Common use of Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period Clause in Contracts

Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date and shall terminate at 5:00 p.m., Pacific Time, on the first anniversary of the Closing Date (the "Escrow Period"); and all amounts remaining in the Escrow Fund shall be distributed upon termination of the Escrow Period as set forth in the last sentence of this Section 8.2(c); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary in the reasonable judgment of Buyer, subject to the objection of Seller and the subsequent arbitration of the matter in the manner as provided in Section 8.2(g), to satisfy any unsatisfied claims under this Section 8.2 concerning facts and circumstances existing prior to the termination of such Escrow Period which claims are specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims, if any, have been resolved, the Escrow Agent shall promptly deliver to Seller the remaining portion of the Escrow Fund not required to satisfy such claims at the address set forth in Section 8.3 hereof (or at such other address for Seller as shall be later specified in accordance with provisions of Section 8.3 hereof.)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Neomagic Corp), Asset Purchase Agreement (Neomagic Corp)

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Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date Effective Time and shall terminate at 5:00 p.m., 11:59 p.m. Pacific Time, Time on the first anniversary of the Closing Expiration Date (the "period of time from the Effective Time through and including 11:59 p.m. Pacific Time on the Expiration Date is referred to herein as the “Escrow Period"); , and all amounts property thereafter remaining in the Escrow Fund shall be distributed upon termination of the Escrow Period as set forth in the last sentence of this Section 8.2(c7.2(d); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is as may be necessary in the reasonable good faith judgment of BuyerPurchaser, subject to the objection of Seller and the subsequent arbitration of the matter in the manner as provided in Section 8.2(g7.2(h), to satisfy any unsatisfied claims under this Section 8.2 7.2 concerning facts and circumstances existing prior to the termination of such the Escrow Period which claims are specified in any Officer's ’s Certificate delivered to the Escrow Agent prior to termination of such the Escrow Period. As soon as Promptly after all such claims, if any, have been resolved, Purchaser and Seller shall cause the Escrow Agent shall promptly to deliver to Seller the remaining portion of the Escrow Fund not required to satisfy such claims at the address set forth in Section 8.3 hereof (or at such other address for Seller as shall be later specified in accordance with provisions of Section 8.3 hereofclaims.)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Advanced Micro Devices Inc), Asset Purchase Agreement (Broadcom Corp)

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