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 Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued or, with respect to third-party claims of which Parent, the Company or the Surviving Corporation has received notice, 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 7.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund with a value equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicated. (ii) For the purposes of determining the number of shares of Parent Common Stock to be delivered to Parent out of the Escrow Fund as indemnity pursuant to Section 7.2(f)(i) hereof, the shares of Parent Common Stock shall be valued at the Trading Price. (g)

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the last day date 30 days after the end of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent an Indemnified Party has paid paid, sustained or properly accrued or, with respect to third-party claims of which Parent, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay pay, sustain 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 paid, sustained or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or other indemnity to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7.2(e7.2(g) hereof, deliver to Parent out of the Escrow Fund, as promptly as -------------- practicable, shares of Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in the event of a third party claim that is the subject . Shares of the demand on the Escrow Fund, no shares shall be delivered out of Shareholders contributed to the Escrow Fund until the claim is settled or adjudicated. (iiin accordance with Section 1.9(b) For the purposes of determining the number of shares of Parent Common Stock to hereof shall be delivered to Parent out of the -------------- Escrow Fund as indemnity pursuant pro rata based on each Shareholder's contribution to Section 7.2(f)(i) hereof, the shares of Parent Common Stock shall be valued at the Trading Price. (g)Escrow Fund.

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 Parent (an "Officer's CertificateOFFICER'S CERTIFICATE"): (A) stating that Parent has paid or properly accrued or, with respect to third-party claims of which Parent, the Company or the Surviving Corporation has received notice, 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, and (C) specifying the number of Escrow Shares necessary to satisfy such claim, the Escrow Agent shall, subject to the provisions of Section 7.2(e) hereof7.3(e), deliver to Parent out of the Escrow Fund, Fund as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in the event . In lieu of a third party claim that is the subject delivery to Parent of the demand on Parent Common Stock out of the Escrow Fund, no shares the Shareholders shall be delivered out of have the Escrow Fund until the claim is settled or adjudicated. (ii) For the purposes of determining the number of shares of Parent Common Stock right to be delivered to Parent out of the Escrow Fund as indemnity pursuant to Section 7.2(f)(i) hereof, the shares of Parent Common Stock shall be valued at the Trading Price. (g)pay for any such Losses in cash.

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the last day date 30 days after the end of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent an Indemnified Party has paid paid, sustained or properly accrued or, with respect to third-party claims of which Parent, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay pay, sustain 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 paid, sustained or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or other indemnity to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7.2(e7.2(f) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in the event of a third party claim that is the subject . Shares of the demand on the Escrow Fund, no shares shall be delivered out of Shareholders contributed to the Escrow Fund until the claim is settled or adjudicated. (iiin accordance with Section 1.9(b) For the purposes of determining the number of shares of Parent Common Stock to hereof shall be delivered to Parent out of the Escrow Fund as indemnity pursuant pro rata based on each Shareholder's contribution to Section 7.2(f)(i) hereof, the shares of Parent Common Stock shall be valued at the Trading Price. (g)Escrow Fund.

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the last day date 30 days after the end of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent an Indemnified Party has paid paid, sustained or properly accrued or, with respect to third-party claims of which Parent, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay pay, sustain 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 paid, sustained or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or other indemnity to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7.2(e7.2(g) hereof, deliver to Parent out of the Escrow Fund, -------------- as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in the event of a third party claim that is the subject . Shares of the demand on Shareholders contributed to the Escrow Fund, no shares Fund in accordance with Section 1.9(b) hereof shall be delivered out of the Escrow Fund until the claim is settled or adjudicated. (ii) For the purposes of determining the number of shares of Parent Common Stock to be delivered -------------- to Parent out of the Escrow Fund as indemnity pursuant pro rata based on each Shareholder's contribution to Section 7.2(f)(i) hereof, the shares of Parent Common Stock shall be valued at the Trading Price. (g)Escrow Fund.

Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the before the last day date of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent an Indemnified Party has paid paid, sustained or properly accrued or, with respect to third-party claims of which Parent, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay pay, sustain or accrue LossesLosses in a stated amount, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid paid, sustained or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or other indemnity to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7.2(e7.2(f) hereofand Section 7.2(g) below, deliver to Parent the Indemnified Party out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out . Shares of the Escrow Stockholders contributed to the Escrow Fund until the claim is settled or adjudicated. (iiin accordance with Section 1.9(b) For the purposes of determining the number of shares of Parent Common Stock to shall be delivered to Parent out of the Escrow Fund as indemnity pursuant pro rata based on each Escrow Stockholder's contribution to Section 7.2(f)(i) hereof, the shares of Parent Common Stock shall be valued at the Trading Price. (g)Escrow Fund.

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 Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued or, with respect to third-party claims of which Parent, the Company or the Surviving Corporation has received notice, information that causes it to reasonably anticipates anticipate during the last 90 days of the Escrow Period in good faith and with reasonable detail 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 reasonably 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 7.2(e) hereof, deliver transfer to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that . Such payments of shares from the Escrow Fund will be made pro rata in proportion to the event of a third party claim that is the subject of the demand on stockholders original contributions to the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicated. (ii) For the purposes of determining the number of shares of Parent Common Stock to be delivered to Parent out of the Escrow Fund as indemnity pursuant to Section 7.2(f)(i) hereof, the shares of Parent Common Stock shall be valued at the Trading Price. (g).