Common use of Distribution of Escrow Fund Clause in Contracts

Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., local time at Purchaser’s corporate headquarters in California, on the date that is eighteen (18) months from the date upon which the Closing shall occur (the “Escrow Period”), and the Escrow Agent shall promptly distribute the funds remaining, if any, in the Escrow Fund to the Shareholder Representative Distribution Account following such termination including any accrued interest; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Representative and the Escrow Agent prior to the expiration of the Escrow Period with respect to facts and circumstances existing prior to the expiration of the Escrow Period, and any such amount shall not be distributed to the Sellers at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, that is not required to satisfy such Unresolved Claims. Deliveries of the remaining portion of the Escrow Fund to the Sellers pursuant to this Section 8.7 shall be made in proportion to their respective pro rata portions of the remaining amounts in the Escrow Fund (taking into account any amounts withdrawn for each Seller’s several liabilities), with the amount delivered to each Seller rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up).

Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at PurchaserParent’s corporate headquarters in California, on the date that is eighteen seven days following the twenty fourth (1824th) months from the date upon which calendar month anniversary of the Closing shall occur Date (the “Escrow Period”), and the Escrow Agent shall promptly distribute the funds remaining, if any, in the Escrow Fund to the Shareholder Representative Distribution Account Company Stockholders and Company Optionholders following such termination including any accrued interesttermination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Claims Certificate in connection with Sections 9.2(a) and 9.2(b) (“Unresolved Claims”) delivered to the Representative and the Escrow Agent prior to the expiration of the Escrow Period termination date with respect to facts and circumstances existing prior to the expiration of the Escrow PeriodExpiration Date, and any such amount shall not be distributed to the Sellers Company Stockholders and Company Optionholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, that is not required to satisfy such Unresolved Claims. Deliveries of the remaining portion Escrow Amount out of the Escrow Fund to the Sellers Company Stockholders and Company Optionholders pursuant to this Section 8.7 9.7 shall be made in proportion to their respective pro rata portions Pro Rata Portions of the remaining amounts in the Escrow Fund (taking into account any amounts withdrawn for each Seller’s several liabilities)Fund, with the amount delivered to each Seller Company Stockholder and Company Optionholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). Payments of the Escrow Amount to the holders of Company Options shall be less any applicable Taxes required to be withheld and shall be made no later than five years after the Effective Time in accordance with Proposed Regulation Section 1.409A-3(g)(5)(iv).

Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 until 11:59 p.m., local time at Purchaser’s corporate headquarters in CaliforniaPacific Time, on the date that is eighteen (18) months from the date upon which the Closing shall occur Claim Deadline Date (the “Escrow Period”), ) and the Escrow Agent shall shall, subject to the terms hereof, promptly distribute the funds remaining, if any, then held in the Escrow Fund to the Shareholder Representative Distribution Account Shareholders following such termination including any accrued interesttermination; provided, however, that the Escrow Fund shall not terminate with respect to any amount necessary in respect the good faith, reasonable judgment of Parent to satisfy any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Representative Escrow Agent and the Escrow Agent prior to the expiration of Shareholder Representative during the Escrow Period with respect to facts and circumstances existing prior to the expiration of the Escrow Period, and any such amount shall not be distributed to the Sellers Shareholders at such time. As ; provided that as soon as all such claims Unresolved Claims have been resolvedresolved and all amounts to which the Indemnified Parties are entitled have been distributed to the Indemnified Parties, the Escrow Agent shall promptly deliver to the remaining Shareholders that portion of the remaining Escrow Fund, if any, that is not required to satisfy such Unresolved Claims. Deliveries of the remaining portion of amounts held in the Escrow Fund to the Sellers Shareholders pursuant to this Section 8.7 8.5 shall be made in proportion to their respective pro rata portions Pro Rata Portions of the amounts remaining amounts in the Escrow Fund (taking into account any amounts withdrawn for each Seller’s several liabilities)Fund, with the amount delivered to each Seller Shareholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), it being understood that no amounts held in the Escrow Fund shall be distributed to the Founders.

Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., local time at Purchaser’s corporate headquarters in CaliforniaUtah time, on the date that is eighteen (18) months from the date upon which the Closing shall occur Expiration Date (the “Escrow Period”), and the Escrow Agent shall promptly promptly, but in any event within five (5) Business Days, distribute the funds remaining, if any, in the Escrow Fund to the Shareholder Representative Distribution Account Effective Time Company Stockholders following such termination including any accrued interesttermination; provided, however, that the Escrow Fund shall not terminate with respect to any amount necessary in respect the good faith, reasonable judgment of Parent to satisfy any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Representative Escrow Agent and the Escrow Agent Stockholder Representative prior to the expiration of the Escrow Period Expiration Date with respect to facts and circumstances existing prior to the expiration of the Escrow PeriodExpiration Date, and any such amount shall not be distributed to the Sellers Effective Time Company Stockholders at such time. As ; provided that as soon as any or all such claims Unresolved Claims have been resolved, the Escrow Agent shall promptly, but in any event within five (5) Business Days, deliver to the remaining Effective Time Company Stockholders that portion of the remaining Escrow Fund, if any, that is not required to satisfy any such other Unresolved Claims. Deliveries of the remaining portion Escrow Amount out of the Escrow Fund to the Sellers Effective Time Company Stockholders pursuant to this Section 8.7 shall be made in proportion to their respective pro rata portions Pro Rata Portions of the remaining amounts in the Escrow Fund (taking into account any amounts withdrawn for each Seller’s several liabilities)Fund, with the amount delivered to each Seller Company Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up).