Common use of Notice To Withhold on Expiration Date; Distribution Following Expiration Date Clause in Contracts

Notice To Withhold on Expiration Date; Distribution Following Expiration Date. (a) On or prior to the Expiration Date, Parent shall notify the Escrow Agent and the Representative of the amount, if any, to be retained after the Expiration Date on account of Indemnity Claims with respect to which Parent has given the notice specified in Section 3.01 hereof which are not, at such time, absolute as to liability or liquidated as to amount, such notice to contain the information specified in Section 3.01 to the extent it requires supplementation or change based on Parent's then knowledge, whereupon the Escrow Agent shall retain Escrow Shares having a value (determined in accordance with Section 3.02 hereof) equal to the amount set forth in the notice given by Parent pursuant to this Section 3.06(a) (plus the value of all shares held in the Escrow Fund which constitute, or arose in respect of, dividends and distributions on such Escrow Shares). In the event Parent does not timely provide the notice required by this Section 3.06 (a) all remaining property held in the Escrow Fund shall be distributed by the Escrow Agent to the Principal Shareholders promptly after the Expiration Date. (b) As soon as practicable following the Expiration Date, such number of Escrow Shares (including any fractional shares) and such other property as shall remain in the Escrow Fund, less all Escrow Shares required by Parent to be retained in the Escrow Fund pursuant to notice given under clause (a) of this Section 3.06, shall be released from the provisions of this Agreement, submitted by the Escrow Agent to Parent's transfer agent for transfer, and, upon return, distributed promptly by the Escrow Agent to the Principal Shareholders, in the proportions indicated on Schedule 2.04, by first class mail or expedited courier service to each Principal Shareholder at the address indicated on such Schedule, or such other address as shall have been specified in a written notice to the Escrow Agent from the relevant Principal Shareholder or the Representative, with any cash amounts paid in the form of a check issued by and drawn on the Escrow Agent.

Notice To Withhold on Expiration Date; Distribution Following Expiration Date. (a) On or prior to the Expiration Date, Parent shall notify the Escrow Agent and the Representative of the amount, if any, to be retained after the Expiration Date on account of Indemnity Claims with respect to which Parent has given the notice specified in Section 3.01 hereof which are not, at such time, absolute as to liability or liquidated as to amount, such notice to contain the information specified in Section 3.01 to the extent it requires supplementation or change based on Parent's then knowledge, whereupon the Escrow Agent shall retain Escrow Shares having a value (determined in accordance with Section 3.02 hereof) equal to the amount set forth in the notice given by Parent pursuant to this Section 3.06(a) (plus the value of all shares held in the Escrow Fund which constitute, or arose in respect of, dividends and distributions on such Escrow Shares); provided, however, that such amount shall not exceed the sum (without duplication) of (x) the aggregate amount of all unresolved Contested Amounts, (y) the aggregate amount of all Indemnity Claims that are not Contested Amounts but have not been satisfied pursuant to Section 3.02 and (z) the aggregate amount of all Indemnity Claims not disputed by the Representative but as to which the 20 business day period provided in Section 3.02 has not then elapsed. In the event Parent does not timely provide the notice required by this Section 3.06 (a3.06(a) all remaining property held in the Escrow Fund shall be distributed by the Escrow Agent to the Principal Shareholders Stockholders promptly after the Expiration Date. (b) As soon as practicable following the Expiration Date, such number of Escrow Shares (including any fractional shares) and such other property as shall remain in the Escrow Fund, less all Escrow Shares required by Parent to be retained in the Escrow Fund pursuant to notice given under clause (a) of this Section 3.06, shall be released from the provisions of this Agreement, submitted by the Escrow Agent to Parent's transfer agent for transfer, and, upon return, distributed promptly by the Escrow Agent to the Principal ShareholdersStockholders, in the proportions indicated on Schedule 2.04, by first class mail or expedited courier service to each Principal Shareholder Stockholder at the address indicated on such Schedule, or such other address as shall have been specified in a written notice to the Escrow Agent from the relevant Principal Shareholder Stockholder or the Representative, with any cash amounts paid in the form of a check issued by and drawn on the Escrow Agent.