Escrow Period; Distribution 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., California time on the Expiration Date (the “Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in reasonable judgment of Parent, subject to the objection of the Member Representative and the subsequent arbitration of the matter in the manner provided in Section 9.02(f) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate (as defined in paragraph (d) below) that has been prepared and delivered in good faith to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. On the Expiration Date, any amounts as to which the Escrow Period has expired shall be promptly paid out to the Members. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Members the remaining portion of the Escrow Fund not required to satisfy such claims including all interest or other income earned by the Escrow Agent on the Escrow Fund. Deliveries of Escrow Amounts to the Members pursuant to this Section 9.02(c) shall be paid to the Members in accordance with Section 2.03(a)(iii) and the payment instructions set forth on Schedule I attached hereto.
Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate on the eighteen-month anniversary of the Closing Date (such period being the “Escrow Period”); provided, however, that following the Closing Statement becoming final and binding on the parties in accordance with Section 2.10 and disbursement of funds in accordance with Section 8.3(e)(ii), if the Holdback Adjustment Amount was added to the Holdback Consideration, the Escrow Agent shall deliver to holders of Company Common Stock an amount equal to the Holdback Adjustment Amount minus any amounts paid to Parent from the Holdback Adjustment Amount (with it being understood, however, that in no event shall any distribution be made pursuant to this sentence to the extent that, at the time of such distribution or as a result of such distribution, the aggregate amount in the Escrow Fund is or would be less than the excess of (i) $20,000,000 (plus interest thereon from the Closing Date through and including the date of distribution) over (ii) the portion of the Holdback Consideration released from the Escrow Fund to Buyer Indemnified Persons prior to the date of distribution as a result of claims for indemnification pursuant to Sections 8.2(a)(i), 8.2(a)(ii) or 8.2(a)(iii)); provided, further, however, that the Escrow Period shall not terminate with respect to any amount of an unsatisfied claim specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice (each, as defined below) delivered to the Escrow Agent prior to termination of such Escrow Period. The Escrow Funds not subject to unsatisfied claims as contemplated by this Section 8.3 (the “Remaining Holdback Consideration”) shall be delivered to the holders of the Company Common Stock upon the termination of the Escrow Period. As soon after the date for release of any portion of the Holdback Consideration as any such claims have been resolved, the Escrow Agent shall deliver to holders of Company Common Stock the remaining portion, if any, of the Escrow Fund not required to satisfy any claims then pending as additional Holdback Consideration. Each holder of Company Common Stock shall be entitled to his, her or its Pro Rata Share of any distribution made to holders of Company Common Stock pursuant to this Section 8.3(b); provided that notwithstanding anything herein to the contrary, the Stockholder Representative, pursuant ...
Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence during the period following the Closing until the first anniversary of the Effective Time of the Merger (the "ESCROW PERIOD"). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to the Company Shareholders in an amount equal to the Escrow Amount less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Parent and the other Indemnified Persons pursuant to this SECTION 10 and (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable judgment of Parent, subject to the reasonable objection of the Shareholder Agent and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(F) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to the end of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved (such resolution to be evidenced by the written agreement of Parent and the Shareholder Agent or the written decision of the arbitrators as described in SECTION 10.2(F)), the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Indemnified Persons or to Company Shareholders pursuant to this SECTION 10.2(B) and SECTION 10.2(d)(iii) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Shareholder Agent and delivered to the Escrow Agent in writing.
Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence as of the Closing and shall terminate at 11:59 p.m., local time, on the sixth (6th) month anniversary after the Closing Date with respect to Fifty (50%) percent of the Escrow Fund, and the balance of the Escrow Fund shall terminate at 11:59 P.M., local time twelve (12) months after the Closing Date (the “Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to 100% of the amount of any unsatisfied claims specified in any Officer’s Certificate delivered in good faith prior to the respective expiration date with respect to facts and circumstances existing prior to the Expiration Date (each, an “Unresolved Claim”). As soon as an Unresolved Claim has been resolved (whether by settlement, other agreement or Order), Stratus shall forthwith deliver to the Holder Representative for distribution, to and in the names of those Persons designated by the Holder Representative, the portion of the Escrow Shares, if any, not required to satisfy other Unresolved Claims. For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any executive officer of Stratus and delivered to the Holder Representative: (1) stating that Stratus has paid, incurred, sustained or accrued, or reasonably anticipates that it will have to pay, incur, sustain or accrue Losses, and (2) specifying in as much detail as then exists the individual items of Losses included in the amount so stated, the date each such item was paid, incurred, sustained or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.
Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Eastern Time, on the Expiration Date (the “Escrow Period”); provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary, in the reasonable judgment of Parent and subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 10.02(g) hereof, to satisfy any unsatisfied Losses concerning facts and circumstances existing prior to the termination of the Escrow Period specified in any Officer’s Certificate delivered to the Escrow Agent prior to termination of the Escrow Period. As soon as any such Loss has been resolved, the Escrow Agent shall deliver to the Securityholders the remaining portion of the Escrow Fund not required to satisfy any other such unresolved Loss. Deliveries of amounts from the Escrow Fund to the Securityholders pursuant to this Section 10.02(b) shall be made in their respective Pro Rata Share of the amount being distributed from the Escrow Fund, provided that Parent may elect, in its discretion, to pay all Option Holders directly.
Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate on the twelve (12) month anniversary of the Closing Date (the “Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to any amount which is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate(s) delivered to Seller and the escrow agent prior to the end of the Escrow Period with respect to facts and circumstances existing prior to such time as specified further in the Escrow Agreement. As soon as all such claims have been resolved, the escrow agent shall deliver to Seller the remaining portion of the Escrow Fund, if any, not required to satisfy such claims.
Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., P.S.T. on the Expiration Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in reasonable judgement of Parent, subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.02(g) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate (as defined in paragraph (d) below) delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Stockholders pursuant to this Section 8.02(c) shall be made in proportion to their respective original contributions to the Escrow Fund.
Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Account shall be in existence immediately following the Closing and shall terminate at the conclusion of the Escrow Period whereupon, subject to the immediately following provision, all funds in the Escrow Account shall immediately be delivered to Seller; provided however, that if at the conclusion of the Escrow Period there is pending an unresolved bona fide claim by Buyer for indemnification under Section 8.3(a) which claim was brought in an Officer's Indemnification Certificate of Buyer that was delivered to Seller and the Escrow Agent prior to the expiration of the Escrow Period in accordance with this Section 8, then a portion of the Escrow Amount equal to the amount of Loss claimed in good faith by Buyer in such Officer's Indemnification Certificate shall remain in the Escrow Account until such indemnification claim of Buyer has been satisfied or resolved in accordance with the provisions of this Section 8. Notwithstanding the foregoing, any funds, including interest thereon, in the Escrow Account which are not the subject of a pending indemnification claim for Loss at the end of the Escrow Period shall be paid to Seller immediately upon expiration of the Escrow Period. After the expiration of the Escrow Period, as soon as all pending claims have been resolved, the Escrow Agent shall deliver to Seller the remaining portion of the Escrow Account not required to satisfy outstanding claims for Losses.
Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m. (San Francisco Time) on the Escrow Termination Date (the "Escrow Period"); provided, however, that the ------------- Escrow Period shall not terminate with respect to any portion of the Escrow Fund which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's Certificate timely delivered to the Escrow Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved and all Third Party Expenses have been paid pursuant to Section 5.4 hereof, the Escrow Agent shall deliver to the Shareholders the remaining portion of the Escrow Fund, if any, not required to satisfy such claims and Third Party Expenses. Deliveries of Escrow Amounts to the Shareholders shall be made in proportion to their respective contributions to the Escrow Fund.
Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific time, on the thirtieth (30th) day after the Expiration Date (the “Escrow Period”). Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 7.2(g) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer’s Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Principal Stockholder the remaining portion of the Escrow Fund and not required to satisfy such claims.
