On or before eighteen (18) month anniversary of this Agreement (the “Escrow Release Date”), if any Indemnified Party makes a Claim, shall deliver to the Escrow Agent and Seller a written notice (an “Escrow Notice”) setting forth the amount of the Claim by the Indemnified Party. If the Escrow Agent has not received a written objection (a “Dispute Notice”) to the Claim or portion thereof or the amount of the Claim from Seller within 30 days following the Escrow Agent’s receipt of the Escrow Notice, then on the 31st day following receipt, the Escrow Agent shall release to , by wire transfer to an account or accounts designated by , an amount of Escrow Funds equal to the amount of the Claim.
On or before eighteen (18) month anniversary of this Agreement (the “Escrow Release Date”), if any Indemnified Party makes a Claim, shall deliverIf Seller delivers to the Escrow Agent and Seller a written notice (an “Escrow Notice”) setting forth the amount of the Claim by the Indemnified Party. If the Escrow Agent has not received a written objection (a “Dispute Notice”)Dispute Notice to theany Claim or portion thereof or the amount of the Claim from Seller within 30 days following the Escrow Agent’s receipt of the Escrow Notice, then on the 31st dayEscrow Agent shall not distribute to any portion of the Escrow Funds that is the subject of the Dispute Notice until the Escrow Agent receives either # joint written instructions signed by Seller and authorizing the release to of the portion of the Escrow Funds that is agreed upon as the amount recoverable in respect of the Dispute Notice or # a court order as set out in Section 4(d) directing the release to of the portion of the Escrow Funds that is determined to be the amount recoverable in respect of the Dispute Notice; provided, that notwithstanding the foregoing, if Seller objects in part to the amount of the Claim, the Escrow Agent shall, within two Business Days following receipt,receipt of such Dispute Notice, release to an amount from the Escrow Funds equal to the portion of the Claim not objected to by Seller. Upon receipt of the joint written instructions, the Escrow Agent shall release to , by wire transfer to an account or accounts designated by , an amount of Escrow Funds equal to the amount of the Claim.Escrow Funds in accordance with those written instructions.
On or before eighteen (18) month anniversary of this Agreement (the “Escrow Release Date”), if any Indemnified Party makes a Claim, the date that is six (6) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent and Seller a written notice (an “Escrow Notice”) setting forth the amount of the Claim by the Indemnified Party. Ifinstructing the Escrow Agent has not received a written objection (a “Dispute Notice”)to release to the Claim or portion thereof orSeller an amount equal to the amount of the Claim from Seller within 30 days following the Escrow Agent’s receiptdifference between # one fourth (1/4) of the Escrow Notice,Amount minus # any amounts previously paid to any Buyer Indemnified Party and any amounts then onsubject to a Claim Notice. On the 31st daydate that is twelve (12) months following receipt,the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent shallinstructing the Escrow Agent to release to , by wire transfer tothe Seller an account or accounts designated by , an amount of Escrow Funds equal to the amountdifference between # one fourth (1/4) of the Claim.Escrow Amount minus # any amounts paid to any Buyer Indemnified Party since the date that was the six (6) months following the Closing Date and any amounts then subject to a Claim Notice. On the date that is eighteen (18) months following the Closing Date, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then subject to a Claim Notice. Promptly upon (and in any event within three (3) Business Days of) the resolution of any matter set forth in a Claim Notice, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Seller all funds remaining in the Escrow Account minus any amounts then remaining subject to a Claim Notice.
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