Nautilus 2006 Annual Report Download - page 179

Representative gives notice to Nautilus and the Escrow Agent disputing any Claim (a “Counter Notice”) within thirty
(30) days following receipt by the Escrow Agent of the Notice regarding such Claim, such Claim shall be resolved as
provided in clause (2) of this Section 3(a) below. If no Counter Notice is received by Escrow Agent within such thirty-day
(30-
day) period, then the dollar amount of damages claimed by Nautilus as set forth in its Notice shall be deemed established
for purposes of this Agreement and the Purchase Agreement and, at the end of such thirty-day (30-day) period the Escrow
Agent shall pay to Nautilus the dollar amount claimed in the Notice from (and only to the extent of) the Escrow Property.
The Escrow Agent shall not inquire into or consider whether a Claim complies with the requirements of the Purchase
Agreement.
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(2) If a Counter Notice is given with respect to a Claim, the Escrow Agent shall make payment with respect thereto only in
accordance with (i) joint written instructions of Nautilus and the Representative or (ii) a final and non-appealable arbitration
award or judgment obtained in accordance with the arbitration provisions of the Purchase Agreement. Any arbitration award
or judgment shall be accompanied by a certificate from the arbitrator to the effect that the arbitral award or judgment is non-
appealable. The Escrow Agent shall act on such arbitration award or judgment and legal opinion without further question.
(b) Release on Joint Instruction of Nautilus and the Representative . Nautilus and the Representative may from time to time jointly
instruct the Escrow Agent in writing to release any or all of the Escrow Property to a person or persons designated by them.
(c) Release of Escrow Property. Following the (*)-month anniversary of the Closing Date, the Escrow Agent shall distribute to the
Representative any Escrow Property then on deposit that is in excess of the sum of (i) (*) and (ii) the amount of any Claim as to
which Notice has been delivered pursuant to Section 3(a) above on or prior to such (*)-month anniversary and the Claim in respect
of such Notice is still outstanding or subject to a Counter Notice (such sum the “Retained Escrow Property”). The Escrow Agent
shall continue to hold the Retained Escrow Property for the remainder of the Term (as defined below and, subject to the proviso of
Section 4 of this Agreement, at the conclusion of the Term, the Escrow Agent shall pay to the Representative any amount of
Retained Escrow Property then on deposit.
4. Term and Termination . This Agreement shall continue in full force and effect until the earlier of (i) the payment or delivery of the
entire Escrow Property, and (ii) the date that is the (*)-month anniversary of the date of the Closing Date (the “Term”)
and thereafter shall
automatically terminate;
provided
,
however
, that in the event a Notice
(*) Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.