Common use of Distribution of Earnout Clause in Contracts

Distribution of Earnout. (i) In the event Parent delivers an Earnout Notice stating that Earnout Amounts have been earned pursuant to this ARTICLE IX, and Parent does not have any claims outstanding for Losses pursuant to an Officer's Certificate, Parent shall deposit the Earnout Amount set forth in the Earnout Notice with the Exchange Agent for distribution to the Shareholders as soon as practicable but in any event within five (5) days of the delivery of the Earnout Notice. (ii) In the event Parent delivers an Earnout Notice stating that Earnout Amounts have been earned pursuant to this ARTICLE IX, and Parent has a claim or claims outstanding for Losses pursuant to an Officer's Certificate, Parent shall deposit the Earnout Amount in excess of such claimed Losses with the Exchange Agent for distribution to the Shareholders as soon as practicable but in any event within five (5) days of the delivery of the Earnout Notice, and EXECUTION COPY the Earnout Amount to the extent of such claimed Losses shall be deposited with the escrow agent in accordance with SECTION 8.3(B), and any such amounts in dispute and deposited with the escrow agent shall be released from escrow upon resolution of such dispute in accordance with SECTION 8.3(B). (iii) With respect to disputes of amounts contained in the Earnout Notice, upon the final determination of such Earnout Amounts in dispute determined to be due and payable to the Shareholders in accordance with SECTION 9.5, Parent shall deposit with the Exchange Agent the Earnout Amounts, if any, as so finally determined to be payable to the Shareholders not theretofore delivered to the Exchange Agent, for distribution to the Shareholders as soon as practicable but in any event within five (5) days of such resolution.

Distribution of Earnout. (i) In the event Parent delivers an Earnout Notice (as defined in Section 8.6 hereof) stating that Earnout Amounts have Consideration has been earned pursuant to this ARTICLE IXArticle VIII, and Parent does not have any claims outstanding for Excess Losses (as defined in Section 7.4(b)) pursuant to an Officer's ’s Certificate, Parent shall deposit distribute the Earnout Amount Consideration set forth in the Earnout Notice with the Exchange Agent for distribution to the Shareholders former Stockholders in accordance with Section 1.6(b) and Section 1.6(d) as soon as practicable but in any event within five (5) days Business Days of the delivery of the Earnout Notice. (ii) In the event Parent delivers an Earnout Notice stating that Earnout Amounts have Consideration has been earned pursuant to this ARTICLE IXArticle VIII, and Parent has a claim or claims outstanding for Losses pursuant to an Officer's CertificateExcess Losses, Parent shall deposit distribute the Earnout Amount Consideration in excess of such claimed Excess Losses with the Exchange Agent for distribution to the Shareholders former Stockholders in accordance with Section 1.6(b) and Section 1.6(d) as soon as practicable but in any event within five (5) days Business Days of the delivery of the Earnout Notice, and EXECUTION COPY the Earnout Amount Consideration to the extent of such claimed Excess Losses shall be deposited with the escrow agent in accordance with SECTION 8.3(B)retained by Parent, and any such amounts in dispute shall either be (A) distributed to the former Stockholders in accordance with Section 1.6(b) and deposited with Section 1.6(d), or (B) permanently retained by Parent, as the escrow agent shall be released from escrow case maybe, upon resolution of such dispute in accordance with SECTION 8.3(BSection 7.4(b). (iii) With respect to disputes of amounts contained in the Earnout Notice, upon the final determination of such portion of the Earnout Amounts Consideration in dispute determined to be due and payable to the Shareholders Stockholders in accordance with SECTION 9.5Section 7.4(b), Parent shall deposit with the Exchange Agent distribute the Earnout AmountsConsideration, if any, as so finally determined to be payable to the Shareholders Stockholders not theretofore delivered to the Exchange Agent, for distribution to the Shareholders as soon as practicable but in any event within five (5) days Business Days of such resolution, subject to subparagraph (ii) above.

Distribution of Earnout. (i) In the event Parent delivers an Earnout Notice stating that Earnout Amounts have been earned pursuant to this ARTICLE IX, and Parent does not have any claims outstanding for Losses pursuant to an Officer's Certificate, Parent shall deposit the Earnout Amount set forth in the Earnout Notice with the Exchange Agent for distribution to the Shareholders as soon as practicable but in any event within five (5) days of the delivery of the Earnout Notice. (ii) In the event Parent delivers an Earnout Notice stating that Earnout Amounts have been earned pursuant to this ARTICLE IX, and Parent has a claim or claims outstanding for Losses pursuant to an Officer's Certificate, Parent shall deposit the Earnout Amount -66- in excess of such claimed Losses with the Exchange Agent for distribution to the Shareholders as soon as practicable but in any event within five (5) days of the delivery of the Earnout Notice, and EXECUTION COPY the Earnout Amount to the extent of such claimed Losses shall be deposited with the escrow agent in accordance with SECTION 8.3(B8.3(b), and any such amounts in dispute and deposited with the escrow agent shall be released from escrow upon resolution of such dispute in accordance with SECTION 8.3(B8.3(b). (iii) With respect to disputes of amounts contained in the Earnout Notice, upon the final determination of such Earnout Amounts in dispute determined to be due and payable to the Shareholders in accordance with SECTION 9.5, Parent shall deposit with the Exchange Agent the Earnout Amounts, if any, as so finally determined to be payable to the Shareholders not theretofore delivered to the Exchange Agent, for distribution to the Shareholders as soon as practicable but in any event within five (5) days of such resolution.

Distribution of Earnout. (i) In the event Parent delivers an Earnout Notice (as defined in Section 8.3 hereof) stating that Earnout Amounts have Consideration has been earned pursuant to this ARTICLE IXVIII, and Parent does not have any claims outstanding for Losses pursuant subject to an Officer's CertificateSection 8.1(c)(ii) hereof, Parent shall deposit distribute (or cause the Exchange Agent to distribute) the Earnout Amount Consideration set forth in the Earnout Notice with the Exchange Agent for distribution to the Shareholders as soon as practicable but former Stockholders in any event within five (5) days of the delivery of the Earnout Noticeaccordance with Section 1.6(b). (ii) In the event Parent delivers an Earnout Notice stating that Earnout Amounts have Consideration has been earned pursuant to this ARTICLE IXVIII, and Parent has a claim or claims outstanding for Losses pursuant to an Officer's CertificateExcess Losses, Parent shall deposit distribute (or cause the Exchange Agent to distribute) the Earnout Amount Consideration in excess of such claimed Excess Losses with the Exchange Agent for distribution to the Shareholders as soon as practicable but former Stockholders in any event within five (5) days of the delivery of accordance with Section 1.6(b), and the Earnout Notice, and EXECUTION COPY the Earnout Amount Consideration to the extent of such claimed Excess Losses shall be deposited with the escrow agent in accordance with SECTION 8.3(B)retained by Parent, and any such amounts in dispute and deposited shall either be (A) distributed to the former Stockholders in accordance with Section 1.6(b), or (B) permanently retained by Parent, as the escrow agent shall be released from escrow case maybe, upon resolution of such dispute in accordance with SECTION 8.3(BSection 7.4(b). (iii) In the event any Xxxxxxxx are collected after the Earnout Payment Date (the “Delayed Collections”), Parent shall distribute (or cause the Exchange Agent to distribute), promptly (and not more than thirty (30) days after such collection) to the former Stockholders any additional Earnout Consideration earned as a result of such Delayed Collections, in accordance with Section 1.6(b) and this ARTICLE VIII (each, an “Additional Earnout Payment”). (iv) With respect to disputes of amounts contained in the Earnout Notice, upon the final determination of such portion of the Earnout Amounts Consideration in dispute determined to be due and payable to the Shareholders Stockholders in accordance with SECTION 9.5Section 7.4(b), Parent shall deposit with distribute (or cause the Exchange Agent to distribute) the Earnout AmountsConsideration, if any, as so finally determined to be payable to the Shareholders Stockholders not theretofore delivered to the Exchange Agent, for distribution to the Shareholders as soon as practicable but in any event within five (5) Business Days of such resolution, subject to subparagraph (ii) above. (v) For the purpose of calculating the Earnout Amount, in the event that any party to the VF Contract (as such term is defined in Annex A attached hereto), the TM Contract (as such term is defined in Annex A attached hereto) or any Campaign Contract (as such term is defined in Annex A attached hereto) asserts, prior to the Earnout Determination Date, a right to repayment of amounts previously paid by such customer with respect to license or maintenance fees under the VF Contract, the TM Contract or any Campaign Contract, the aggregate amount of Xxxxxxxx shall be reduced by the amount in dispute pending resolution of such assertion. Upon final resolution of such assertion, Xxxxxxxx and the related Earnout Amount shall be appropriately adjusted to reflect such resolution, and Parent shall distribute (or cause the Exchange Agent to distribute) the additional Earnout Consideration, if any, as so finally determined to be payable to the Stockholders, as soon as practicable but in any event within thirty (30) days of such resolution.

Distribution of Earnout. (i) In the event Parent delivers an Earnout Notice (as defined in Section 8.3 hereof) stating that a portion of the Earnout Amounts have Consideration has been earned pursuant to this ARTICLE IXVIII, and Parent does not have any claims outstanding for Losses pursuant subject to an Officer's Certificate, SECTION 8.1(b)(ii) hereof Parent shall deposit distribute the portion of the Earnout Amount Consideration set forth in the Earnout Notice with (the Exchange Agent for distribution "EARNED EARNOUT AMOUNT") as follows: (1) first, if the Earnout Bonus Milestone has been achieved, then five percent (5%) of the Earned Earnout Amount, if any (the "EARNOUT BONUS POOL PAYMENT"), shall be paid to the Shareholders Earnout Bonus Pool Participants in the proportions specified in SCHEDULE 8.1(b)(i)(1) as soon as practicable but in any event within five (5) days of the delivery Business Days of the Earnout NoticePayment Date (as defined in SECTION 1.6(a) hereof). (ii2) In second, the event Parent delivers an portion of the Earned Earnout Notice stating that Amount, if any, remaining after payment of the Earnout Amounts have been earned Bonus Pool Payment, if any pursuant to this ARTICLE IX, and Parent has a claim or claims outstanding for Losses pursuant to an Officer's Certificate, Parent SECTION 8.1(b)(i)(1) (the "FINAL EARNOUT AMOUNT") shall deposit the Earnout Amount in excess of such claimed Losses with the Exchange Agent for distribution be paid to the Shareholders former Stockholders in accordance with SECTION 1.6(b) as soon as practicable but in any event within five (5) days of the delivery Business Days of the Earnout Notice, and EXECUTION COPY the Earnout Amount to the extent of such claimed Losses shall be deposited with the escrow agent in accordance with SECTION 8.3(B), and any such amounts in dispute and deposited with the escrow agent shall be released from escrow upon resolution of such dispute in accordance with SECTION 8.3(B)Payment Date. (iiiii) With respect to disputes of amounts contained in the Earnout Notice, upon the final determination of such Earnout Amounts amounts in dispute determined to be due and payable to the Shareholders Stockholders in accordance with SECTION 9.58.3(c) hereof, Parent shall deposit with the Exchange Agent the Earnout Amountsdistribute such amounts, if any, as so finally determined to be payable to the Shareholders Stockholders not theretofore delivered to the Exchange Agent, for distribution to the Shareholders as soon as practicable but in any event within five three (53) days Business Days of such resolutionthe Earnout Payment Date.