Common use of Claims Upon Escrow Fund Clause in Contracts

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in an amount equal to such Losses.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Cobalt Networks Inc)

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Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(e7.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in an amount equal to such Losses.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Socket Communications Inc)

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's ’s Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(eSections 7.2(b) and 7.2(f) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in practicable an amount equal to such Losses.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cypress Semiconductor Corp /De/)

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(e) 7.2 hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in an amount equal to such Losses.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(eSubsection (f) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock cash held in the Escrow Fund in an aggregate amount equal to such Losses.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PMC Sierra Inc)

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's ’s Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, Losses and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(e) hereof7.3(e), deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund Fun d in an amount equal to such Losses.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Inktomi Corp)

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's ’s Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(e7.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in an amount equal to such Losses.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's ’s Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(eSections 7.2(b) and 7.2(f) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in practicable an amount equal to such Losses.. (f)

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

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Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or --------------------- properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(e7.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in an amount equal to such Losses.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Summit Design Inc)

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): ) (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in an amount equal to such Losses.

Appears in 1 contract

Samples: Employment Continuation Agreement (Sanctuary Woods Multimedia Corp)

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, ; and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in an amount equal to such Losses.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zapworld Com)

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date last day of the Escrow Period of a certificate signed by any officer of Parent C1 (an "Officer's Certificate"): (A) stating that Parent C1 has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentationmisrepresentations, breach of warranty or covenant to which such item items is related, the Escrow Agent shall, subject to the provisions of Section 8.2(e) hereof7.4(e), deliver to Parent C1 out of the Escrow Fund, Fund as promptly as practicable, shares of Parent C1 Common Stock held in the Escrow Fund in an amount equal to such Losses.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Commerce One Inc)

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued --------------------- or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in an amount equal to such Losses.

Appears in 1 contract

Samples: Affiliate Agreement (Inktomi Corp)

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