Common use of Distribution of Escrow Fund Clause in Contracts

Distribution of Escrow Fund. On the Initial Escrow Release Date, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer (a) $9,000,000, minus (b) the sum of (i) all amounts distributed from the Escrow Fund on or prior to the Initial Escrow Release Date pursuant to Section 8.2(b), plus (ii) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Initial Escrow Release Date, to the Company Securityholders in accordance with their respective Pro Rata Portions. On the Escrow Termination Date, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer (x) the remainder of the Escrow Fund, less (y) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Escrow Termination Date (the “Escrow Release Amount”), less any required withholding of Taxes under applicable Law, to the Company Securityholders in accordance with their respective Pro Rata Portions. As soon as all such unsatisfied or disputed claims have been resolved and fully paid, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer any amounts remaining in the Escrow Fund (which amounts shall be added to and be considered part of the Escrow Release Amount), less any required withholding of Taxes under applicable Law, to the Company Securityholders in accordance with their respective Pro Rata Portions. If any withholding pursuant to applicable Law is required in connection with such payments, Parent or the Surviving Corporation shall cooperate with the Securityholder Representative Committee to make such payments (and effect such withholding) through its or the Surviving Corporation’s payroll system.

Distribution of Escrow Fund. On Subject to the Initial Escrow Release Datefollowing requirements, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow AgreementFund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., instruct California time, on the date two (2) Business Days following eighteen (18) calendar months following the Closing Date (the “Escrow Period”), and the Escrow Agent to transfer (a) $9,000,000, minus (b) shall distribute the sum of funds in the Escrow Fund (i) all amounts distributed from first, to the Stockholder Representative for any outstanding Stockholder Representative Expenses to the extent that the Expense Fund Amount is not available, and (ii) second, to the Company Securityholders; provided, however, that the Escrow Fund on or shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Claims Certificate in connection with Section 8.2(a) (“Unresolved Claims”) delivered prior to the Initial Escrow Release Period termination date with respect to facts and circumstances existing prior to the Expiration Date, and any such amount shall not be distributed to the Company Securityholders at such time; provided, further, that on the date two (2) Business Days following twelve (12) calendar months following the Closing Date pursuant to Section 8.2(b(the “Interim Escrow Disbursement Date”), plus the Escrow Agent shall distribute (i) first, to the Stockholder Representative for any outstanding Stockholder Representative Expenses to the extent that the Expense Fund Amount is not available, and (ii) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Initial Escrow Release Datesecond, to the Company Securityholders an amount of funds in accordance with the Escrow Fund equal to Eighteen Million Five Hundred Thousand Dollars ($18,500,000) minus the aggregate amount released from the Escrow Fund and delivered to any Indemnified Parties in respect of Claim Certificates prior to the Interim Escrow Disbursement Date minus the aggregate amount of all Unresolved Claims as of the Interim Escrow Disbursement Date. As soon as any Unresolved Claim prior to the Interim Escrow Disbursement Date has been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, that was held back as of the Interim Escrow Disbursement Date to satisfy such Unresolved Claim, (i) first, to the Stockholder Representative for any outstanding Stockholder Representative Expenses to the extent that the Expense Fund Amount is not available, and (ii) second, to the Company Securityholders. As soon as any Unresolved Claim has been resolved after the Escrow Period termination date, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claim, (i) first, to the Stockholder Representative for any outstanding Stockholder Representative Expenses (as defined below) to the extent that the Expense Fund Amount is not available, and (ii) second, to the Company Securityholders. Deliveries of the Escrow Amount out of the Escrow Fund to the Company Securityholders pursuant to this Section 8.7 shall be made in proportion to their respective Pro Rata Portions. On the Escrow Termination Date, Parent and the Securityholder Representative Committee shall, in accordance with the terms of amount delivered to each Company Securityholders rounded to the Escrow Agreementnearest one hundredth (0.01) (with amounts 0.005 and above rounded up), instruct which amount shall be reflected in a spreadsheet to be delivered by the Stockholder Representative prior to the applicable disbursement date. Notwithstanding anything to the contrary contained herein, the Escrow Agent shall be entitled to transfer (x) deduct and withhold from any Escrow Amount payable pursuant to this Agreement to any Company Securityholder such amounts as may be required to be deducted or withheld therefrom under any provision of U.S. federal, state, local or non-U.S. tax Law or under any applicable legal requirement. To the remainder of the Escrow Fund, less (y) the aggregate amount of unsatisfied extent such amounts are so deducted or disputed claims for Losses made prior withheld and paid over to the Escrow Termination Date (the “Escrow Release Amount”)appropriate Governmental Entity, less any required withholding of Taxes under applicable Law, to the Company Securityholders in accordance with their respective Pro Rata Portions. As soon as all such unsatisfied or disputed claims have been resolved and fully paid, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer any amounts remaining in the Escrow Fund (which amounts shall be added to and be considered part of the Escrow Release Amount), less any required withholding of Taxes under applicable Law, treated for all purposes as having been paid to the Company Securityholders in accordance with their respective Pro Rata Portions. If any withholding pursuant Person to applicable Law is required in connection with whom such payments, Parent or the Surviving Corporation shall cooperate with the Securityholder Representative Committee to make such payments (and effect such withholding) through its or the Surviving Corporation’s payroll systemamounts would otherwise have been paid.

Distribution of Escrow Fund. On the Initial Escrow Release Date, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer (a) $9,000,000, minus (b) the sum of (i) all amounts distributed from the Escrow Fund on or prior to the Initial Escrow Release Date pursuant to Section 8.2(b), plus (ii) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Initial Escrow Release Date, to the Company Securityholders in accordance with their respective Pro Rata Portions. On Upon the Escrow Termination Date, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer (x) the remainder of the Escrow Fund, less (y) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Escrow Termination Date Fund (the “Escrow Release Amount”), less any required withholding of Taxes under applicable Law, ) shall promptly be delivered to the Paying Agent for further distribution to the Company Securityholders and Carve Out Participants, as applicable, in accordance with their respective Pro Rata Portionsthe Payment Schedule, as updated pursuant to Section 6.10; provided, however, that if, at any time on or prior to the Escrow Termination Date, any Indemnified Party delivers to the Stockholders’ Representative and the Escrow Agent a Claim Certificate asserting a claim for recovery under Section 8.3, then the Escrow Fund shall not terminate with respect to the amount or reasonably anticipated amount of Losses set forth in such Claim Certificate and which shall be subject to subsequent resolution of the claim in the manner provided in this Agreement and the Paying Agent and Escrow Agreement. As soon as all such unsatisfied or disputed claims have been resolved resolved, the Escrow Agent shall cause the distribution of the remaining portion of the Escrow Release Amount to the Company Securityholders and fully paid, Parent and the Securityholder Representative Committee shall, Carve Out Participants in accordance with the terms Payment Schedule, as updated pursuant to Section 6.10. Notwithstanding anything to the contrary herein, Parent may, at any time prior to the Escrow Agent’s delivery of the Escrow AgreementRelease Amount to the Paying Agent, instruct provide written notice to the Escrow Agent, with a copy to the Stockholders’ Representative, instructing the Escrow Agent to transfer any amounts remaining in deliver to Parent an amount equal to the 382 Fees (providing such amount does not exceed $[…***…]), and the Escrow Fund Agent shall, within two (which amounts shall be added 2) Business Days of delivery of such notice, pay such amount by wire transfer to and be considered part of Parent in accordance with instructions provided by Parent to the Escrow Release Amount), less any required withholding of Taxes under applicable Law, Agent. At each time that amounts are to be released to the Company Securityholders from the Escrow Fund, the amounts due and distributable to the recipients of any Carve Out Payments shall be delivered by the Paying Agent to a designated Company payroll account (or otherwise as instructed by the Company) for further distribution to the Carve Out Participants, and the Company shall be entitled to effect any Tax withholdings required by law in accordance with their respective Pro Rata Portionsrespect of such amounts. If Prior to the calculation of the distribution of any withholding pursuant amounts so released, Employment Taxes thereon (calculated on an iterative basis) shall reduce the amount so distributed to applicable Law is required the Company Securityholders and recipients of any Carve Out Payments, and such Employment Taxes shall be deposited in connection with such payments, Parent or an account designated by the Surviving Corporation shall cooperate with the Securityholder Representative Committee to make such payments (and effect such withholding) through its or the Surviving Corporation’s payroll systemCompany.

Distribution of Escrow Fund. On Subject to the Initial Escrow Release Datefollowing requirements, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow AgreementFund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., instruct Atlanta Time, on the Escrow Agent to transfer (a) $9,000,000, minus (b) date seven days following the sum earlier of (i) all amounts distributed from eighteen (18) calendar months after the date of this Agreement and (ii) fifteen (15) calendar months following the Closing Date (the “Escrow Period”), and the Escrow Agent shall distribute the funds and shares of Parent Common Stock in the Escrow Fund on or prior to the Initial Escrow Release Date pursuant to Section 8.2(b), plus (ii) the aggregate amount of unsatisfied or disputed claims Exchange Agent for Losses made prior to the Initial Escrow Release Date, distribution to the Company Securityholders in accordance with their respective Pro Rata Portions. On within two Business Days following such termination; EXECUTION COPY provided, however, that the Escrow Termination Date, Parent and the Securityholder Representative Committee shall, Fund shall not terminate with respect to any amount in accordance respect of any unsatisfied claims specified in any Claims Certificate in connection with the terms of Section 8.2(a) delivered prior to the Escrow AgreementPeriod termination date with respect to facts and circumstances existing prior to the Expiration Date (“Unresolved Claims”), instruct and any such amount shall not be distributed to the Company Securityholders at such time. As soon as all Unresolved Claims have been resolved, the Escrow Agent to transfer (x) shall deliver the remainder remaining portion of the Escrow Fund, less if any, required to satisfy such Unresolved Claims, (yi) the aggregate amount of unsatisfied or disputed claims for Losses made prior first, to the Escrow Termination Date Stockholder Representative for any Stockholder Representative Expenses (the “Escrow Release Amount”as defined below), less any required withholding of Taxes under applicable Lawand (ii) second, to the Company Securityholders. Deliveries of the Escrow Amount out of the Escrow Fund to the Company Securityholders pursuant to this Section 8.7 shall be made in accordance with proportion to their respective Pro Rata Portions. As soon as all such unsatisfied or disputed claims have been resolved and fully paidPortions of the remaining amounts in the Escrow Fund, Parent and the Securityholder Representative Committee shall, in accordance with the terms amount delivered to each Company Securityholders rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up) of a cent or nearest whole share of Parent Common Stock, as applicable. Notwithstanding anything to the Escrow Agreementcontrary contained herein, instruct the Escrow Agent shall be entitled to transfer deduct and withhold from any Escrow Amount payable pursuant to this Agreement to any former holder of Company Capital Stock, or a Company Warrant such amounts remaining in as may be required to be deducted or withheld therefrom under any provision of federal, state, local or foreign tax Law or under any applicable legal requirement. To the Escrow Fund (which extent such amounts are so deducted or withheld, such amounts shall be added to and be considered part of the Escrow Release Amount), less any required withholding of Taxes under applicable Law, treated for all purposes as having been paid to the Company Securityholders in accordance with their respective Pro Rata Portions. If any withholding pursuant Person to applicable Law is required in connection with whom such payments, Parent or the Surviving Corporation shall cooperate with the Securityholder Representative Committee to make such payments (and effect such withholding) through its or the Surviving Corporation’s payroll systemamounts would otherwise have been paid.

Distribution of Escrow Fund. On Subject to the Initial Escrow Release Datefollowing requirements, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer (a) $9,000,000, minus (b) the sum of (i) all amounts distributed from the Escrow Fund shall be in existence immediately following the Closing until 11:59 p.m., Pacific Time, on or prior to the Initial Escrow Release Date pursuant to Section 8.2(b), plus (ii) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Initial Escrow Release Date, to the Company Securityholders in accordance with their respective Pro Rata Portions. On the Escrow Termination Date, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer (x) the remainder of the Escrow Fund, less (y) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Escrow Termination Survival Date (the “Escrow Release AmountPeriod”)) and the Escrow Agent shall, less any required withholding of Taxes under applicable Law, subject to the Company Securityholders terms hereof, promptly distribute the funds and shares then held in accordance the Escrow Fund to the Effective Time Stockholders following such termination; provided, however, that the Escrow Fund shall not terminate with their respective Pro Rata Portions. As respect to any amount necessary in the good faith, reasonable judgment of Parent to satisfy any unsatisfied claims specified in any Claim Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Stockholder Representative during the Escrow Period and any such amount shall not be distributed to the Effective Time Stockholders at such time; provided, further, that as soon as all such unsatisfied or disputed claims Unresolved Claims have been resolved and fully paidall amounts to which the Indemnified Parties are entitled have been distributed to the Indemnified Parties, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent shall promptly deliver to transfer any amounts the Effective Time Stockholders that portion of the remaining Escrow Fund, if any. Deliveries to Effective Time Stockholders pursuant to this Section 8.5 of Escrowed Shares remaining in the Escrow Fund (which amounts shall be added made to and the Effective Time Stockholder in whose name the Escrowed Shares were issued. Deliveries pursuant to this Section 8.5 of Escrowed Cash remaining in the Escrow Fund shall be considered part distributed on a pro rata basis to the Effective Time Stockholders in proportion to the amount of cash contributed to the Escrow Fund by each Effective Time Stockholder. The portion of the Escrow Release Amount), less any required withholding of Taxes under applicable Law, Fund payable to the Company Securityholders in accordance with their respective Pro Rata Portions. If any withholding pursuant to applicable Law is required in connection with each Effective Time Stockholder shall be released only after such payments, Parent or the Surviving Corporation shall cooperate Effective Time Stockholder has complied with the Securityholder Representative Committee to make such payments (and effect such withholding) through its or requirements for delivery of the Surviving Corporation’s payroll systemMerger Consideration provided in Section 2.9.

Distribution of Escrow Fund. On The Escrow Fund shall serve as collateral for the Initial Escrow Release Dateindemnity obligations of the Shareholders under the Acquisition Agreement. Any claim by ForeFront, Parent and or any other person entitled to indemnification under the Securityholder Representative Committee shall, Acquisition Agreement (herein an "indemnified person") for indemnification against the Shareholders shall be conducted in accordance with the terms of this Section 2.1. If ForeFront or any other such person shall have any claim against the Escrow AgreementShareholders, instruct it or such other person shall promptly give written notice thereof to the Escrow Agent and the Shareholders, including in such notice a brief description of the facts upon which such claims are based and the amount thereof. If the Shareholders object to transfer the allowance of any such claims, they shall give written notice to ForeFront and such person and the Escrow Agent within thirty days following receipt of notice of claim, advising it and the Escrow Agent that they do not consent to the delivery of any of the Escrow Funds out of escrow for application to such claims. If no such notice is timely provided by the Shareholders to ForeFront, such other person, if applicable, and the Escrow Agent, the Escrow Agent shall, within five business days after the expiration of the prior notice period, deliver to ForeFront out of escrow (i) that amount of the Cash Escrow as is necessary to satisfy the claim, and (ii) to the extent that all of the Cash Escrow has been exhausted, an amount equal to the lesser of: (a) the number of the Escrow Shares (in whole shares) equal to the amount of the claim or claims thus to be satisfied divided by $9,000,0006.9375 per share, minus or (b) all of the sum Escrow Shares. If the Shareholders advise ForeFront, or such other person, if applicable, and the Escrow Agent within the foregoing thirty day period that they object to such application of (i) all amounts distributed from the Escrow Fund on or prior to the Initial Escrow Release Date pursuant to Section 8.2(b)after a claim has been made, plus (ii) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Initial Escrow Release Date, to the Company Securityholders in accordance with their respective Pro Rata Portions. On the Escrow Termination Date, Parent Agent shall hold the Escrow Fund in escrow until the rights of the Shareholders and the Securityholder Representative Committee shall, ForeFront and such other person with respect thereto have been agreed upon or otherwise determined in accordance with the terms of this Agreement. Upon the Escrow anniversary date of this Agreement, instruct the Escrow Agent shall within 15 days following the receipt of written notice from the Shareholders, a copy of which notice shall be given to transfer ForeFront concurrent therewith, distribute to (xi) the remainder Shareholders all of the Cash Escrow remaining in the Escrow Fund, less (y) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Escrow Termination Date (the “Escrow Release Amount”), less any required withholding of Taxes under applicable Law, to the Company Securityholders in accordance with their respective Pro Rata Portions. As soon as all such unsatisfied or disputed claims have been resolved and fully paid, Parent and the Securityholder Representative Committee shall, in accordance with the terms applicable percentages specified on Exhibit A hereto, less the value of any pending claims then being asserted, and (ii) each Shareholder, or such other person as the Shareholder may designate in writing, all of the Escrow Shares originally deposited in the escrow for such Shareholders pursuant to Article 1 hereof, less any Escrow Shares previously delivered to ForeFront pursuant to this Section 2.1 and less the number of Escrow Shares (in whole shares) equal to the amount of any pending claims asserted by ForeFront divided by $6.9375 per share (after taking into account the amount of Cash Escrow remaining in the Escrow Fund), with the value of such pending claims determined in good faith by the Board of Directors of ForeFront, after taking into account such factors as the Board of Directors shall deem appropriate, provided that if the Shareholders do not agree with the Board of Directors' determination of the amount of any such pending claims, the amount of any such pending claim shall be finally determined in accordance with Section 2.3 of this Agreement, instruct and provided further, that in the event that ForeFront shall notify the Escrow Agent that it objects to transfer such release, then the dispute shall be resolved in accordance with Section 2.3. The Cash Escrow and Escrow Shares not so distributed pursuant to this Section 2.1 shall be retained in escrow by the Escrow Agent until all such pending claims are resolved; provided, that upon the disposition of any amounts such claims prior to the disposition of all such claims, the Escrow Agent shall deliver to the Shareholders such number of Escrow Shares (in whole shares) as is most nearly equal to the excess of the aggregate market value of the remaining Escrow Shares (determined as provided above) together with the amount of Cash Escrow then remaining in the Escrow Fund over the amount of the remaining aggregate claims as determined above. Any claims which (i) are disputed by the Shareholders and subsequently result in ForeFront or an indemnified person, and the Shareholders agreeing upon the resolution thereof, or which amounts are finally determined by arbitration as provided in Section 2.3 hereof, and (ii) result in ForeFront or such indemnified person incurring an expense which is subject to indemnification by the Shareholders, shall be added to and be considered part settled by delivery of such portion of the Cash Escrow Release Amount), less any required withholding of Taxes under applicable Law, and Escrow Shares to the Company Securityholders ForeFront in accordance with their respective Pro Rata Portions. If any withholding pursuant the provisions above, upon written evidence of such disposition or agreement provided to applicable Law is required in connection with such payments, Parent or the Surviving Corporation shall cooperate with the Securityholder Representative Committee to make such payments (and effect such withholding) through its or the Surviving Corporation’s payroll systemEscrow Agent.

Distribution of Escrow Fund. On Subject to the Initial following requirements, the Escrow Release Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., California time, on March 14, 2012 (the “Escrow Period”), and the Escrow Agent shall distribute the cash and other property in the Escrow Fund to the Company Stockholders following such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Claims Certificate in connection with Section 8.2(a) (“Unresolved Claims”) delivered prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Expiration Date, and any such amount shall not be distributed to the Company Stockholders at such time; provided, further, that on or prior to March 14, 2011 (the “Interim Escrow Disbursement Date”), the Stockholder Representative and Parent and the Securityholder Representative Committee shall, in accordance with the terms of shall deliver to the Escrow Agreement, instruct Agent a written memorandum executed by both parties instructing the Escrow Agent to transfer distribute to the Company Stockholders an amount of cash and other property in the Escrow Fund equal to Two Million Five Hundred Thousand Dollars (a$2,500,000) $9,000,000minus the aggregate amount released from the Escrow Fund and delivered to any Indemnified Parties in respect of Claim Certificates prior to the Interim Escrow Disbursement Date minus the aggregate amount of all Unresolved Claims as of the Interim Escrow Disbursement Date. As soon as any Unresolved Claim prior to the Interim Escrow Disbursement Date has been resolved, minus (b) the sum Stockholder Representative and Parent promptly shall deliver to the Escrow Agent a written memorandum executed by both parties instructing the Escrow Agent to deliver the remaining portion of the Escrow Fund, if any, that was held back as of the Interim Escrow Disbursement Date to satisfy such Unresolved Claim, to the Company Stockholders. As soon as any Unresolved Claim has been resolved after the Escrow Period termination date, the Stockholder Representative and Parent promptly shall deliver to the Escrow Agent a written memorandum executed by both parties instructing the Escrow Agent to deliver the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claim, (i) all first, to the Stockholder Representative for any Stockholder Representative Expenses (as defined below), and (ii) second, to the Company Stockholders. Deliveries of any cash or other property out of the Escrow Fund to the Company Stockholders pursuant to this Section 8.6 shall be made in proportion to their respective Pro Rata Portions of the remaining cash or other property in the Escrow Fund, with the cash amount delivered to each Company Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up) and the number of shares of Parent Common Stock delivered to each Company Stockholder rounded down to the nearest whole share; provided, that in no event shall any Company Stockholder who represents, warrants and certifies at such time that he, she or it is not an Accredited Investor receive any shares of Parent Common Stock, and in lieu thereof, such Company Stockholder shall receive an equivalent amount of cash from the Escrow Fund. Each share of Parent Common Stock distributed from the Escrow Fund on or prior shall be valued at the Distribution Price Per Share. Any other securities distributed from the Escrow Fund shall be valued at the fair market value of such security at the time of such distribution. Notwithstanding anything to the Initial Escrow Release Date pursuant to Section 8.2(b)contrary contained herein, plus (ii) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Initial Escrow Release Date, to the Company Securityholders in accordance with their respective Pro Rata Portions. On the Escrow Termination Date, Parent Agent shall be entitled to deduct and the Securityholder Representative Committee shall, in accordance with the terms withhold from any cash out of the Escrow AgreementFund payable pursuant to this Agreement to any Company Stockholder such amounts as it reasonably determines are required to be deducted or withheld therefrom under any provision of U.S. federal, instruct state, local or non-U.S. tax Law or under any applicable legal requirement. To the Escrow Agent to transfer (x) the remainder of the Escrow Fund, less (y) the aggregate amount of unsatisfied extent such amounts are so deducted or disputed claims for Losses made prior withheld and paid over to the Escrow Termination Date (the “Escrow Release Amount”)appropriate Governmental Entity, less any required withholding of Taxes under applicable Law, to the Company Securityholders in accordance with their respective Pro Rata Portions. As soon as all such unsatisfied or disputed claims have been resolved and fully paid, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer any amounts remaining in the Escrow Fund (which amounts shall be added to and be considered part of the Escrow Release Amount), less any required withholding of Taxes under applicable Law, treated for all purposes as having been paid to the Company Securityholders in accordance with their respective Pro Rata Portions. If any withholding pursuant Person to applicable Law is required in connection with whom such payments, Parent or the Surviving Corporation shall cooperate with the Securityholder Representative Committee to make such payments (and effect such withholding) through its or the Surviving Corporation’s payroll systemamounts would otherwise have been paid.