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 last day of the Escrow Period of a certificate signed by any officer of Buyer or Buyer Parent (an "Officer's Certificate"): (A) stating that Buyer or Buyer Parent or another Buyer Indemnitee has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any Indefinable Matter, 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 Indefinable Matter to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(f), deliver to Buyer out of the Escrow Fund, as promptly as practicable, an amount of Buyer Parent common stock held in the Escrow Fund equal to such Losses. Where the basis for a claim upon the Escrow Fund by the Buyer is that Buyer reasonably anticipates that it will pay or accrue Losses, no payment will be made from the Escrow Fund for such Losses unless and until such Losses are actually paid or accrued.

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer or Buyer Parent (an "Officer's Certificate"): (A) stating that Buyer or Buyer Parent (or another Buyer Indemnitee Parent Indemnitee) has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any Indefinable Matterinaccuracy or breach of any representation, and warranty, covenant or agreement of the Company contained herein or in any instrument delivered pursuant to this Agreement, (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 Indefinable Matter misrepresentation, breach of warranty, agreement or covenant to which such item is related, the Escrow Depositary Agent shall, subject to the provisions of Section 8.2(f)7.2(f) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable, an amount shares of Buyer Parent common stock Common Stock held in the Escrow Fund in an amount equal to such Losses, and (C) subject to Parent's rights under Section 7.2(c), specifying whether such Losses should be settled against the General Escrow Amount or the IP Escrow Amount. Where the basis for a claim upon the Escrow Fund by the Buyer Parent is that Buyer Parent reasonably anticipates that it will pay or accrue Lossesa Loss, no payment will be made from the Escrow Fund for such Losses Loss unless and until such Losses are Loss is actually paid or accrued.

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer or Buyer Parent Acquiror (an "Officer's CertificateOFFICER'S CERTIFICATE"): (A) stating that Buyer or Buyer Parent or another Buyer Indemnitee Acquiror has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any Indefinable Matterfor which Acquiror is entitled to indemnification pursuant to Section 7.2(b), and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, and the date each such item was paid or properly accrued, or an estimate of the amount (and the basis therefor) for such any anticipated liabilityLosses, and (C) the nature of the Indefinable Matter to Losses and the clause in Section 7.2(b) under which indemnification for each such item Loss is relatedavailable, the Escrow Depositary Agent shall, subject to the provisions of Section 8.2(f)7.2(f) hereof, deliver to Buyer Acquiror out of the Escrow Fund, as promptly as practicable, an amount shares of Buyer Parent common stock Acquiror Common Stock held in the Escrow Fund in an amount equal to such Losses. Where the basis for a claim upon the Escrow Fund by the Buyer Acquiror is that Buyer Acquiror reasonably anticipates that it will pay or accrue Lossesa Loss, no payment will be made from the Escrow Fund for such Losses Loss unless and until such Losses are Loss is actually paid or accrued.

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period Expiration Date of a certificate signed by any executive officer of Buyer or Buyer Parent (an "Officer's Certificate"): (A) stating that Buyer or Buyer Parent or another Buyer Indemnitee has paid or properly --------------------- accrued or reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any Indefinable Matter, 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 Indefinable Matter misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(f)8.2(e) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable, an amount shares of Buyer Parent common stock Common Stock held in the Escrow Fund in an amount equal to such Losses. Where the basis for ; provided, however, that no shares of Parent Common Stock shall be delivered to Parent as a result of a claim based upon an accrual or upon a substantial likelihood of having to incur, pay or accrue Losses until such time as Parent has actually incurred or paid Losses. All shares of Parent Common Stock subject to such claims shall remain in the Escrow Fund by the Buyer is that Buyer reasonably anticipates that it will pay or accrue Losses, no payment will be made from the Escrow Fund for such Losses unless and until such Losses are actually incurred or paid or accruedthe Parent determines in its reasonably good faith judgment that no Losses will be required to be incurred or paid (in which event such shares shall be distributed to the former Company Stockholders in accordance with Section 8.2(b)).

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent and the Stockholder Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer or Buyer Parent Acquirer in good faith (an "“Officer's ’s Certificate"”): (A) stating that Buyer or Buyer Parent Acquirer or another Buyer Acquirer Indemnitee has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any Indefinable MatterLosses and the amount thereof, 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 Indefinable Matter misrepresenta-tion, breach of warranty, agreement or covenant to which such item is relatedrelated and the relevant section number of this Agreement, the Escrow Agent shall, subject to the provisions of Section 8.2(f7.2(f), deliver to Buyer Acquirer out of the Escrow Fund, as promptly as practicable, an amount of Buyer Parent common stock cash held in the Escrow Fund in an amount equal to such Losses. Where the basis for a claim upon the Escrow Fund by the Buyer Acquirer is that Buyer Acquirer reasonably anticipates that it will pay or accrue Lossesa Loss, no payment will be made from the Escrow Fund for such Losses Loss unless and until such Losses are Loss is actually paid or accruedand a further Officer’s Certificate with respect thereto is delivered to the Escrow Agent and the Stockholder Agent hereunder.

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer or Buyer Parent Broadcom (an "Officer's Certificate"): (A) stating that Buyer or Buyer Parent Broadcom or another Buyer Broadcom Indemnitee has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any Indefinable Matterinaccuracy or breach or any inaccuracy or breach alleged by a third party of any representation, warranty, covenant or agreement of the Company contained in this Agreement or in any of the Ancillary Agreements or in any instrument or agreement delivered pursuant to this Agreement, 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 Indefinable Matter misrepresentation, breach of warranty, agreement or covenant to which such item is related, the Escrow Depositary Agent shall, subject to the provisions of Section 8.2(f)7.2(f) hereof, deliver to Buyer Broadcom out of the Escrow Fund, as promptly as practicable, an amount shares of Buyer Parent common stock Broadcom Common Stock held in the Escrow Fund in an amount equal to such Losses. Where the basis for a claim upon the Escrow Fund by the Buyer Broadcom is that Buyer Broadcom reasonably anticipates that it will pay or accrue Lossesa Loss, no payment will be made from the Escrow Fund for such Losses Loss unless and until such Losses are Loss is actually paid or accrued.

Claims Upon Escrow Fund. (i) 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 Buyer or Buyer Parent Recruitsoft (an "Officer's CertificateOFFICER'S CERTIFICATE"): (A) stating that Buyer or Buyer Parent or another Buyer Indemnitee Recruitsoft has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, directly Losses for which it is entitled compensation or indirectly, as a result of any Indefinable Matterreimbursement pursuant thereto, 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 accruedaccrued in accordance with GAAP, or the basis for such reasonably anticipated liabilityLoss, and the nature of the Indefinable Matter misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(f)6.2(e) hereof, deliver transfer to Buyer Recruitsoft out of the Escrow Fund, as promptly as practicable, an amount shares of Buyer Parent common stock Series D Preferred Stock held in the Escrow Fund in an amount equal to such Losses. Where ; provided, however, that to the extent an Officer's Certificate alleges only the basis for a claim upon the Escrow Fund by the Buyer is that Buyer reasonably anticipates that it will pay or accrue Lossesan anticipated Loss, no payment will amount shall be made distributed until such Loss is actually paid or accrued under GAAP. Payments of shares from the Escrow Fund for such Losses unless and until such Losses are actually paid or accruedwill be made pro rata in proportion to each White Amber Stockholders' original contributions to the Escrow Fund as set forth on Schedule 6.2.

Claims Upon Escrow Fund. (iA) 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 or Buyer Parent (an "Officer's Certificate"): (A) stating that the Buyer or Buyer Parent or another Buyer Indemnitee has paid or --------------------- properly accrued or reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any Indefinable MatterLosses pursuant to Claims made during the Escrow Period in an aggregate stated amount to which the Buyer is entitled to indemnity pursuant to this Agreement, 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 Indefinable Matter misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent shall, subject shall deliver to the provisions of Section 8.2(f), deliver to Buyer out of the Escrow Fund, as promptly as practicable, an amount of Buyer Parent common stock held in the Escrow Fund equal to such Losses. Where the basis for a claim upon Losses as indemnity out of the Escrow Fund by Fund; provided, however, that with respect to Losses the Buyer is that Buyer reasonably anticipates that it will pay or accrue Losseshave to pay, no payment will be pursuant to Claims made from during the Escrow Fund for such Losses unless and Period, Escrow Cash shall not be delivered to the Buyer by the Escrow Agent until such Losses are time as the Buyer actually paid or accruedmust pay such Losses.

Claims Upon Escrow Fund. (i) 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 the Chief Executive Officer, Chief Financial Officer or General Counsel of Buyer or Buyer Parent (an "Officer's --------- Certificate"): (A) stating that Buyer or Buyer Parent or another Buyer Indemnitee has paid or properly accrued or ----------- reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any Indefinable Matter, 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 Indefinable Matter misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(f)7.2(e) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable, an amount shares of Buyer Parent common stock Common Stock held in the Escrow Fund in an amount equal to such Losses provided, however, that no shares of Parent Common Stock shall be delivered to Parent, as a result of a claim based upon an accrual or upon a substantial likelihood of having to incur, pay or accrue Losses until such time as the Parent has actually incurred or paid Losses. Where the basis for a claim upon All shares of Parent Common Stock subject to such claims shall remain in the Escrow Fund by the Buyer is that Buyer reasonably anticipates that it will pay or accrue Losses, no payment will be made from the Escrow Fund for such Losses unless and until such Losses are actually incurred or paid or accruedthe Parent determines in its reasonably good faith judgment that no Losses will be required to be incurred or paid (in which event such shares shall be distributed to the former Company Stockholders in accordance with Section 7.2(b)).

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer or Buyer Parent (an "Officer's CertificateOFFICER'S CERTIFICATE"): (A) stating that Buyer or Buyer Parent or another Buyer Indemnitee has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Lossesa Loss, directly or indirectly, as a result of any Indefinable Matterinaccuracy or breach of any representation, warranty, covenant or agreement of the Company contained herein or in any Ancillary Agreement, 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 Indefinable Matter misrepresentation, breach of warranty, agreement or covenant to which such item is relatedrelated and the number of shares of Parent Common Stock to be delivered to Parent in respect of such Losses, the Escrow Depositary Agent shall, subject to the provisions of Section 8.2(f)SECTION 7.2(g) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable, an amount shares of Buyer Parent common stock Common Stock held in the Escrow Fund in an amount equal to such Losses. Where Notwithstanding the foregoing, where the basis for a an claim upon the Escrow Fund by the Buyer Parent is that Buyer Parent reasonably anticipates that it will pay or accrue Lossesa Loss, no payment will be made from the Escrow Fund for such Losses Loss unless and until such Losses are Loss is actually paid or accrued.