Common use of Claims Upon Escrow Funds Clause in Contracts

Claims Upon Escrow Funds. Upon receipt by the Escrow Agent ------------------------ on or before the last day of the Primary Escrow Period or Secondary Escrow Period, as the case may be, of a certificate signed by any appropriately authorized officer of Acquiror (an "Officer's Certificate"): (i) Stating the aggregate amount of Acquiror's Damages or an estimate thereof, in each case to the extent known or determinable at such time; 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, and the nature of the misrepresentation, breach or claim to which such item is related, as the case may be, the Escrow Agent shall, subject to the provisions of Sections 10.5 and 10.10 hereof and of the Escrow Agreement, deliver to Acquiror out of the Primary Escrow Fund or Secondary Escrow Fund, as the case may be, as promptly as practicable, (i) with respect to the Primary Escrow Fund, first Primary Escrow Cash and then, to the extent the Primary Escrow Cash is insufficient to cover such Damages, Escrow Shares and (ii) with respect to the Secondary Escrow Fund, Secondary Escrow Cash, in each case having a value equal to such Damages all in accordance with the Escrow Agreement and Section 10.8 below. Amounts paid or distributed from the Primary Escrow Fund and Secondary Escrow Fund shall be paid or distributed pro rata among the Holders (as defined in the Escrow Agreement) based upon their respective percentage interests therein at the time.

Claims Upon Escrow Funds. Upon receipt by Subject to the objection procedure established below, the Undisclosed Liabilities Escrow Agent ------------------------ will deliver to Colmena out of the Undisclosed Liabilities Escrow Fund, as promptly as practicable, shares of Colmena's common stock or other assets held in the Undisclosed Liabilities Escrow Fund in an amount equal to the funds required to recover the monetary damages resulting from such Undisclosed Liabilities, provided that (1) A written claim of loss has been provided by Colmena to the Undisclosed Liabilities Escrow Agent at any time on or before the last day of the Primary Undisclosed Liabilities Escrow Period or Secondary Escrow Period, as in the case may be, form of a certificate signed by any appropriately authorized officer of Acquiror Colmena (an "Officer's Certificate"):), with a copy to NetWorth: (ia) Stating the aggregate amount that Colmena has paid or properly accrued or reasonably anticipates that it will have to pay or accrue as a result of Acquiror's Damages or an estimate thereofsuch Undisclosed Liabilities, in each case to the extent known or determinable at such time; and (iib) 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 accrued, or arosethe basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or claim to which such item is related, as . (2) For the case may be, purposes of determining the Escrow Agent shall, subject number of shares of Colmena's common stock to the provisions of Sections 10.5 and 10.10 hereof and of the Escrow Agreement, deliver be delivered to Acquiror Colmena out of the Primary Undisclosed Liabilities Escrow Fund or Secondary Escrow Fundpursuant to Section 7.2(E)(1), the shares of Colmena's common stock will be valued at the average closing transaction price therefor during the preceding ten trading days, as reported on the case may be, as promptly as practicable, (i) with respect to the Primary Escrow Fund, first Primary Escrow Cash and then, to the extent the Primary Escrow Cash highest rated securities market or securities exchange on which Colmena's common stock is insufficient to cover such Damages, Escrow Shares and (ii) with respect to the Secondary Escrow Fund, Secondary Escrow Cash, in each case having a value equal to such Damages all in accordance with the Escrow Agreement and Section 10.8 below. Amounts paid or distributed from the Primary Escrow Fund and Secondary Escrow Fund shall be paid or distributed pro rata among the Holders (as defined in the Escrow Agreement) based upon their respective percentage interests therein at the timeactually traded.

Claims Upon Escrow Funds. Upon receipt by the Escrow Agent ------------------------ at any time on or before the last day of the Primary Escrow Period or Secondary Escrow Period, as the case may be, of a certificate signed in good faith by any appropriately authorized officer of Acquiror Parent (an "“Officer's ’s Certificate"): ”): (i) Stating stating that Parent has paid, suffered or otherwise incurred, or reasonably anticipates that it will have to pay, suffer or incur Losses that are indemnifiable under Section 7.2 and a good faith, non-binding, preliminary estimate of the aggregate amount of Acquiror's Damages such Losses (and specifying whether paid, suffered or an estimate thereofincurred or anticipated to be paid, in each case to the extent known suffered or determinable at such timeincurred); and and (ii) Specifying specifying in reasonable detail the individual items of such Damages Losses included in the amount so stated, the date each such item was paid paid, suffered or properly accrued otherwise incurred or aroseon which it is reasonably anticipated that it will be paid, suffered or otherwise incurred, and the nature of the misrepresentation, breach of warranty or claim covenant or other item to which such item is related, as related and the case may befacts underlying such claim, the Escrow Agent shall, subject in all cases to the provisions of Sections 10.5 and 10.10 hereof and of the Escrow Agreement, Section 7.3(f): (A) deliver to Acquiror Parent out of the Primary Stockholder Escrow Fund or Secondary cash held in the Stockholder Escrow Fund, as the case may be, as promptly as practicable, (i) with respect Fund in an amount equal to the Primary product of such Losses and the Stockholder Escrow Fund, first Primary Escrow Cash and then, to the extent the Primary Escrow Cash is insufficient to cover such Damages, Escrow Shares and (ii) with respect to the Secondary Escrow Fund, Secondary Escrow Cash, in each case having a value equal to such Damages all in accordance with the Escrow Agreement and Section 10.8 below. Amounts paid or distributed from the Primary Escrow Fund and Secondary Escrow Fund shall be paid or distributed pro rata among the Holders Percentage (as defined below); and (B) deliver to Parent out of the Employee Escrow Fund cash held in the Employee Escrow Agreement) based Fund in an amount equal to the product of such Losses and the Employee Escrow Percentage (as defined below); provided, however, that, where the basis for a claim upon their respective percentage interests therein at the timeEscrow Funds by Parent is that Parent reasonably anticipates that it will have to pay, suffer or incur a Loss, no payment will be made from the Escrow Funds for such Loss unless and until such Loss is actually paid, suffered or incurred and Parent delivers another Officer’s Certificate to that effect.

Claims Upon Escrow Funds. (i) Upon receipt by the Escrow Agent ------------------------ at any time on or before the last day termination of the Primary applicable Escrow Period or Secondary Escrow Period, as the case may be, of a certificate signed by any appropriately authorized officer of Acquiror Peregrine (an "Officer's CertificateOFFICER'S CERTIFICATE"): ) (iA) Stating stating that Peregrine or a wholly-owned subsidiary of Peregrine deemed a "Buyer" under the aggregate amount of Acquiror's Damages Purchase Agreement has paid or an estimate thereofproperly accrued or reasonably anticipates that it will have to pay or accrue, in each the case to of the extent known or determinable at such timeEmployment Escrow Fund, any Employment Losses or, in the case of the General Escrow Fund, any other Losses (including Tax Losses); and (iiB) Specifying specifying in reasonable detail the individual items of such Damages Losses included in the amount so stated, the date each such item was paid or properly accrued 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, as and (C) stating that Peregrine is entitled to be indemnified for such loss pursuant to Article X of the case may bePurchase Agreement, the Escrow Agent shall, subject to the provisions of Sections 10.5 1.3(d) and 10.10 hereof and 1.3(e) hereof, deliver to Peregrine out of the Escrow Agreement, deliver to Acquiror out of the Primary Escrow Fund or Secondary Escrow Fund, as the case may beFunds, as promptly as practicable, (i) with respect cash or Buyer Shares, as the case may require, held in the applicable Escrow Fund in an amount equal to the Primary Escrow Fund, first Primary Escrow Cash and then, to the extent the Primary Escrow Cash is insufficient to cover such Damages, Escrow Shares and Losses. (ii) with respect For the purposes of determining the number of Buyer Shares to be delivered to Peregrine out of the Secondary applicable Escrow FundFund pursuant to Section 1.3(d)(i) hereof, Secondary each Escrow Cash, in each case having Share shall be valued at a value per share price equal to such Damages all in accordance with the Escrow Agreement and Section 10.8 below. Amounts paid or distributed from the Primary Escrow Fund and Secondary Escrow Fund shall be paid or distributed pro rata among the Holders $33.1563 (as defined in adjusted for any stock splits, stock dividends, recapitalizations or like events effected after the Escrow Agreement) based upon their respective percentage interests therein at the timedate hereof).

Claims Upon Escrow Funds. Upon receipt by (1) Subject to the objection procedure established below, the Undisclosed Liabilities Escrow Agent ------------------------ will deliver to AmeriNet out of the Undisclosed Liabilities Escrow Fund, as promptly as practicable, shares of AmeriNet's common stock or other assets held in the Undisclosed Liabilities Escrow Fund in an amount equal to the funds required to recover the monetary damages resulting from such Undisclosed Liabilities, provided that (a) A written claim of loss has been provided by AmeriNet to the Undisclosed Liabilities Escrow Agent at any time on or before the last day of the Primary Undisclosed Liabilities Escrow Period or Secondary Escrow Period, as in the case may be, form of a certificate signed by any appropriately authorized officer of Acquiror AmeriNet (an "Officer's Certificate"):), with a copy to Xxxxxxx: (i) 1. Stating the aggregate amount that AmeriNet has paid or properly accrued or reasonably anticipates that it will have to pay or accrue as a result of Acquiror's Damages or an estimate thereofsuch Undisclosed Liabilities, in each case to the extent known or determinable at such time; and (ii) 2. 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 accrued, or arosethe basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or claim to which such item is related. (b) For the purposes of determining the number of shares of AmeriNet's common stock to be delivered to AmeriNet out of the Undisclosed Liabilities Escrow Fund pursuant to Section 7.2(E)(1), the shares of AmeriNet's common stock will be valued at the average closing transaction price therefor during the preceding ten trading days, as reported on the case may be, highest rated securities market or securities exchange on which AmeriNet's common stock is actually traded. (a) Shares will be delivered from the Xxxxxxxx Escrow Agent shallin the manner and at the times specified in Section 1.2(A)(2)(a), subject to the provisions of Sections 10.5 and 10.10 hereof and of the Escrow Agreementset forth in Section 7.2(E)(2)(c), deliver to Acquiror out of the Primary Escrow Fund or Secondary Escrow Fund, as the case may be, as promptly as practicable, (i) with respect within thirty days after presentation to the Primary Xxxxxxxx Escrow FundAgent of written evidence that the event requiring distribution has occurred and indicating the number of shares or cash to be distributed and the basis for such calculation (the "Delivery Date" and the "Xxxxxxxx Distribution Notice," respectively). (b) Within three business days after a Xxxxxxxx Distribution Notice is received by the Xxxxxxxx Escrow Agent, first Primary the Xxxxxxxx Escrow Cash and then, Agent shall forward a copy thereof to the extent other potential claimant with a written notice advising such other claimant that unless written objections to such distribution specifying the Primary Escrow Cash is insufficient to cover basis for such Damages, Escrow Shares and (ii) with respect objections are provided to the Secondary Xxxxxxxx Escrow FundAgent on or before the Delivery Date (the "Notice of Objections"), Secondary distribution as requested will be made. (c) In the event a Notice of Objection is provided, the Xxxxxxxx Escrow CashAgent will refrain from making the requested distribution and will provide the Parties with written notice that unless the Parties mutually agree to a distribution or initiate action pursuant to the g eneral dispute resolution procedures of this Agreement within ten business days, the Xxxxxxxx Escrow Agent will initiate an action in each case having a value equal the nature of an interpleader in the Circuit Court sitting in and for Alachua County, Florida and will deposit the shares or funds in controversy in the registry of such court, whereupon the Parties will be required to determine ownership thereof, with all expenses of litigation for the Parties and the Xxxxxxxx Escrow Agent to be charged and awarded by such Damages all court to against the non-prevailing Party or Parties. (d) If an action pursuant to the general dispute resolution procedures of this Agreement is initiated within ten business days, the Xxxxxxxx Escrow Agent will continue to hold the shares or funds in controversy during the pendency of such proceeding and will thereafter distribute them in accordance with the Escrow Agreement and Section 10.8 below. Amounts paid or distributed from the Primary Escrow Fund and Secondary Escrow Fund shall be paid or distributed pro rata among the Holders (as defined in the Escrow Agreement) based upon their respective percentage interests therein at the timefinal award therein.

Claims Upon Escrow Funds. Upon receipt by In the event Parent incurs or becomes aware of any Losses or potential Losses for which it is entitled to indemnity under this Article IV, it shall deliver to the Escrow Agent ------------------------ on or before and the last day of the Primary Escrow Period or Secondary Escrow Period, as the case may be, of Company Stockholder Agent a certificate signed by any appropriately authorized officer of Acquiror Parent (an "Officer's CertificateOFFICER'S CERTIFICATE"): ): (A) stating that Parent has (i) Stating the aggregate amount of Acquiror's Damages incurred or an estimate thereof, in each case to the extent known or determinable at such time; and (ii) Specifying for purposes of extending the Escrow pursuant to Section 4.2(c) above, reasonably anticipates that it will have to incur Losses, (B) specifying in reasonable detail the individual items of such Damages Losses included in the amount so stated, the date each such item was paid or properly accrued incurred, or arosethe basis for such anticipated liability, and either the nature of the misrepresentation, breach of warranty or claim or the litigation matter to which such item is related, as . Upon the case may be, receipt of a certificate pursuant to clause (A)(i) above the Escrow Agent shall, subject to the provisions of Sections 10.5 and 10.10 hereof and Section 4.2(h) hereof, deliver to Parent out of the Escrow Agreement, deliver to Acquiror out of the Primary Escrow Fund or Secondary Escrow Fund, as the case may be, as promptly as practicable, such amounts held in the Escrow Fund equal to such Losses incurred. In determining the number of shares of Parent Common Stock to be paid out by the Escrow Agent pursuant to this Article IV, such shares shall be valued by the Escrow Agent at the closing price (ithe "ESCROW PRICE") of Parent Common Stock on the NASDAQ or, if the Parent Common Stock is not then listed on the NASDAQ, the principal securities market on which the Parent Common Stock is traded, as reported in the Wall Street Journal or similar national financial publication on the Closing Date. Upon request by the Escrow Agent, a duly authorized officer of the Company shall deliver a certificate of the Escrow Price. The Parent shall not be entitled to receive any disbursement or cause any amount to be retained in Escrow with respect to any Losses arising in respect of any individual occurrence or circumstance unless the Primary Escrow Fundaggregate amount of all Losses shall exceed $175,000; provided, first Primary Escrow Cash and thenfurther, that in the event the aggregate amount of such Losses of Parent shall exceed $175,000, then Parent shall be entitled to the extent the Primary Escrow Cash is insufficient to cover such Damages, Escrow Shares and (ii) with respect to the Secondary Escrow Fund, Secondary Escrow Cash, in each case having a value equal to such Damages all in accordance with recover from the Escrow Agreement and Section 10.8 below. Amounts paid or distributed from the Primary Escrow Fund and Secondary Escrow Fund shall be paid or distributed pro rata among the Holders (as defined only Losses in the Escrow Agreement) based upon their respective percentage interests therein at the timeexcess of $175,000.

Claims Upon Escrow Funds. Upon receipt by the Escrow Agent ------------------------ at any time before 5:00 p.m. California time on or before the last day of the Primary Escrow Period or Secondary Escrow Period, as the case may be, Expiration Date of a certificate signed by any appropriately authorized executive officer of Acquiror Parent (an "“Officer's ’s Certificate"): ”): (iA) Stating the stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses and specifying an aggregate amount of Acquiror's Damages or an estimate thereof, in each case to the extent known or determinable at such time; and and (iiB) Specifying specifying in reasonable detail the individual items of such Damages Losses included in the amount so stated, the date each such item was paid or properly accrued or aroseaccrued, and the basis for such anticipated liability, the nature of the misrepresentation, breach of warranty or claim covenant to which such item is relatedrelated and to the extent known a reasonable summary of the facts underlying the claim, as and if no objection is received from the case may beSecurityholder Agent in accordance with Section 9.2(f), the Escrow Agent shall, subject to the provisions of Sections 10.5 and 10.10 hereof and Section 9.2(f) hereof, deliver to Parent out of the Escrow Agreement, deliver to Acquiror out of the Primary Escrow Fund or Secondary Escrow Fund, as the case may beFunds, as promptly as practicable, (i) with respect to cash held in the Primary Cash Escrow Fund and shares of Parent Common held in the Share Escrow Fund, first Primary Escrow Cash on a pro rata basis and then, to the extent the Primary Escrow Cash is insufficient to cover such Damages, Escrow Shares and (ii) with respect to the Secondary Escrow Fund, Secondary Escrow Cash, in each case having a value an aggregate amount equal to such Damages all in accordance with Losses. For the Escrow Agreement and purposes of determining the number of shares of Parent Common to be delivered to Parent pursuant to this Section 10.8 below. Amounts paid or distributed 9.2(e) from the Primary Share Escrow Fund and Secondary Escrow Fund for the purposes of the last sentence in Section 9.2(a), the shares of Parent Common shall be valued at the Average Closing Price. Parent and the 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; provided, however, that where the basis for a claim upon the Escrow Funds by Parent is that Parent reasonably anticipates that it will pay or accrue Losses, no payment will be made from the Escrow Funds for such Losses unless and until such Losses are actually paid or distributed pro rata among the Holders (as defined in the Escrow Agreement) based upon their respective percentage interests therein at the timeaccrued by Parent.