Common use of Administration of Escrow Account Clause in Contracts

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.