Common use of Distribution Events Clause in Contracts

Distribution Events. 5.1. At any time or times prior to the termination hereof, GoAmerica may make claims against the Escrow Shares for amounts due for indemnification under the Purchase Agreement. If, after final determination of liability on a claim in accordance with the procedures set forth in Section 8.2 of the Purchase Agreement, any of the GoAmerica Indemnitees shall have any claim of indemnification for Indemnifiable Losses pursuant to the Purchase Agreement, GoAmerica shall promptly (a) give formal written notice thereof to Flash and the Escrow Agent, which notice shall include the aggregate dollar amount of the Indemnifiable Losses and a brief description of the facts upon which the claim is based, and (b) provide the Escrow Agent and Flash with a calculation pursuant to Section 5.3 hereof. Subject to the following provisions of this Section 5, the Escrow Agent shall, not less than fifteen (15) business days but within twenty (20) business days following delivery of such notice, deliver to GoAmerica in accordance with Section 5.3 hereof the number of Escrow Shares having an aggregate cash value (as determined in accordance with Section 5.3 hereof) equal to the amount of such Indemnifiable Losses. To the extent that the value of the Escrow Shares so determined represented by stock certificates so delivered exceeds the cash value of the Indemnifiable Losses, GoAmerica shall promptly deliver to the Escrow Agent stock certificates for the balance of the Escrow Shares, which shall be held pursuant to this Agreement. 5.2. If Flash shall, in good faith, notify the Escrow Agent in writing of any objections or disputes with respect to a claim for indemnification within fifteen (15) business days following delivery of notice of a claim for indemnity pursuant to Section 5.1 hereof, then the Escrow Agent shall instead set aside such Escrow Shares (the "Set Aside Amount") until (a) Flash and GoAmerica have agreed upon the rights of GoAmerica, any of the GoAmerica Indemnitees seeking indemnification and Flash with respect thereto and have notified the Escrow Agent of such an agreement in writing signed by GoAmerica and Flash, (b) such rights are finally determined pursuant to Section 13.7 of this Agreement or (c) the Termination Date. Any uncontested portion of a claim will be resolved as set forth in Section 5.1 above. The Escrow Agent may rely on any arbitration ruling in accordance with Section 13.7 hereof or on the final order or other final determination of any such court. If any such arbitrator or court shall determine that any or all of the Escrow Shares are to be delivered to GoAmerica, the Escrow Agent shall, within fifteen (15) days following receipt of a copy of such final determination, deliver to GoAmerica the number of Escrow Shares having a cash value equal (determined as provided in Section 5.3) to the sum of the amount of the claim for Indemnifiable Losses as to which the arbitrator or the court has finally determined that any of the GoAmerica Indemnitees is entitled to indemnity under the Purchase Agreement. All other expenses of such litigation or arbitration, including reasonable attorney's fees, will be paid by the losing party and the court or the arbitrator will be authorized to make such determination. 5.3. For purposes of establishing the number of Escrow Shares to be delivered to GoAmerica, set aside in respect of any Set Aside Amount pursuant to this Section 5 or retained in respect of any pending claims for which damages cannot be quantified pursuant to Section 6, the cash value of each share of GoAmerica's Common Stock shall be equal to the average closing prices per share of GoAmerica's Common Stock as reported on the Nasdaq National Market (or such other exchange or quotation system upon which GoAmerica is then traded) during the ten (10) trading days ending three (3) days prior to (i) the date of the delivery of the Escrow Shares to GoAmerica, if delivered pursuant to Section 5.1, or (ii) the date on which the Escrow Agent sets aside or retains all or a portion of the Escrow Shares pursuant to Section 5.2 or Section 6. GoAmerica and Flash shall send notice to the Escrow Agent specifying the number of shares to be delivered or set aside in accordance with this Section 5.3.

Distribution Events. 5.1. At any time or times prior to the termination hereofdate that is thirteen (13) months from the closing date, GoAmerica may make claims against the Escrow Shares for amounts due for indemnification under the Purchase Merger Agreement. If, after final determination of liability liability, on a claim (the exact date of such final determination to be the "Claim Date") in accordance with the procedures set forth in Section 8.2 6.2 of the Purchase Merger Agreement, any of the GoAmerica Indemnitees shall have any claim of indemnification for Indemnifiable Losses pursuant to the Purchase Merger Agreement, GoAmerica shall promptly (a) give formal written notice thereof to Flash the Shareholder Representative and the Escrow Agent, which notice shall include the aggregate dollar amount of the Indemnifiable Losses and a brief description of the facts upon which the claim is based, and (b) provide the Escrow Agent and Flash the Shareholder Representative with a calculation pursuant to Section 5.3 hereof. Subject to the following provisions of this Section 5, the Escrow Agent shall, not less than fifteen twenty (1520) business days but within twenty twenty-five (2025) business days following delivery of such notice, deliver to GoAmerica in accordance with Section 5.3 hereof the number of Escrow Shares having an aggregate cash value (as determined in accordance with Section 5.3 hereof) equal to the amount of such Indemnifiable Losses. To the extent that the value of the Escrow Shares so determined represented by stock certificates so delivered exceeds the cash value of the Indemnifiable Losses, GoAmerica shall promptly deliver to the Escrow Agent stock certificates for the balance of the Escrow Shares, which shall be held pursuant to this Agreement. 5.2. If Flash the Shareholder Representative shall, in good faith, notify the Escrow Agent in writing of any objections or disputes with respect to a claim for indemnification within fifteen twenty (1520) business days following delivery of notice of a claim for indemnity pursuant to Section 5.1 hereof, then the Escrow Agent shall instead set aside such Escrow Shares (the "Set Aside Amount") until (a) Flash the Shareholder Representative and GoAmerica have agreed upon the rights of GoAmerica, any of the GoAmerica Indemnitees seeking indemnification and Flash the Shareholders with respect thereto and have notified the Escrow Agent of such an agreement in writing signed by GoAmerica and Flash, the Shareholder Representative or (b) such rights are finally determined pursuant to Section 13.7 of this Agreement or (c) the Termination Date. Any uncontested portion of a claim will be resolved as set forth in Section 5.1 above. The Escrow Agent may rely on any arbitration ruling in accordance with Section 13.7 hereof or on the final order or other final determination of any such court. If any such arbitrator or court shall determine that any or all of the Escrow Shares are to be delivered to GoAmerica, the Escrow Agent shall, within fifteen (15) days following receipt of a copy of such final determination, deliver to GoAmerica the number of Escrow Shares having a cash value equal (determined as provided in Section 5.3) to the sum of the amount of the claim for Indemnifiable Losses as to which the arbitrator or the court has finally determined that any of the GoAmerica Indemnitees is entitled to indemnity under the Purchase Agreement. All other expenses of such litigation or arbitration, including reasonable attorney's fees, will be paid by the losing party and the court or the arbitrator will be authorized to make such determination. 5.3. For purposes of establishing the number of Escrow Shares to be delivered to GoAmerica, set aside in respect of any Set Aside Amount pursuant to this Section 5 or retained in respect of any pending claims for which damages cannot be quantified pursuant to Section 6, the cash value of each share of GoAmerica's Common Stock shall be equal to the average closing prices per share of GoAmerica's Common Stock as reported on the Nasdaq National Market (or such other exchange or quotation system upon which GoAmerica is then traded) during the ten (10) trading days ending three (3) days prior to (i) the date of the delivery of the Escrow Shares to GoAmerica, if delivered pursuant to Section 5.1, or (ii) the date on which the Escrow Agent sets aside or retains all or a portion of the Escrow Shares pursuant to Section 5.2 or Section 6. GoAmerica and Flash shall send notice to the Escrow Agent specifying the number of shares to be delivered or set aside in accordance with this Section 5.3.Section

Distribution Events. 5.1. At any time or times prior to the termination first anniversary of the date hereof, GoAmerica GOAM may make claims against the Escrow Shares for amounts due for indemnification under the Purchase Merger Agreement. If, after final determination of liability on a claim in accordance with the procedures set forth in Section 8.2 6.2 of the Purchase Merger Agreement, any of the GoAmerica GOAM Indemnitees shall have any claim of indemnification for Indemnifiable Losses pursuant to the Purchase Merger Agreement, GoAmerica GOAM shall promptly (a) give formal written notice thereof to Flash the Stockholder Representative and the Escrow Agent, which notice shall include the aggregate dollar amount of the Indemnifiable Losses and a brief description of the facts upon which the claim is based, and (b) provide the Escrow Agent and Flash the Stockholder Representative with a calculation pursuant to Section 5.3 hereof. Subject to the following provisions of this Section 5, the Escrow Agent shall, not less than fifteen (15) business days but within twenty (20) business days following delivery of such notice, deliver to GoAmerica GOAM in accordance with Section 5.3 hereof the number of Escrow Shares having an aggregate cash value (as determined in accordance with Section 5.3 hereof) equal to the amount of such Indemnifiable Losses. To the extent that the value of the Escrow Shares so determined represented by stock certificates so delivered exceeds the cash value of the Indemnifiable Losses, GoAmerica GOAM shall promptly deliver to the Escrow Agent stock certificates for the balance of the Escrow Shares, which shall be held pursuant to this Agreement. 5.2. If Flash the Stockholder Representative shall, in good faith, notify the Escrow Agent in writing of any objections or disputes with respect to a claim for indemnification within fifteen (15) business days following delivery of notice of a claim for indemnity pursuant to Section 5.1 hereof, then the Escrow Agent shall instead set aside such Escrow Shares (the "Set Aside Amount") until (a) Flash the Stockholder Representative and GoAmerica GOAM have agreed upon the rights of GoAmericaGOAM, any of the GoAmerica GOAM Indemnitees seeking indemnification and Flash the Stockholders with respect thereto and have notified the Escrow Agent of such an agreement in writing signed by GoAmerica GOAM and Flashthe Stockholder Representative, (b) such rights are finally determined pursuant to Section 13.7 14.6 of this Agreement or (c) the Termination Date. Any uncontested portion of a claim will be resolved as set forth in Section 5.1 above. The Escrow Agent may rely on any arbitration ruling in accordance with Section 13.7 14.6 hereof or on the final order or other final determination of any such court. If any such arbitrator or court shall determine that any or all of the Escrow Shares are to be delivered to GoAmericaGOAM, the Escrow Agent shall, within fifteen (15) days following receipt of a copy of such final determination, deliver to GoAmerica GOAM the number of Escrow Shares having a cash value equal (determined as provided in Section 5.3) to the sum of the amount of the claim for Indemnifiable Losses as to which the arbitrator or the court has finally determined that any of the GoAmerica GOAM Indemnitees is entitled to indemnity under the Purchase Merger Agreement. All other expenses of such litigation or arbitration, including reasonable attorney's fees, will be paid by the losing party and the court or the arbitrator will be authorized to make such determination. 5.3. For purposes of establishing the number of Escrow Shares to be delivered to GoAmerica, GOAM or set aside in respect of any Set Aside Amount pursuant to this Section 5 or retained in respect of any pending claims for which damages cannot be quantified pursuant to Section 65, the cash value of each share of GoAmerica's GOAM Common Stock shall be equal to the average closing prices per share of GoAmericaGOAM's Common Stock as reported on the Nasdaq National Market (or such other exchange or quotation system upon which GoAmerica GOAM is then traded) during the ten (10) trading days ending three (3) days prior to (i) the date of the delivery of the Escrow Shares to GoAmerica, if delivered pursuant to Section 5.1, or (ii) the date on which the Escrow Agent sets aside or retains all or a portion of the Escrow Shares pursuant to Section 5.2 or Section 6. GoAmerica and Flash shall send notice to the Escrow Agent specifying the number of shares to be delivered or set aside in accordance with this Section 5.3Closing Date.