Common use of Claims Upon Escrow Fund Clause in Contracts

Claims Upon Escrow Fund. Subject to the procedures set forth in Section 7.6: (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer of the Buyer (an "Officer's Certificate"): (i) stating that with respect to the indemnification obligations of Company Stockholders, Damages exist in an aggregate amount greater than $75,000, and (ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent shall, subject to the provisions of this Article VII, deliver to the Buyer out of the Escrow Fund, as promptly as practicable, Buyer Common Stock or other assets held in the Escrow Fund having a value equal to such Damages with respect to the indemnification obligations of Company Stockholders set forth in Section 7.1. The Escrow Agent shall use the Escrow Fund first to satisfy any Damages arising from claims other than the Intellectual Property Claims and any remainder in the Escrow Fund shall then be used to satisfy the Intellectual Property Claims to the extent possible. (b) For the purpose of compensating the Buyer for its Damages pursuant to this Agreement, Buyer Common Stock in the Escrow Fund shall be valued at the Buyer Share Market Value as of the date of the Officer's Certificate delivered to the Escrow Agent.

Claims Upon Escrow Fund. Subject to the procedures set forth in Section 7.6: (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer of the Buyer (an "Officer's Certificate"): (i) stating that with respect to the indemnification obligations of Company Stockholders, Damages exist in an aggregate amount greater than $75,000250,000, (which aggregate amount cannot include any individual Damage items of $10,000 or less), and (ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent shall, subject to the provisions of this Article VII, deliver to the Buyer out of the Escrow Fund, as promptly as practicable, Buyer Common Stock or other assets held in the Escrow Fund having a value determined in accordance with Section 7.5(b) of this Agreement equal to such Damages with respect to the indemnification obligations of Company Stockholders set forth in Section 7.1. The Escrow Agent shall use will not release any portion of the Escrow Fund first to satisfy any Damages arising from claims other than the Intellectual Property Claims and any remainder Buyer pursuant to an Officer's Certificate until such claim has been resolved or is uncontested in the Escrow Fund shall then be used to satisfy the Intellectual Property Claims to the extent possibleaccordance with Section 7.6 below. (b) For the purpose of compensating the Buyer for its Damages pursuant to this Agreement, Buyer Common Stock in the Escrow Fund shall be valued at the Buyer Escrow Share Market Value as of the date of the Officer's Certificate delivered to the Escrow AgentValue.

Claims Upon Escrow Fund. Subject to the procedures set forth in Section 7.6: (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period Release Date of a certificate signed by any officer the Chief Executive Officer, President or Chief Financial Officer of the Buyer Acquiror (an "Officer's Certificate"): (i) stating that with respect to the indemnification obligations of Company Stockholdersthe Shareholder Indemnitors in Section 8.2, Damages exist in an aggregate amount greater than $75,000, and (ii) and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent shall, subject to the provisions of this Article VIISection 8, deliver to the Buyer Acquiror out of the Escrow Fund, as promptly as practicablepracticable after the claim is determined to be undisputed or any dispute concerning the claim is resolved as set forth in this Section 8, Buyer Acquiror Common Stock Stock, cash or other assets held in the Escrow Fund having a value equal to such Damages with respect to the indemnification obligations of Company Stockholders set forth in Section 7.1Damages. The Escrow Agent shall use the Escrow Fund first to satisfy any Damages arising from claims other than the Intellectual Property Claims and any remainder in the Escrow Fund shall then be used to satisfy the Intellectual Property Claims to the extent possible. (b) For the purpose of compensating the Buyer Acquiror for its Damages pursuant to this Agreement, Buyer the Acquiror Common Stock in the Escrow Fund shall be valued at the Buyer Share Closing Market Value as Price and payments and distributions out of the date Escrow shall be, to the maximum extent possible, in the same ratio of cash and value of shares of Acquiror Common Stock, as the Officer's Certificate delivered ratio of total cash contributed to the Escrow Agentbears to the total value of Acquiror Common Stock contributed to the Escrow.

Claims Upon Escrow Fund. Subject to the procedures provisions set forth in Section 7.6: (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer of the Buyer (an "Officer's Certificate"): (i) stating that with respect to the indemnification obligations of Company StockholdersShareholders, Damages exist in an aggregate amount equal to or greater than $75,000, 1,000,000 (which aggregate amount cannot include any individual Damage items of $25,000 or less); and (ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent shall, subject to the provisions of this Article VII, deliver to the Buyer out of the Escrow Fund, as promptly as practicable, Buyer Common Stock or other assets held in the Escrow Fund having a value determined in accordance with Section 7.5(b) of this Agreement equal to such Damages with respect to the indemnification obligations of Company Stockholders Shareholders set forth in Section 7.1. The Escrow Agent shall use will not release any portion of the Escrow Fund first to satisfy any Damages arising from claims other than the Intellectual Property Claims and any remainder Buyer pursuant to an Officer's Certificate until such claim has been resolved or is uncontested in the Escrow Fund shall then be used to satisfy the Intellectual Property Claims to the extent possibleaccordance with Section 7.6 below. (b) For the purpose of compensating the Buyer for its Damages pursuant to this Agreement, Buyer Common Stock in the Escrow Fund shall be valued at the Buyer Escrow Share Market Value as of the date of the Officer's Certificate delivered to the Escrow AgentValue.

Claims Upon Escrow Fund. Subject to the procedures set forth in Section 7.6: (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period Termination Date of a certificate signed by any officer of the Buyer Acquiror (an "“Officer's ’s Certificate"): (i”) stating that Damages exist with respect to the indemnification obligations of Company StockholdersTarget and the Shareholders set forth in Section 9.2, and that a claim for such Damages exist has been made in an aggregate amount greater than $75,000accordance with Section 9.2 hereof prior to the Termination Date, and (ii) and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty warranty, covenant or claim to which such item is related, the Escrow Agent shall, subject to the provisions of this Article VIISection 9, deliver to the Buyer Acquiror out of the Escrow Fund, as promptly as practicable, Buyer Acquiror Common Stock or other assets held in the Escrow Fund having a value equal to such Damages Damages. The form of the Merger Consideration paid to Acquiror in connection with respect to the indemnification obligations of Company Stockholders set forth such Damages shall be in Section 7.1. The Escrow Agent shall use the same proportion as paid into the Escrow Fund first to satisfy any Damages arising from claims other than the Intellectual Property Claims and any remainder in the Escrow Fund shall then be used to satisfy the Intellectual Property Claims to the extent possible. (b) Fund. For the purpose of compensating the Buyer Acquiror for its Damages pursuant to this Agreement, Buyer the Acquiror Common Stock in the Escrow Fund shall be valued at the Buyer Share Market Value Average Closing Price as determined as of the date execution and delivery of the Officer's Certificate delivered to the Escrow Agentthis Agreement.

Claims Upon Escrow Fund. Subject to the procedures set forth in Section 7.6: (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer of the Buyer (an "Officer's Certificate"): (i) stating that with respect to the indemnification obligations of Company Stockholders, Damages exist in an aggregate amount greater than $75,000, and (ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty or claim to Indemnifiable Item which such item is related, the Escrow Agent shall, subject to the provisions of this Article VIISection 6.4 hereof, deliver to the Buyer out of the Escrow Fund, as promptly as practicable, Buyer Common New Stock or other assets held in the Escrow Fund having a value equal to such Damages with respect to Damages, provided that at the indemnification obligations option of Company Stockholders set forth in Section 7.1. The Buyer, the Escrow Agent shall use be authorized to either (x) sell in compliance with applicable federal and state securities laws such number of shares of the Escrow Fund first to satisfy any Damages arising from claims other than the Intellectual Property Claims and any remainder New Stock in the Escrow Fund shall then be used to satisfy the Intellectual Property Claims with a value equal to the extent possibleamount of the Damages or (y) deliver to Buyer the number of shares of New Stock in the Escrow Fund with a value equal to the amount of the Damages. (b) For the purpose of compensating the Buyer for its Damages pursuant to this Agreementfrom the Escrow Fund, Buyer Common the New Stock in the Escrow Fund shall be valued as follows: (i) The Escrow Shares sold in a transaction that is not executed through a broker in the public market shall be valued at the Buyer Share Market Value as net proceeds of such sale multiplied by the number of shares of the date of the Officer's Certificate delivered to the Escrow Agent.Shares

Claims Upon Escrow Fund. Subject to the procedures set forth in Section 7.6: (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer the Chief Executive Officer, the President, the Chief Financial Officer or the General Counsel of the Buyer Parent (an "Officer's Certificate"):): --------------------- (i) stating that either (A) Damages exist as a result of a breach of the Company's covenants set forth in Section 6.12(b) or 12.1 or (B) Damages exist or, in respect of unsatisfied or unresolved claims or threatened claims with respect to the indemnification obligations facts and circumstances existing prior to expiration of Company Stockholdersthe Escrow Period, Damages could exist in an aggregate amount greater than $75,000350,000, and (ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was suffered, incurred or paid, or properly accrued or arosearose (in the case of a resolved claim), the nature of the misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent shall, subject to the provisions of this Article VIISection 11.5 hereof, deliver to the Buyer Parent out of the Escrow Fund, as promptly as practicable, Buyer Common Stock or other assets held in the Escrow Fund having a Shares whose value is equal to such Damages with respect to the indemnification obligations amount of Company Stockholders set forth in Section 7.1. The Escrow Agent shall use the Escrow Fund first to satisfy any Damages arising from claims other than the Intellectual Property Claims and any remainder in the Escrow Fund shall then be used to satisfy the Intellectual Property Claims to the extent possibleDamage. (b) For the purpose of compensating the Buyer Parent for its Damages pursuant to this AgreementArticle 11, Buyer the Exchangeable Shares and Parent Common Stock Shares in the Escrow Fund shall be valued at the Buyer Share Market Value as of the date of the Officer's Certificate delivered a price per share equal to the Escrow Agentquotient equal to closing price reported by The Nasdaq National Market for one Parent Common Share on the Closing Date.

Claims Upon Escrow Fund. Subject to the procedures set forth in Section 7.6: (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period Release Date of a certificate signed by any officer of the Buyer Acquiror (an "Officer's Certificate"): (i) stating that Damages exist with respect to the indemnification obligations of Company Stockholdersthe shareholders of REBA set forth in Section 8.2, Damages exist in an aggregate amount greater than $75,000, and (ii) and specifying in reasonable detail the individual xxxividual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty warranty, covenant or claim to which such item is related, the Escrow Agent shall, subject to the provisions of this Article VIISection 8 and the Escrow Agreement, deliver to the Buyer Acquiror out of the Escrow Fund, as promptly as practicable, Buyer Acquiror Common Stock or other assets held in the Escrow Fund having a value equal to such Damages with respect to the indemnification obligations of Company Stockholders set forth in Section 7.1Damages. The Escrow Agent shall use the Escrow Fund first to satisfy any Damages arising from claims other than the Intellectual Property Claims and any remainder in the Escrow Fund shall then be used to satisfy the Intellectual Property Claims to the extent possible. (b) For the purpose of compensating the Buyer Acquiror for its Damages pursuant to this Agreement, Buyer the Acquiror Common Stock in the Escrow Fund shall be valued at the Buyer Share average of the closing prices of Acquiror Common Stock as reported on the Nasdaq National Market Value as of (or other exchange or quotation service) during the twenty trading days ending one day prior to the date of receipt by the Escrow Agent of an Officer's Certificate delivered to Certificate; provided, however, that such value shall not be less than fifty percent of the Escrow AgentAverage Closing Price.

Claims Upon Escrow Fund. Subject to the procedures set forth in Section 7.6: (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of the Buyer Parent (an "Officer's Certificate"): ): (iA) stating that with respect Parent has paid or properly accrued or reasonably anticipates that it will have to the indemnification obligations of Company Stockholderspay or accrue Losses, Damages exist in an aggregate amount greater than $75,000, and and (iiB) specifying in reasonable detail the individual items of such Damages Losses included in the amount so stated, the date each such item was paidpaid or properly accrued, or properly accrued or arosethe basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or claim covenant to which such item is related, the Escrow Agent shall, subject to the provisions of this Article VIISection 7.2(f) hereof and to any written notice it may have received from Parent setting forth restrictions on transfer imposed by the Dutch Civil Code and Parent's Articles of Association, deliver on which written notice the Escrow Agent may rely without inquiry and with which, to the Buyer extent reasonably practicable, the Escrow Agent shall comply, cause the transfer agent of Parent Company Stock to transfer to Parent out of the Escrow Fund, as promptly as practicable, Buyer shares of Parent Common Stock or other assets Shares held in the Escrow Fund having a value in an amount equal to such Damages with respect Losses. (ii) For the purposes of determining the number of shares of Parent Common Shares to the indemnification obligations be delivered to Parent out of Company Stockholders set forth in Section 7.1. The Escrow Agent shall use the Escrow Fund first to satisfy any Damages arising from claims other than the Intellectual Property Claims and any remainder in the Escrow Fund shall then be used to satisfy the Intellectual Property Claims to the extent possible. (b) For the purpose of compensating the Buyer for its Damages pursuant to this AgreementSection 7.2(e)(i) hereof, Buyer the shares of Parent Common Stock in the Escrow Fund Shares shall be valued at the Buyer Share Market Value average closing price of Parent's Common Stock for the ten (10) consecutive trading days ending on the trading day immediately prior to the Closing Date, as of reported on the date of Nasdaq National Market. Parent and the Officer's Certificate delivered Securityholder Agent shall certify such fair market value in a certificate signed by both Parent and the Securityholder Agent, and shall deliver such certificate to the Escrow Agent, who may rely on it without inquiry.

Claims Upon Escrow Fund. Subject to the procedures set forth in Section 7.6: (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of the Buyer Acquiror (an "Officer's Certificate"): ): (iA) stating that with respect Acquiror has paid or properly accrued or reasonably anticipates that it will have to the indemnification obligations of Company Stockholderspay or accrue Damages, Damages exist in an aggregate amount greater than $75,000, and and (iiB) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paidpaid or properly accrued, or properly accrued or arosethe basis for such anticipated Liability, and the nature of the misrepresentation, breach of warranty or claim covenant to which such item is related, the Escrow Agent shall, subject to the provisions of this Article VIISection 7.2(e) hereof, deliver to the Buyer Acquiror out of the Escrow Fund, as promptly as practicable, Buyer shares of Acquiror Common Stock or other assets held in the Escrow Fund having a value value, determined in accordance with Section 7.2(d)(ii), equal to the amount of such Damages with respect Damages. (ii) For the purposes of determining the number of shares of Acquiror Common Stock to the indemnification obligations be delivered to Acquiror out of Company Stockholders set forth in Section 7.1. The Escrow Agent shall use the Escrow Fund first to satisfy any Damages arising from claims other than the Intellectual Property Claims and any remainder in the Escrow Fund shall then be used to satisfy the Intellectual Property Claims to the extent possible. (b) For the purpose of compensating the Buyer for its Damages pursuant to this AgreementSection 7.2(d)(i) hereof, Buyer the shares of Acquiror Common Stock in the Escrow Fund shall be valued at the Buyer Share Market Value as of the date of the Average Stock Price. Acquiror shall certify such value in an Officer's Certificate delivered and shall deliver such Officer's Certificate to the Escrow Agent and the Securityholder Agent.

Claims Upon Escrow Fund. Subject to the procedures set forth in Section 7.6: (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of the Buyer Parent (an "Officer's Certificate"): ): (iA) stating that with respect Parent has paid or properly ---------------------- accrued or reasonably anticipates that it will have to the indemnification obligations of Company Stockholderspay or accrue Damages, Damages exist in an aggregate amount greater than $75,000, and and (iiB) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paidpaid or properly accrued, or properly accrued or arosethe basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or claim covenant to which such item is related, the Escrow Agent shall, subject to the provisions of this Article VIISection 7.2(f) hereof, deliver to the Buyer Parent out of the Escrow Fund, as promptly as practicable, Buyer Common Stock or other assets the Indemnification Shares held in the Escrow Fund having a value in an amount equal to such Damages with respect Damages. (ii) For the purposes of determining the number of shares of Parent Common Stock to the indemnification obligations be delivered to Parent out of Company Stockholders set forth in Section 7.1. The Escrow Agent shall use the Escrow Fund first to satisfy any Damages arising from claims other than the Intellectual Property Claims and any remainder in the Escrow Fund shall then be used to satisfy the Intellectual Property Claims to the extent possible. (b) For the purpose of compensating the Buyer for its Damages pursuant to this AgreementSection 7.2(e)(i) hereof, Buyer Common the Indemnification Shares and the Contingent Stock in the Escrow Fund shall be valued at the Buyer Share Market Value as Anniversary Stock Price. (iii) Upon receipt by the Escrow Agent at any time on or before the last day of the date Escrow Period of the an Officer's Certificate delivered to that Parent has not received from the Company an Amendment duly executed by all of the parties thereto, the Escrow AgentAgent shall, subject to Section 7.2(f) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, all of the IP Shares.