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

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 Closing Date and shall terminate at 5:00 p.m., California time on the Expiration Date date that is fifteen (15) months following the Closing Date, both such dates to be certified to the Escrow Agent in an Officer's Certificate (the “"Escrow Period”"); provided, however, that . That amount of the Escrow Period shall not terminate with respect to any amount which, Fund that is necessary in the reasonable judgment of ParentEUI, subject to the objection of the Member Representative Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 9.02(f8.2(f) hereof, is necessary to satisfy any unsatisfied claims (and reasonable legal and other fees) asserted prior to the termination of such Escrow Period as are specified in any Officer’s '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 Period, may be retained in the Escrow Fund after termination of such the 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 resolvedresolved as evidenced by the written memorandum of the Securityholder Agent and EUI, the Escrow Agent shall deliver to the Members BNI Shareholders the remaining portion of the Escrow Fund that is not required to satisfy such claims including all interest or other income earned by and related expenses. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent on prior to the termination of the Escrow Fund. Deliveries Period, upon termination of the Escrow Amounts Period, the Escrow Agent, without further authorization or instruction shall distribute the remainder of the Escrow Fund to the Members pursuant to this Section 9.02(c) shall be paid to the Members BNI Shareholders in accordance with the provisions of this Section 2.03(a)(iii) and the payment instructions set forth on Schedule I attached hereto8.2(b).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the The Escrow Fund shall be in existence immediately following the Closing Date and shall terminate at the end of twelve (12) months from the Closing date at 5:00 p.m., California time on the Expiration Date Time (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 Escrow Shares necessary to satisfy any then pending and unsatisfied claims. Any such claims shall be specified in any an Officer’s Certificate (as defined in paragraph (d) below) that has been prepared and delivered in good faith to the Escrow Agent on or anytime prior to termination the expiration of such the Escrow Period with respect to facts and circumstances existing prior to the termination expiration of such Escrow Period. On Following the Expiration Date, any amounts as to which expiration of the Escrow Period has expired shall be promptly paid out to the Members. As and as soon as all such claims have been resolved, the Escrow Agent shall deliver to the Members Sellers, upon receipt by the remaining Escrow Agent of written instructions from Representative regarding the distribution (including the number of Escrow Shares to be distributed to each Seller), the relevant portion of the Escrow Fund Fund, if any, to be distributed and not required to satisfy such claims including all interest or other income earned by (the “Remaining Portion”). Delivery of the Escrow Agent on the Escrow Fund. Deliveries of Escrow Amounts Shares to the Members Sellers pursuant to this Section 9.02(c) 6 shall be paid made in proportion to their respective Pro Rata Percentages of the Members in accordance with Section 2.03(a)(iii) and the payment instructions set forth on Schedule I attached heretoEscrow Fund.

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 Effective Time and shall terminate at 5:00 p.m., California time on the Expiration Date date that is one year following the Closing Date, both such dates to be certified to the Escrow Agent in an Officer's Certificate (the “"Escrow Period”); provided, however, ") immediately following the Effective Time. Such amount (or some portion thereof) that is necessary in 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 Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 9.02(f8.2(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 concerning facts and circumstances existing prior to the termination of such Escrow Period. On the Expiration Date, Period as are specified in any amounts as Officer's Certificate delivered to which the Escrow Period has expired shall Agent prior to termination of such Escrow Period, may be promptly paid out to retained in the MembersEscrow Fund after termination of the Escrow Period. As soon as all such claims have been resolvedresolved as evidenced by the written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the Members stockholders the remaining portion of the Escrow Fund that is not required to satisfy such claims. If no Officer's Certificate pertaining to unsatisfied claims including all interest or other income earned by is delivered to the Escrow Agent on prior to the termination of the Escrow Fund. Deliveries Period, upon termination of the Escrow Amounts Period, the Escrow Agent, without further authorization or instruction, shall distribute the remainder of the Escrow Fund to the Members pursuant to this Section 9.02(c) shall be paid to the Members stockholders in accordance with the provisions of this Section 2.03(a)(iii) and the payment instructions set forth on Schedule I attached hereto8.2(b).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be remain in existence immediately during the period following the Closing Date and shall terminate at 5:00 p.m., California time on the Expiration Date for twelve (12) months (the “Escrow Period”"ESCROW PERIOD"); provided, however, that . At the expiration of the Escrow Period a portion of the Escrow Fund shall not terminate with respect be released from Escrow to any the EPub Stockholders (other than Catalyst) 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 FV and its Affiliates pursuant to this Section 10 and (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable judgment of ParentFV, subject to the reasonable objection of the Member Representative Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 9.02(f10.2(f) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate (as defined in paragraph (d) below) that has been prepared and theretofore delivered in good faith to the Escrow Agent prior to termination the end 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 amount shall remain in the Escrow Period has expired Fund (and the Escrow Fund shall be promptly paid out to the Membersremain in existence) until such claims have been resolved. As soon as all such claims have been resolvedresolved (such resolution to be evidenced by the written agreement of FV and Agent (as defined below) or the written decision of the arbitrators as described in Section 10.2(f)), the Escrow Agent shall deliver to the Members EPub Stockholders (other than Catalyst) 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 Fundclaims. Deliveries of Escrow Amounts to the Members EPub Stockholders pursuant to this Section 9.02(c10.2(b) and Section 10.2(d)(iii) shall be paid made in proportion to their respective original contributions to the Members in accordance with Section 2.03(a)(iii) and Escrow Fund, as calculated by the payment instructions set forth on Schedule I attached heretoAgent (as defined below).

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 execution of this Agreement and shall terminate at 5:00 p.m.p.m. California time, California time on the Expiration date which is the second anniversary of the Closing Date (the “Escrow Period”); provided, however, provided that the Escrow Period shall not terminate with respect to any such 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, as 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 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 the termination of the Escrow Period. On At the Expiration Date, any amounts as to which end of the Escrow Period has expired any funds remaining in the Escrow Fund and not applied to Prospect Indemnifiable Damages (or set aside to pay claims existing prior to the end of the Escrow Period as described below) shall be promptly paid out distributed to the Membersshareholders of ProCare as determined by the Shareholder Representative and set forth in a letter delivered to the Escrow Agent (the “Remainder Escrow Fund Recipients”). As soon as all such claims have been resolvedDuring certain intervals in the Escrow Period, the Escrow Agent shall deliver to distribute portions of the Members the remaining portion of funds in 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 Remainder Escrow Fund Recipients in accordance with Section 2.03(a)(iii) terms and the payment instructions conditions set forth on Schedule I attached hereto.below:

Escrow Period; Distribution upon Termination of Escrow Period. (i) 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., California local time at Parent’s corporate headquarters in California, on the Expiration date ten (10) Business Days after the Survival Date (the “Escrow Period”), and the Escrow Agent shall release the shares in the Escrow Fund and cause the shares to be delivered to the Stockholders following such termination except as set forth below; provided, however, that the Escrow Period Fund shall not terminate with respect to any amount which, in reasonable judgment respect 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“Unresolved Claims”) below) that has been prepared and delivered in good faith to the Escrow Agent and the Stockholder Representative (or the Stockholder(s) in the event that indemnification is being sought hereunder directly from such Stockholder(s)) prior to termination of such the Escrow Period termination date with respect to facts and circumstances existing prior to the termination of such Escrow Period. On the Expiration Survival Date, and any amounts as to which the Escrow Period has expired such amount shall not be promptly paid out distributed to the MembersStockholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Members the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims including all interest or other income earned by the Escrow Agent on the Escrow FundUnresolved Claims. Deliveries of the Escrow Amounts Amount out of the Escrow Fund to the Members Stockholders pursuant to this Section 9.02(c7.4(d) shall be paid made in proportion to their respective Pro Rata Portions of the remaining shares in the Escrow Fund, with the amount delivered to each Stockholder rounded to the Members in accordance with Section 2.03(a)(iii) and the payment instructions set forth on Schedule I attached heretonearest whole number of shares of Parent Common Stock.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the General Escrow Fund shall be in existence immediately following the Closing Date date hereof and shall terminate at 5:00 p.m., p.m. (California time Time) on the Expiration Date date that is two years following the date hereof (the “"GENERAL ESCROW PERIOD"). The Employment Escrow Period”); provided, however, that Fund shall be in existence upon deposit with the Escrow Period Agent of the Employment Escrow Amount and shall not terminate with respect to any at 5:00 p.m. (California Time) on the date that is 180 days after the date hereof (the "EMPLOYMENT ESCROW PERIOD"). Such amount which, (or some portion thereof) that is necessary in the reasonable judgment of ParentPeregrine, subject to the objection of the Member Representative Seller Agent and the subsequent arbitration of the matter in the manner provided in Section 9.02(f1.3(f) hereof, is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of the applicable Escrow Period as are specified in any Officer’s '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 Period, may be retained in the applicable Escrow Fund after 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 any or all such claims have been resolved, as evidenced by a written memorandum of the Seller Agent and Peregrine, the Escrow Agent shall deliver to the Members Sellers the remaining portion of the applicable Escrow Fund that is not required to satisfy such claims. If no Officer's Certificate pertaining to unsatisfied claims including all interest or other income earned by is delivered to the Escrow Agent on prior to the termination of the applicable Escrow Period, upon termination of such Escrow Period, the Escrow Fund. Deliveries Agent, without further authorization or instruction, shall distribute the remainder of the applicable Escrow Amounts Fund to the Members pursuant to this Section 9.02(c) shall be paid to the Members Sellers in accordance with the provisions of this Section 2.03(a)(iii) and the payment instructions set forth on Schedule I attached hereto1.3(a).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be remain in existence immediately following until the earlier of the date that the first audit of the combined enterprises' financial statements for a thirty day period is completed or one year from the Closing Date and shall terminate at 5:00 p.m., California time on the Expiration Date (the “ESCROW PERIOD), subject to extension as set forth below. At the expiration of the Escrow Period”); provided, however, that the Escrow Period Fund shall not terminate with respect be released from escrow to any the Exchanging Shareholder entitled to receive the Transaction Consideration hereunder, in an amount equal to the entire initial Escrow Fund less an amount equal to the sum of (i) all amounts theretofore paid out of the Escrow Fund to SCM pursuant to this Article VII and (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable judgment of ParentSCM, subject to the objection of the Member Representative Shareholders' Agent and the subsequent arbitration of the matter in the manner provided in Section 9.02(f7.2(f) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate (as defined in paragraph (d) below) that has been prepared and Section 7.2(d), theretofore delivered in good faith to the Escrow Agent prior to termination the end 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 (which amount shall be promptly paid out remain in the Escrow Fund (and which shall cause the Escrow Fund to the Membersremain in existence) until such claims have been resolved). As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Members Exchanging Shareholder, 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 Fundclaims. Deliveries of Escrow Amounts to the Members Exchanging Shareholders pursuant to this Section 9.02(c7.2(b) shall be paid made according to the Members in accordance with Section 2.03(a)(iii) and the payment instructions set forth on Schedule I attached heretoeach holder's Proportionate Interest.

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 Effective Time and shall terminate at 5:00 p.m., p.m. (California time Time) on the Expiration Date date that is one year following the Closing Date, both such dates to be certified to the Escrow Agent in an Officer's Certificate (the “Escrow Period”"ESCROW PERIOD"); provided, however, . Such amount (or some portion thereof) that is necessary in 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 Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 9.02(f8.2(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 concerning facts and circumstances existing prior to the termination of such Escrow Period. On the Expiration Date, Period as are specified in any amounts as Officer's Certificate delivered to which the Escrow Period has expired shall Agent prior to termination of such Escrow Period, may be promptly paid out to retained in the MembersEscrow Fund after termination of the Escrow Period. As soon as any or all such claims have been resolvedresolved as evidenced by the written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the Members Company Stockholders the remaining portion of the Escrow Fund that is not required to satisfy such claims. If no Officer's Certificate pertaining to unsatisfied claims including all interest or other income earned by is delivered to the Escrow Agent on prior to the termination of the Escrow FundPeriod, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction, shall distribute the remainder of the Escrow Fund to the Company Stockholders in accordance with the provisions of this Section 8.2(b). Deliveries of Escrow Amounts to the Members Company Stockholders pursuant to this Section 9.02(c8.2(b) shall be paid made in proportion to their respective original contributions to the Members in accordance with Section 2.03(a)(iii) and the payment instructions Escrow Fund (as set forth on Schedule I EXHIBIT K 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 Closing Date and shall terminate at 5:00 p.m.p.m. (California Time) on July 31, California time on the Expiration Date 2002 (the “"Escrow Period”"); provided, however, that . Such amount (or some portion thereof) specified in the Escrow Period shall not terminate with respect to any amount which, in reasonable judgment of ParentOfficer's Certificate (as hereinafter defined), subject to the objection of the Member Representative a Disputed Claim (as such term is hereinafter defined) and the subsequent arbitration of the matter in the manner provided in Section 9.02(f1.3(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 Claims for Losses concerning facts and circumstances existing prior to the termination of such Escrow Period. On the Expiration Date, Period as are specified in any amounts as Officer's Certificate delivered to which the Escrow Period has expired shall Agent prior to termination of such Escrow Period, may be promptly paid out to retained in the MembersEscrow Fund after termination of the Escrow Period. As soon as any or all such claims Disputed Claims have been resolvedresolved as evidenced by a Memorandum (as hereinafter defined), the Escrow Agent shall instruct the transfer agent of the Escrow Shares to deliver to ** at his address set forth in the Members StarTool Agreement the remaining portion of the Escrow Fund that is not required to satisfy such claims including all interest or other income earned by Claims. If no Officer's Certificate pertaining to unsatisfied Claims for Losses is delivered to the Escrow Agent on prior to the termination of the Escrow FundPeriod, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction, shall instruct the transfer agent of the Escrow Shares to distribute the remainder of the Escrow Fund to ** at his address set forth in the StarTool Agreement in accordance with the provisions of this Section 1.3(b). Deliveries of Escrow Amounts Shares to the Members ** pursuant to this Section 9.02(c1.3(b) shall be paid made to the Members ** in accordance with Section 2.03(a)(iii) the provisions of this Agreement and in a manner consistent with the payment instructions set forth on Schedule I attached heretoprovisions of Article X of the StarTool Agreement.

Escrow Period; Distribution upon Termination of Escrow Period. (i) 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., California local time at Parent’s corporate headquarters in California, on the Expiration date five (5) business days after the one year anniversary of the Closing Date (the “Escrow Period”), and the Escrow Agent shall distribute the shares in the Escrow Fund to the Stockholders following such termination except as set forth below; provided, however, that the Escrow Period Fund shall not terminate with respect to any amount which, in reasonable judgment respect 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“Unresolved Claims”) below) that has been prepared and delivered in good faith to the Escrow Agent and the Stockholder Representative (or the Stockholder(s) in the event that indemnification is being sought hereunder directly from such Stockholder(s)) prior to termination of such the Escrow Period termination date with respect to facts and circumstances existing prior to the termination of such Escrow Period. On the Expiration Datedate, and any amounts as to which the Escrow Period has expired such amount shall not be promptly paid out distributed to the MembersStockholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Members the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims including all interest or other income earned by the Escrow Agent on the Escrow FundUnresolved Claims. Deliveries of the Escrow Amounts Amount out of the Escrow Fund to the Members Stockholders pursuant to this Section 9.02(c7.4(d) shall be paid made in proportion to their respective Pro Rata Portions of the remaining shares in the Escrow Fund, with the amount delivered to each Stockholder rounded to the Members in accordance with Section 2.03(a)(iii) and the payment instructions set forth on Schedule I attached heretonearest whole number of shares of Parent Common Stock.

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 Effective Time and shall terminate at 5:00 p.m., California local time at Parent’s corporate headquarters in California, on the Expiration date thirty (30) days after the Survival Date (the “Escrow Period”), and the Escrow Agent shall distribute the funds in the Escrow Fund to the Securityholders following such termination except as set forth below; provided, however, that the Escrow Period Fund shall not terminate with respect to any amount which, in reasonable judgment respect 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“Unresolved Claims”) below) that has been prepared and delivered in good faith to the Escrow Agent and the Shareholder Representative (or the Securityholder(s) in the event that indemnification is being sought hereunder directly from such Securityholder(s)) prior to termination of such the Escrow Period termination date with respect to facts and circumstances existing prior to the termination of such Escrow Period. On the Expiration Survival Date, and any amounts as to which the Escrow Period has expired such amount shall not be promptly paid out distributed to the MembersSecurityholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Members Securityholders the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims including all interest or other income earned by the Escrow Agent on the Escrow FundUnresolved Claims. Deliveries of the Escrow Amounts Amount out of the Escrow Fund to the Members Securityholders pursuant to this Section 9.02(c7.4(d) shall be paid made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund, with the amount delivered to each Securityholder rounded to the Members in accordance nearest one hundredth (0.01) of a dollar (with Section 2.03(a)(iii) amounts 0.005 and the payment instructions set forth on Schedule I attached heretoabove rounded up).

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 Effective Time and shall terminate at 5:00 p.m., California New York time on the Expiration Calculation Date (the “"Escrow Period”"); provided, however, . Such amount (or some portion thereof) that is ------------- necessary in 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 Merger Agent and the subsequent arbitration of the matter in the manner provided in Section 9.02(f8.2(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 concerning facts and circumstances existing prior to the termination of such Escrow Period. On the Expiration Date, Period as are specified in any amounts as Officer's Certificate delivered to which the Escrow Period has expired shall Agent prior to termination of such Escrow Period, may be promptly paid out to retained in the MembersEscrow Fund after termination of the Escrow Period. As soon as all such claims have been resolvedresolved as evidenced by the written memorandum of the Merger Agent and Parent, the Escrow Agent shall deliver to the Members Trust such portion of the balance of the Escrow Fund that is not required to satisfy such claims, as certified by the Trustee to represent the portion of the Merger Consideration payable to Delivered Securityholders and to the Transfer Agent the remaining portion of the Escrow Fund not required for the benefit of Undelivered Securityholders who are entitled to satisfy a portion of the Merger Consideration in such amounts as certified to the Transfer Agent by the Trustee. If no Officer's Certificate pertaining to unsatisfied claims including all interest or other income earned by is delivered to the Escrow Agent on prior to the termination of the Escrow Fund. Deliveries Period, upon termination of the Escrow Amounts to Period, the Members pursuant to this Section 9.02(c) Escrow Agent, without further authorization or instruction, shall be paid to distribute the Members remainder of the Escrow Fund as provided in accordance with Section 2.03(a)(iii) and the payment instructions set forth on Schedule I attached heretoprevious sentence.

Escrow Period; Distribution upon Termination of Escrow Period. (i) 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., California local time at Purchaser’s corporate headquarters in California, on the Expiration date thirty (30) days after the Survival Date (the “Escrow Period”), and the Escrow Agent shall distribute the shares in the Escrow Fund to the Scheme Shareholders following such termination except as set forth below; provided, however, that the Escrow Period Fund shall not terminate with respect to any amount which, in reasonable judgment respect 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“Unresolved Claims”) below) that has been prepared and delivered in good faith to the Escrow Agent and the Shareholder Representative (or the Shareholder(s) in the event that indemnification is being sought hereunder directly from such Scheme Shareholder(s)) prior to termination of such the Escrow Period termination date with respect to facts and circumstances existing prior to the termination of such Escrow Period. On the Expiration Survival Date, and any amounts as to which the Escrow Period has expired such amount shall not be promptly paid out distributed to the MembersScheme Shareholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver cause to be delivered to the Members Scheme Shareholders the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims including all interest or other income earned by the Escrow Agent on the Escrow FundUnresolved Claims. Deliveries of the Escrow Amounts Amount out of the Escrow Fund to the Members Shareholders pursuant to this Section 9.02(c7.5(d) shall be paid made in proportion to their respective Pro Rata Portions of the remaining shares in the Escrow Fund, with the amount delivered to each Scheme Shareholder rounded to the Members in accordance with Section 2.03(a)(iii) and the payment instructions set forth on Schedule I attached heretonearest whole number of shares of Purchaser Common Stock.

Escrow Period; Distribution upon Termination of Escrow Period. (i) 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., California time Pacific time, on the Expiration date one (1) Business Day after the Survival Date (the “Escrow Period”), and the Escrow Agent shall distribute the funds in the Escrow Fund to the Shareholders following such termination except as set forth below; provided, however, that the Escrow Period Fund shall not terminate with respect to any amount which, in reasonable judgment respect 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“Unresolved Claims”) below) that has been prepared and delivered in good faith to the Escrow Agent and the Shareholder Representative (or the Shareholder(s) in the event that indemnification is being sought hereunder directly from such Shareholder(s)) prior to termination of such the Escrow Period termination date with respect to facts and circumstances existing prior to the termination of such Escrow Period. On the Expiration Survival Date, and any amounts as to which the Escrow Period has expired such amount shall not be promptly paid out distributed to the MembersShareholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Members the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims including all interest or other income earned by the Escrow Agent on the Escrow FundUnresolved Claims. Deliveries of the Escrow Amounts Amount out of the Escrow Fund to the Members Shareholders pursuant to this Section 9.02(c7.4(d) shall be paid made in proportion to their respective Pro Rata Escrow Portions of the remaining amounts in the Escrow Fund, with the amount delivered to each Shareholder rounded to the Members in accordance nearest one hundredth (0.01) (with Section 2.03(a)(iii) amounts 0.005 and the payment instructions set forth on Schedule I attached heretoabove rounded up).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall will be in existence immediately following the Closing Date Effective Time and shall will terminate at 5:00 p.m., California time time, on the Expiration Date (the “Escrow Period”); provided, however, however that the Escrow Period will not terminate, and there 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 remain in the manner provided in Section 9.02(fEscrow Fund after the Escrow Period (i) hereof, such amount as is necessary to satisfy any unsatisfied claims Losses concerning facts and circumstances existing prior to the Expiration Date specified in any Officer’s Certificate (as defined hereinafter defined) delivered to the Escrow Agent and Securityholders Agent prior to the Expiration Date, (ii) such amount as Parent believes may be necessary to satisfy Existing Claims, specified in paragraph (d) below) that has been prepared and an Officer’s Certificate delivered in good faith by Parent 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 if such claims have been resolvedExisting Claims are not resolved by a final, the Escrow Agent shall deliver to the Members the binding and non-appealable arbitral or judicial determination or settlement, and (iii) $900,000, or such lesser amount remaining portion of in the Escrow Fund not required after amounts are withdrawn to satisfy such claims including all interest or other income earned by the Escrow Agent on the Escrow Fund. Deliveries of , shall remain in the Escrow Amounts Fund to satisfy any tax related matters, including, but not limited to, liabilities for back property taxes, sales taxes, federal and state employment related taxes and federal and state income taxes accrued prior to the Members pursuant to this Section 9.02(c) shall be paid Closing or as a result of actions that occurred prior to the Members Closing, as well as related interest, penalties and tax preparer fees (all such items covered by this clause (iii), collectively, “Tax Liabilities”). The types of claims specified in accordance with Section 2.03(a)(iiiclauses (i), (ii) and (iii) in the payment instructions set forth on Schedule I attached heretopreceding sentence for which amounts will remain in the Escrow Fund after the Escrow Period are referred to collectively as “Surviving Escrow Claims.”