons for disputing the claim.
Administration of Escrow Account. Except as otherwise provided herein, with respect to any claim pursuant to Section 9 of the Merger Agreement, the Escrow Agent shall be entitled to rely on the instructions of the Designated Company Agent on behalf of the Escrow Stockholders and shall administer the Escrow Account as follows:
Administration of Escrow Account. Except as otherwise provided herein, Parent shall administer the Escrow Account as follows:
Administration of Escrow Account. (a) The Bank warrants and undertakes that, unless specifically authorized to do so in accordance with the provisions hereof, it will not give up the physical custody and safekeeping of the Escrow Deposit.
Administration of Escrow Account. Except as otherwise provided herein, the Escrow Agent shall administer the Escrow Account as follows: If any Chordiant Indemnitee has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under Section 4 of the Purchase Agreement, such Chordiant Indemnitee may, on or prior to the Termination Date, deliver a claim notice (a "Claim Notice") to the Sellers' Agent and to the Escrow Agent. Each Claim Notice shall state that such Chordiant Indemnitee believes that there is or has been a breach of a representation, warranty, covenant or other provision contained in the Purchase Agreement or that such Chordiant Indemnitee is otherwise entitled to indemnification, compensation or reimbursement under the Purchase Agreement and contain a brief description of the circumstances supporting such Chordiant Indemnitee's belief that there is or has been such a breach or that such Chordiant Indemnitee is so entitled to indemnification, compensation or reimbursement and shall, to the extent possible, contain a non-binding, preliminary estimate of the amount of Damages such Chordiant Indemnitee claims to have so incurred or suffered (the "Claimed Amount"). Within 20 business days after delivery of a Claim Notice, the Sellers' Agent may deliver to the Chordiant Indemnitee who delivered the Claim Notice and to the Escrow Agent a written response (the "Response Notice") in which the Sellers' Agent: (i) agrees that Escrow Shares having a "Stipulated Value" (as defined below) equal to the full Claimed Amount may be released from the Escrow Account to the Chordiant Indemnitee; (ii) agrees that Escrow Shares having a Stipulated Value equal to part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account to the Chordiant Indemnitee; or (iii) indicates that no part of the Claimed Amount may be released from the Escrow Account to the Chordiant Indemnitee. Any part of the Claimed Amount that is not to be released to the Chordiant Indemnitee shall be the "Contested Amount." If a Response Notice is not delivered by the Sellers' Agent to the Chordiant Indemnitee and the Escrow Agent within such 20 business-day period, the Sellers' Agent shall be deemed to have agreed that Escrow Shares having a Stipulated Value equal to the full Claimed Amount may be released to the Chordiant Indemnitee from the Escrow Account. If the Sellers' Agent in the Response Notice agrees that Escrow...
Administration of Escrow Account. The Escrow Account shall be maintained in an account backed by the full faith and credit of the United States government or an agency thereof, such as an account insured by the Federal Deposit Insurance Corporation (“FDIC”) pass- through insurance program. The Parties and the Escrow Agent agree to treat the Gross Settlement Fund as a “qualified settlement fund” within the meaning of Treasury Regulation § 1.468B-1, and the Escrow Agent, as administrator of the Escrow Account within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any and all Settlement Fund Taxes. In addition, the Escrow Agent shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph, including if necessary the “relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. Any such elections shall be made in compliance with the procedures and requirements of applicable regulations. It shall be the Escrow Agent’s responsibility to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All Settlement Fund Taxes arising with respect to the income, if any, earned by the Gross Settlement Fund (including any Settlement Fund Taxes that may be imposed upon Rover with respect to any income earned by the Gross Settlement Fund for any period during which the Gross Settlement Fund does not qualify as a “qualified settlement fund” for federal or state tax purposes) and any Settlement Fund Tax Expenses shall be paid out of the Gross Settlement Fund. Rover shall not have any liability or responsibility for the Settlement Fund Taxes or the Settlement Fund Tax Expenses. The Escrow Agent shall timely and properly file all informational and other tax returns necessary or advisable with respect to the Settlement Fund and the distributions and payments therefrom, including, without limitation, the tax returns described in Treas. Reg. § 1.468B-2(k), and to the extent applicable, Treas. Reg. § 1.468B-2(1). Those tax returns shall be consistent with the terms of this Agreement, and in all events shall reflect that all Settlement Fund Taxes on the income earned by the Settlement Fund shall be paid out of the Gross Settlement Fund. The Escrow Agent shall also timely pay Settlement Fund Taxes and Settlement Fund Tax Expen...
Administration of Escrow Account
