Common use of Administration of Escrow Account Clause in Contracts

Administration of Escrow Account. Except as otherwise provided herein, the Escrow Agent shall administer the Escrow Account as follows: 2.1 If any Indemnitee has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under any of the Transactional Agreements, such Indemnitee may deliver a claim notice (a "Claim Notice") to the Agent and to the Escrow Agent in accordance with Section 10 below; provided, that if the Indemnitee's claim is based on, arising out of or relating to an Stockholder Representation Indemnity Claim or a Stockholder Fraud Claim, the Indemnitee shall deliver a Claim Notice to the Agent and each Stockholder against whom the Indemnitee is asserting a right to indemnification (the "Indemnifying Stockholders"). Each Claim Notice shall state that such Indemnitee believes in good faith and after investigation that there is or has been a breach of a representation, warranty or covenant contained in one of the Agreements or that such Indemnitee is entitled to indemnification, compensation or reimbursement under the Exchange Agreement and contain a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a breach or that such Indemnitee is so entitled to indemnification, compensation or reimbursement and shall, to the extent possible, contain a nonbinding, preliminary estimate of the amount of Damages such Indemnitee claims to have so incurred or suffered (the "Claimed Amount").

Administration of Escrow Account. Except as otherwise provided herein, the Escrow Agent shall administer the Escrow Account as follows: 2.1 (a) If any Indemnitee has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under any Section 9 of the Transactional AgreementsReorganization Agreement, such Indemnitee may may, on or prior to the fifteenth month anniversary of the Closing Date (the "Termination Date"), deliver a claim notice (a "Claim Notice") to the Securityholders' Agent and to the Escrow Agent in accordance with Section 10 below; provided, that if the Indemnitee's claim is based on, arising out of or relating to an Stockholder Representation Indemnity Claim or a Stockholder Fraud Claim, the Indemnitee shall deliver a Claim Notice to the Agent and each Stockholder against whom the Indemnitee is asserting a right to indemnification (the "Indemnifying Stockholders")Agent. Each Claim Notice shall state that such Indemnitee believes in good faith and after investigation that there is or has been a breach of a representation, warranty or covenant contained in one of the Agreements Reorganization Agreement or that such Indemnitee is otherwise entitled to indemnification, compensation or reimbursement under Section 9.2 of the Exchange Reorganization Agreement and contain a brief description in reasonable detail of the circumstances supporting such Indemnitee's belief that there is or has been such a breach or that such Indemnitee is so entitled to indemnification, compensation or reimbursement and shall, to the extent possible, contain a nonbindingnon-binding, preliminary estimate of the amount of Damages such Indemnitee claims to have so incurred or suffered (the "Claimed Amount"). (b) Within 30 business days after receipt by the Securityholders' Agent of a Claim Notice, the Securityholders' Agent may deliver to the Indemnitee who delivered the Claim