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 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 to the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the Pro Rata Share of any distribution of the Escrow Fund to which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled in accordance with the terms of the Escrow Distribution Instructions.

Escrow Period; Distribution upon Termination of Escrow Period. Subject Within 45 days following April 30, 2003 (the "Release Date"), the number of Escrow Shares that shall be released from escrow and delivered to the Sellers shall be determined as follows: if CaptureQuest attains gross revenue of $4,000,000 ("Benchmark Revenue") and net income (before corporate allocation) of $1,000,000 ("Benchmark Income") during the 12-month period following requirementsthe Effective Date (the "Escrow Period"), all Escrow Shares shall be delivered to the Sellers; however, if the Company is unable to achieve Benchmark Revenue or Benchmark Income during such 12-month period, the number of Escrow Shares released from escrow to Sellers on the Release Date shall be equal to the product of all Escrow Shares multiplied by the average of the ratio of actual gross revenue to Benchmark Revenue and the ratio of actual net income to Benchmark Income. Regardless of whether Benchmark Revenue or Benchmark Income is attained, the percentage of the Escrow Shares released from escrow on the Release Date to which each individual Seller is entitled is set forth on Schedule 1.1(a)(ii). At such time and upon certification by Category 5 of attainment of the revenue and net income targets, the Escrow Fund shall be in existence immediately following the Effective Time and Period shall terminate on the eighteen-month anniversary with respect to all of the Closing Date (such period being Escrow Fund and the “Escrow Period”)Agent shall promptly distribute the remaining portion of the Escrow Fund, if any, to the Shareholders; provided, however, that following the Closing Statement becoming final and binding on the parties in accordance with Section 2.10 and disbursement amount 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 which in the excess reasonable judgment of (i) $20,000,000 (plus interest thereon from the Closing Date through and including the date of distribution) over (ii) the portion Category 5, subject to objection of the Holdback Consideration released from Representative and the Escrow Fund subsequent arbitration of the matter in the manner provided in Section 7 hereof, is necessary to Buyer Indemnified Persons prior to the date of distribution as a result of satisfy any unsatisfied 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 's Certificate (each, as defined belowhereafter defined) delivered to the Escrow Agent and the Representative with respect to facts and circumstances existing 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 release and termination of the Escrow Period, shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon after the date for release of any portion of the Holdback Consideration as any all such claims have been resolved, the Escrow Agent shall deliver to holders of Company Common Stock the Shareholders all Escrow Shares remaining portion, if any, of in the Escrow Fund and not required to satisfy any claims then pending as additional Holdback Considerationsuch claims. Each holder Deliveries of Company Common Stock shall be entitled Escrow Shares to his, her or its Pro Rata Share of any distribution made to holders of Company Common Stock the Shareholders pursuant to this Section 8.3(b); provided that notwithstanding anything herein 6 shall be made in proportion to the contrary, the Stockholder Representative, pursuant to the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the Pro Rata Share of any distribution of the Escrow Fund to which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled in accordance with the terms of the Escrow Distribution InstructionsProportionate Stock Interests.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the The Escrow Fund shall be remain in existence immediately following the Effective Time and shall terminate on the eighteen-month anniversary of two (2) years after the Closing Date (such period being the “"Escrow Period”"). At the close of business on the date the Escrow Period terminates (the "Termination Date"), the Escrow Period shall terminate with respect to all of the Escrow Fund; provided, however, that following the Closing Statement becoming final and binding on the parties in accordance with Section 2.10 and disbursement amount 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 which in 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 reasonable judgment of the Holdback Consideration released from Special Committee of the Escrow Fund to Buyer Indemnified Persons prior to Board of Directors of CBT formed in connection with the date of distribution as a result of claims for indemnification pursuant to Sections 8.2(a)(iShare Exchange (the "Special Committee"), 8.2(a)(ii) or 8.2(a)(iii)); providedsubject to objection of the Representative and the subsequent arbitration of the matter in the manner provided in Section 7 hereof, further, however, that the Escrow Period shall not terminate with respect is necessary to satisfy any amount of an unsatisfied claim CBT Indemnifiable Claim specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice 's Certificate (each, as defined belowhereafter defined) delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to the 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 remain in the Escrow PeriodFund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon after the date for release of any portion of the Holdback Consideration as any all such claims have been resolved, the Escrow Agent shall deliver to holders of Company Common Stock the Shareholders all Escrow Shares remaining portion, if any, of in the Escrow Fund and not required to satisfy any claims then pending as additional Holdback Considerationsuch claims. Each holder Any delivery 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 Escrow Shares pursuant to this Section 8.3(b); provided 6 shall be of full shares, and the Escrow Agent shall sell the number of Escrow Shares that notwithstanding anything herein shall equal the aggregate of all fractions to which the contrary, Shareholders would otherwise be entitled. The Escrow Agent shall distribute the Stockholder Representative, remaining Escrow Shares and the proceeds of such sale to each Shareholders as is pro rata to his or her proportional ownership in the KnowledgeWell Shares sold to CBT pursuant to the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company Share Purchase Agreement; provided that, in its capacity as if a holder of Company Common Stock, the Pro Rata Share of any distribution of the Escrow Fund to which the Stockholder Representative, in its capacity as Shareholder shall have been severally and not jointly liable for a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled in accordance with CBT Indemnifiable Claim under the terms of the Share Purchase Agreement, such Shareholder's pro rata distribution of Escrow Distribution InstructionsShares shall be appropriately reduced.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Parent Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Texas time, on the eighteen-month anniversary of the Closing Expiration Date (such period being the “"Escrow Period”"); provided, however, that following . On the Closing Statement becoming final Expiration Date any remaining cash and binding on shares comprising 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 less any Loss shall 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 Parent Escrow Fund and distributed to Buyer Indemnified Persons the Target Stockholders and those individuals who have on or prior to the date of distribution as a result of claims for indemnification pursuant to Sections 8.2(a)(iExpiration Date exercised the Target Options assumed by Parent (the "Escrow Release"). Notwithstanding the above, 8.2(a)(ii) or 8.2(a)(iii)); provided, further, however, that no Escrow Release shall occur and the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary in the reasonable judgment of Parent, subject to the objection of the Representative and the subsequent arbitration of the matter in the manner provided in Section 9.02(f) hereof, to satisfy any amount unsatisfied claims concerning facts and circumstances existing prior to the contemplated date of an unsatisfied claim the Escrow Release or the termination of the Escrow Period, as the case may be, each as specified in any Parent an Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice (each, as defined below) 's Certificate delivered to the Escrow Agent prior to termination the contemplated date of such an 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 Release or termination of the Escrow Period, as appropriate. As soon after the date for release of any portion of the Holdback Consideration as any all such claims have been resolved, the Escrow Agent shall deliver to holders the Target Stockholders the amount which is subject to an Escrow Release or at the end of Company Common Stock the Escrow Period, as appropriate the remaining portion, if any, portion of the Parent Escrow Fund not required to satisfy any claims then pending as additional Holdback Considerationsuch claims. 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 Deliveries pursuant to this Section 8.3(b); provided that notwithstanding anything herein to 9.02(b) of cash from the contrary, the Stockholder Representative, pursuant to the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the Pro Rata Share of any distribution of the Parent Escrow Fund to which the Stockholder Representative, in its capacity as a holder Target Stockholders and shares of Company Parent Common Stock, is entitled shall instead be paid to Stock from the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any portion of the Parent Escrow Fund to which those individuals who have exercised Target Options between the Stockholder Representative is otherwise entitled Effective Time and the Expiration Date shall be made in accordance with proportion to their respective original contributions to the terms of the Parent Escrow Distribution InstructionsFund.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirementsAt 5:00 p.m., the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate local time on the eighteen-month anniversary of the Closing Survival Date (such period being the “Escrow Period”), the Escrow Agent shall distribute or cause to be distributed, the remaining portion of the Escrow Amount, if any, to the Indemnifying Parties; 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 will not terminate with respect to the amount reasonably necessary to serve as security (which, with respect to any Third Party Claim, shall be no less than the amount of an unsatisfied claim claimed by the third party claimant in the Third Party Claim) for any then unresolved claims specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice Certificate (each, as defined below“Unresolved Claims”) delivered to the Escrow Agent and Stockholder Representative prior to the Escrow Period termination of such Escrow Period. The Escrow Funds not subject date with respect to unsatisfied claims as contemplated by this Section 8.3 (the “Remaining Holdback Consideration”) shall be delivered facts and circumstances existing prior to the holders of Survival Date, and any such amount shall not be distributed to the Company Common Stock upon the termination of the Escrow PeriodIndemnifying Parties at such time. As soon after the date for release of any portion of the Holdback Consideration as any such claims have been each Unresolved Claim is resolved, the Escrow Agent shall deliver to holders of Company Common Stock the Indemnifying Parties the remaining portionportion of the Escrow Amount, if any, of the Escrow Fund not required to satisfy any claims then pending as additional Holdback Considerationremaining Unresolved Claims. Each holder Deliveries of Company Common Stock shall be entitled the remaining portion of the Escrow Amount to his, her or its Pro Rata Share of any distribution made to holders of Company Common Stock the Indemnifying Parties pursuant to this Section 8.3(b); provided that notwithstanding anything herein 7.5(b) shall be made in proportion to the contrary, the Stockholder Representative, pursuant to the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the their respective Pro Rata Share of any distribution Portions of the Escrow Fund to which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any remaining portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled in accordance Amount, if any, with the terms amount delivered to each Indemnifying Party rounded to the nearest whole share (with a fractional share of 0.5 and above rounded up), and with the proportion of Escrow Cash and Escrow Stock distributed in such release to each Indemnifying Person adjusted to ensure that any Indemnifying Party who is an Unaccredited Stockholder receives the Pro Rata Portion of the remaining portion of the Escrow Distribution InstructionsAmount attributable to such Unaccredited Stockholder exclusively in cash (but excluding any adjustment for, and any Indemnifying Party who is an Unaccredited Stockholder shall not receive any portion of, any cash proceeds resulting from a sale of Escrow Shares pursuant to Section 7.8(e)).

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 Completion until the Effective Time and shall terminate on the eighteen-month one year anniversary of the Closing Completion Date (such period being the “"Escrow Period”"); provided. At the expiration of the Escrow Period, 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 upon written notice 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 Purchaser and the Escrow Depositor Agent setting forth such number of Escrow Shares to be made pursuant to this sentence to released and the extent that, at the time allocation of such distribution or as a result Escrow Shares, such portion of such distribution, the aggregate amount in the Escrow Fund is or would shall 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 the Escrow Depositors in an amount equal to the date Escrow Fund less an amount equal to the sum of distribution as a result (i) all amounts theretofore distributed out of claims for indemnification the Escrow Fund to the Purchaser pursuant to Sections 8.2(a)(i), 8.2(a)(iiclause 5 and clause13 and (ii) or 8.2(a)(iii)); provided, further, however, that an amount equal to such portion of the Escrow Period shall not terminate with respect Fund which, in the reasonable judgement of the Purchaser, subject to the reasonable objection of the Escrow Depositor Agent and the subsequent arbitration of the matter in the manner provided in this schedule 7, is necessary to satisfy any amount of an unsatisfied claim claims specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice 's Certificate (each, as defined belowhereinafter defined) theretofore 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 end of the Escrow Period. As soon after , which amount shall remain in the date for release of any portion of Escrow Fund (and the Holdback Consideration as any 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 the Purchaser and the Escrow Depositor Agent or the written decision of the arbitrators as described in paragraph 7.2 of this schedule 7) the Escrow Agent shall deliver to holders of Company Common Stock the Escrow Depositors the remaining portion, if any, portion of the Escrow Fund not required to satisfy any claims then pending as additional Holdback Considerationsuch claims. Each holder Deliveries of Company Common Stock shall be entitled amounts from the Escrow Account to his, her the Purchaser or its Pro Rata Share of any distribution made to holders of Company Common Stock the Escrow Depositors pursuant to this Section 8.3(b); provided that notwithstanding anything herein to the contrary, the Stockholder Representative, pursuant paragraph 3 shall be applied to the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the Pro Rata Share of any distribution of the Escrow Fund to which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee Depositors in the Escrow Distribution Instructions Relevant Proportions; provided such Relevant Proportions and the Stockholder Representative shall (without regard all relevant information relating thereto have been previously delivered in writing to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled in accordance with the terms of the Escrow Distribution Instructions.

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., local time, on the eighteen-month anniversary of the Closing Survival 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 i) the Escrow Fund is or would be less than with respect to the excess of (i) $20,000,000 (plus interest thereon from the Closing Date through Sales Tax Escrow Amount shall terminate as set forth on Schedule 7.2, 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 which, in the reasonable judgment of an Parent, subject to the good faith objection of the Stockholder Representative, is necessary to satisfy any unsatisfied claim claims specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice (each, as defined below) Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. The Escrow Funds not subject the Survival Date with respect to unsatisfied claims as contemplated by this Section 8.3 (the “Remaining Holdback Consideration”) shall be delivered facts and circumstances existing prior to the holders of the Company Common Stock upon the termination of the Escrow PeriodSurvival Date. As soon after the date for release of any portion of the Holdback Consideration as any all such claims have been resolved, resolved (other than claims for any Losses related to the matters set forth on Schedule 7.2) the Escrow Agent shall deliver to holders of the Company Common Stock Stockholders the remaining portionportion of the Escrow Fund (other than the Sales Tax Escrow Amount), if any, of the Escrow Fund not required to satisfy any claims then pending as additional Holdback Considerationsuch claims. Each holder Deliveries 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 to the Escrow Distribution Instructions, instructs Amount (including the Sales Tax Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the Pro Rata Share of any distribution Amount) out of the Escrow Fund to which the Stockholder Representative, former Company Stockholders pursuant to this Section 7.3(c) shall be made in its capacity as a holder of Company Common Stock, is entitled shall instead be paid proportion to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for Allocable Portions; provided, however, that any distribution of any portion of cash contributed to the Escrow Fund to which by former Company Stockholders who formerly held Dissenting Shares, (resulting in the Stockholder Representative is otherwise entitled in accordance with the terms reallocation of the Pro Rata Escrow Distribution InstructionsPortions as a result of Dissenting Shares ceasing to be Dissenting Shares pursuant to the definition of “Pro Rata Escrow Portion”) and any amounts payable in respect of Dissenting Share Shortfalls pursuant to Section 1.7(d) hereof shall be distributed to the former Company Stockholders who never held Dissenting Shares on the six month anniversary of the Closing Date in proportion to the respective Pro Rata Escrow Portions of such former Company Stockholders (relative to each other).

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 automatically terminate at 11:59 p.m. (ET) on the eighteen-month anniversary of the Closing Tax Survival Date (such period being the “Escrow Period”); provided, however, that . Promptly 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 ConsiderationSurvival Date, the Escrow Agent shall deliver distribute to holders of Company Common Stock the Escrow Participants in accordance with their respective Pro Rata Portions, an aggregate amount equal to (i) $4,400,000 minus (ii) the Holdback Adjustment Amount minus sum of (A) any amounts paid by the Escrow Agent to Parent from the Holdback Adjustment Amount (with it being understood, however, that in no event shall any distribution be made Escrow Fund on or prior to the Survival Date pursuant to this sentence Section 6.3 and (B) an amount sufficient to cover all outstanding and unpaid indemnification claims that are subject to Officer’s Certificates (as defined in Section 6.4(b)) delivered to the extent that, at Escrow Agent and the time of such distribution Stockholder Representative in accordance with the terms hereof on or as a result of such distributionbefore 11:59 p.m. (ET) on the Survival Date (whether disputed or undisputed). Promptly following the Extended Survival Date, the Escrow Agent shall distribute to the Escrow Participants in accordance with their respective Pro Rata Portions, an aggregate amount in the Escrow Fund is or would be less than the excess of equal to (i) $20,000,000 (plus interest thereon from the Closing Date through and including the date of distribution) over 1,000,000 minus (ii) the portion sum of (A) any amounts paid by the Holdback Consideration released Escrow Agent to Parent from the Escrow Fund to Buyer Indemnified Persons on or prior to the date of distribution as a result of claims for indemnification Extended Survival Date pursuant to Sections 8.2(a)(ithis Section 6.3 (excluding any amounts that were previously deducted from the $4,400,000 that was distributable to the Escrow Participants following the Survival Date) and (B) an amount sufficient to cover all outstanding and unpaid indemnification claims that are subject to Officer’s Certificates delivered to the Escrow Agent and the Stockholder Representative in accordance with the terms hereof on or before 11:59 p.m. (ET) on the Extended Survival Date (whether disputed or undisputed). Promptly following the Tax Survival Date, 8.2(a)(ii) or 8.2(a)(iii))the Escrow Agent shall distribute any amounts remaining in the Escrow Fund, including accrued income earned on the Escrow Fund, to the Escrow Participants in accordance with their respective Pro Rata Portions; provided, further, however, that the Escrow Period shall not terminate (and the Escrow Agent shall not make a distribution) with respect to any amount which, in the reasonable judgment of an Parent, is or may be necessary to satisfy any unsatisfied claim claims specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice (each, as defined below) Certificate delivered to the Escrow Agent and the Stockholder Representative prior to termination of such Escrow Period. The Escrow Funds not subject to unsatisfied claims as contemplated by this Section 8.3 11:59 p.m. (ET) on the “Remaining Holdback Consideration”) shall be delivered to the holders of the Company Common Stock upon the termination of the Escrow PeriodTax Survival Date. As soon after the date for release of any portion of the Holdback Consideration as any such claims have been resolvedresolved in accordance with Section 6.4(d), the Escrow Agent shall deliver to holders of Company Common Stock the remaining portion, if any, portion of the Escrow Fund not required to satisfy any such 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 to the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder Participants. Deliveries of Company Common Stock, the Pro Rata Share of any distribution amounts out of the Escrow Fund to the Escrow Participants pursuant to this Section 6.3(c) shall be made in proportion to their respective Pro Rata Portions of the remaining Escrow Fund, with the amount of cash delivered to each Escrow Participant rounded down to the nearest cent. Any distribution of all or a portion of the cash in the Escrow Fund to the Escrow Participants shall be made by delivery of payment by check to each such Escrow Participant equal to the amount of cash being distributed, allocated among the Escrow Participants based on their Pro Rata Portion of the Escrow Amount, and mailed by first class mail to such Escrow Participants’ address as set forth on the schedule delivered to the Escrow Agent at Closing (or to such other address as any such Escrow Participant may have previously instructed the Escrow Agent in writing). Any distribution of all or a portion of the cash in the Escrow Fund to Escrow Participants who are Optionholders or SAR holders on the schedule delivered to the Escrow Agent at Closing shall be made by remitting such payment to Parent, and Parent shall pay such amounts to the respective Optionholders or SAR holders, as applicable, less any required federal and state withholding taxes, which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled Parent shall instead cause to be paid to the designees of applicable taxing authorities and which shall be treated for all other purposes under this Agreement as distributed to the Stockholder Representative Optionholders or SAR holders, as applicable. The Escrow Agent shall have no liability for the percentage of actions or omissions of, or any such distribution set forth for such designee in delay on the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Subpart of, the Company and their respective Affiliates for any distribution of any portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled Parent in accordance connection with the terms of the Escrow Distribution Instructionsforegoing.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the General Escrow Fund shall be in existence immediately following the Effective Time and shall terminate on the eighteen-month anniversary of the Closing Expiration Date (such period being the “"General 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 General Escrow Period shall not terminate (i) until one (1) year after the Closing Date (the "Proprietary Rights Period") with respect to the matters described under 9.2(a)(iii), (ii) with respect to any amount up to the Proprietary Rights Amount which, in the reasonable judgment of an Parent, subject to the objection of the Stockholder Representative (as defined in Section 9.3 below), is necessary to satisfy any unsatisfied claim claims with respect to matters described under 9.2(a)(iii), specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice (each, as defined below) 's Certificate delivered to the Escrow Agent prior to termination of such Escrow Proprietary Rights Period with respect to facts and circumstances existing prior to the termination of such Proprietary Rights Period. The Escrow Funds not , or is specified in a certificate of an officer of Parent stating that a third party has asserted a claim for which Parent reasonably anticipates it will be entitled to indemnification under 9.2(a)(iii), or (iii) for all other matters under 9.2(a), with respect to any amount which, in the reasonable judgment of Parent, subject to the objection of the Stockholder Representative (as defined in Section 9.3 below), is necessary to satisfy any unsatisfied claims as contemplated by this Section 8.3 (the “Remaining Holdback Consideration”) shall be specified in any Officer's Certificate delivered to the holders Escrow Agent prior to termination of the Company Common Stock upon such General Escrow Period with respect to facts and circumstances existing prior to the termination of the such General Escrow Period, or is specified in a certificate of an officer of Parent stating that a third party has asserted a claim for which Parent reasonably anticipates it will be entitled to indemnification hereunder. As soon after the date for release of any portion of the Holdback Consideration as any such all claims specified under (i), (ii) or (iii) above have been resolved, the Escrow Agent shall deliver to holders of Company Common Stock the remaining portion, if any, Stockholders and Preferred Stockholders the portion of the General Escrow Fund not required to satisfy any claims then pending Damages which have been specified as additional Holdback Considerationstated under (i), (ii) or (iii). Each holder Deliveries of Company Common Stock shall be entitled General Escrow Amounts to his, her the Stockholders or its Pro Rata Share of any distribution made to holders of Company Common Stock Preferred Stockholders pursuant to this Section 8.3(b); provided that notwithstanding anything herein 9.2(c) shall be made in proportion to their respective original contributions to the contrary, the Stockholder Representative, pursuant to the General Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the Pro Rata Share of any distribution of the Escrow Fund to which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled in accordance with the terms of the Escrow Distribution InstructionsFund.

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 Effective Time and shall terminate on Closing until the eighteen-month one year anniversary of the Closing Date (such period being the “"Escrow Period”"); provided. At the expiration of the Escrow Period, 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 upon written notice to the Holdback ConsiderationEscrow Agent from the Parent and the Shareholder Agent setting forth such number of Escrow Shares to be released and the allocation of such Escrow Shares, such 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 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 Shareholders the remaining portion, if any, portion of the Escrow Fund not required to satisfy any claims then pending as additional Holdback Considerationsuch claims. Each holder Deliveries of Escrow Amounts to the Indemnified Persons or to Company Common Stock shall be entitled to his, her or its Pro Rata Share of any distribution made to holders of Company Common Stock Shareholders pursuant to this Section 8.3(b); provided that notwithstanding anything herein 10.2(b) and Section 10.2(d)(iii) shall be made in proportion to the contrary, the Stockholder Representative, pursuant their respective original contributions to the Escrow Distribution InstructionsFund, instructs as calculated by the Shareholder Agent and delivered to the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the Pro Rata Share of any distribution of the Escrow Fund to which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled in accordance with the terms of the Escrow Distribution Instructionswriting.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be remain in existence immediately following until August 15, 2001 (the Effective Time and shall terminate on "Escrow Period"), subject to extension as set forth below. At the eighteen-month anniversary expiration 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 Fund and all accumulated interests and dividends thereon shall deliver be released from escrow to holders the Shareholders of the Company Common Stock entitled to receive the Merger Consideration hereunder, in 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 entire initial Escrow Fund and all accumulated interests and dividends thereon less an amount equal 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 sum of (i) $20,000,000 (plus interest thereon from the Closing Date through and including the date all amounts theretofore paid out of distribution) over (ii) the portion of the Holdback Consideration released from the Escrow Fund to Buyer Indemnified Persons prior SCM and its affiliates pursuant to this Article VIII and (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable judgment of SCM, subject to the date objection of distribution the Shareholders' Agent (as a result defined in Section 8.2(g)) and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, is necessary to satisfy any unsatisfied 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) 's Certificate theretofore 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 end of the Escrow PeriodPeriod (which amount shall remain in the Escrow Fund (and which shall cause the Escrow Fund to remain in existence) until such claims have been resolved). As soon after the date for release of any portion of the Holdback Consideration as any all such claims have been resolved, the Escrow Agent shall deliver to holders the eligible Shareholders of the Company Common Stock the remaining portion, if any, portion of the Escrow Fund not required to satisfy such claims. Subject to any claims then pending as additional Holdback Consideration. Each holder paid individually by a Shareholder to satisfy Specific Shareholder Claims, deliveries of Escrow Amounts to the shareholders of the 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 8.2(b) shall be made according to the contrary, the Stockholder Representative, pursuant to the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the Pro Rata Share of any distribution of the Escrow Fund to which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee each Shareholder's Proportionate Interest in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled in accordance with the terms of the Escrow Distribution InstructionsEscrow.

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 automatically terminate at 11:59 p.m. (ET) on the eighteen-month anniversary of the Closing Extended Survival Date (such period being the “Escrow Period”); provided. Subject to the following requirements, however, that the Sales Tax Escrow Fund shall be in existence immediately following the Closing Statement becoming Effective Time and shall automatically terminate at 11:59 p.m. (ET) on the earlier of (x) the latest date on which final and binding on written closing agreements have been entered into with the parties Tax authorities in accordance the VDA States with Section 2.10 respect to Pre-Closing Sales Taxes and disbursement of funds all payments pursuant to such agreements have been rendered (the “VDA Date”) and (y) the Extended Survival Date (the “Sales Tax Escrow Period”). Promptly following the Survival Date (and in accordance with Section 8.3(e)(iiany event within two (2) Business Days thereafter), if the Holdback Adjustment Amount was added to the Holdback Consideration, the Escrow Agent shall deliver distribute to holders of Company Common Stock the Escrow Participants in accordance with their respective Pro Rata Portions, an aggregate amount equal to (i) fifty percent (50%) of the Holdback Adjustment Escrow Amount minus (ii) the sum of (A) any amounts paid by the Escrow Agent to Parent from the Holdback Adjustment Amount (with it being understood, however, that in no event shall any distribution be made Escrow Fund on or prior to the Survival Date pursuant to this sentence Section 7.3 and (B) an amount sufficient to cover all outstanding and unpaid indemnification claims that are subject to Officer’s Certificates (as defined in Section 7.4(b)) delivered to the extent that, at Escrow Agent and the time of such distribution Stockholder Representative in accordance with the terms hereof on or as a result of such distributionbefore 11:59 p.m. (ET) on the Survival Date (whether disputed or undisputed). Promptly following the Extended Survival Date (and in any event within two (2) Business Days thereafter), the aggregate amount Escrow Agent shall distribute any amounts remaining 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 to 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))Participants in accordance with their respective Pro Rata Portions; provided, further, however, that the Escrow Period shall not terminate (and the Escrow Agent shall not make a distribution) with respect to any amount which, in the reasonable judgment of an Parent, is or may be necessary to satisfy any unsatisfied claim claims specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice (each, as defined below) Certificate delivered to the Escrow Agent and the Stockholder Representative prior to termination 11:59 p.m. (ET) on the Extended Survival Date. Promptly following the earlier of such the VDA Date and the Extended Survival Date (and in any event within two (2) Business Days thereafter), the Escrow Period. The Agent shall distribute any amounts remaining in the Sales Tax Escrow Funds Fund to the Escrow Participants in accordance with their respective Pro Rata Portions; provided, however, that the Sales Tax Escrow Period shall not subject terminate (and the Escrow Agent shall not make a distribution) with respect to any amount which, in the reasonable judgment of Parent, is or may be necessary to satisfy any unsatisfied claims as contemplated by this Section 8.3 (the “Remaining Holdback Consideration”) shall be specified in any Officer’s Certificate delivered to the holders Escrow Agent and the Stockholder Representative prior to 11:59 p.m. (ET) on the Extended Survival Date if such Extended Survival Date occurs prior to the VDA Date. Within two (2) Business Days following the resolution 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 resolvedin accordance with Section 7.4(d), the Escrow Agent shall deliver to holders of Company Common Stock the remaining portion, if any, portion of the Escrow Fund and the Sales Tax Escrow Fund not required to satisfy any such claims then pending as additional Holdback Considerationto the Escrow Participants. Each holder Deliveries of Company Common Stock shall be entitled amounts out of the Escrow Fund and the Sales Tax Escrow Fund to his, her or its Pro Rata Share of any distribution made to holders of Company Common Stock the Escrow Participants pursuant to this Section 8.3(b); provided that notwithstanding anything herein 7.3(c) shall be made in proportion to their respective Pro Rata Portions of the remaining Escrow Fund or Sales Tax Escrow Fund, as applicable, with the amount of cash delivered to each Escrow Participant rounded down to the contrarynearest cent. Any distribution of all or a portion of the cash in the Escrow Fund or the Sales Tax Escrow Fund, the Stockholder Representativeas applicable, pursuant to the Escrow Distribution InstructionsParticipants shall be made by delivery of payment by check to each such Escrow Participant equal to the amount of cash being distributed, instructs allocated among the Escrow Participants based on their Pro Rata Portion of the Escrow Amount or the Sales Tax Escrow Amount, as applicable, and mailed by first class mail to such Escrow Participants’ address as set forth on the schedule delivered to the Escrow Agent and at Closing (or to such other address as any such Escrow Participant may have previously instructed the Parent, Merger Sub and the Company Escrow Agent in writing). The Escrow Participants agree that, in its capacity as a holder of Company Common Stockfor tax reporting purposes, the Pro Rata Share of any distribution of from the Escrow Fund or the Sales Tax Escrow Fund, as applicable, to the Stockholders shall be reportable on Internal Revenue Service Form 1099B for the tax year in which the Stockholder Representativedistribution is made, except to the extent required to be treated as interest pursuant to Section 483 or Section 1274 of the Code. Parent will provide Escrow Agent with the necessary information to perform tax reporting to the Stockholders. Any distribution of all or a portion of the cash in its capacity the Escrow Fund and the Sales Tax Escrow Fund, as a holder of Company Common Stockapplicable, is entitled to Escrow Participants who are Optionholders on the schedule delivered to the Escrow Agent at Closing shall instead be made by remitting such payment to Parent, and Parent shall pay such amounts on the first administratively practicable payroll date to the respective Optionholders less any required federal and state withholding taxes, which Parent shall cause to be paid to the designees of applicable taxing authorities and which shall be treated for all other purposes under this Agreement as distributed to the Stockholder Representative Optionholders. The Escrow Agent shall have no liability for the percentage of actions or omissions of, or any such distribution set forth for such designee in delay on the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Subpart of, the Company and their respective Affiliates for any distribution of any portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled Parent in accordance connection with the terms of the Escrow Distribution Instructionsforegoing.

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 Closing and shall terminate at 5:00 p.m. (California Time) on the eighteen-month anniversary of the Closing Date July 31, 2002 (such period being the “Escrow Period”); provided, however, that following . Such amount (or some portion thereof) specified in 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)(iiOfficer’s Certificate (as hereinafter defined), if subject to a Disputed Claim (as such term is hereinafter defined) and the Holdback Adjustment Amount was added to subsequent arbitration of 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 matter in the Escrow Fund is or would be less than the excess of (imanner provided in Section 1.3(f) $20,000,000 (plus interest thereon from the Closing Date through hereof, to satisfy any unsatisfied Claims for Losses concerning facts and including the date of distribution) over (ii) the portion of the Holdback Consideration released from the Escrow Fund to Buyer Indemnified Persons circumstances existing prior to the date termination 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 such Escrow Period shall not terminate with respect to any amount of an unsatisfied claim as are specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice (each, as defined below) Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. The , may be retained in 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 Fund after termination of the Escrow Period. As soon after the date for release of any portion of the Holdback Consideration as any such claims or all 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 holders of Company Common Stock ** at his address set forth in the StarTool Agreement the remaining portion, if any, portion of the Escrow Fund that is not required to satisfy any claims then pending as additional Holdback Considerationsuch Claims. Each holder of Company Common Stock shall be entitled If no Officer’s Certificate pertaining 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 unsatisfied Claims for **= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Losses is delivered to the Escrow Distribution Instructions, instructs Agent prior to the termination of the Escrow Agent and Period, upon termination of the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common StockEscrow Period, the Pro Rata Share Escrow Agent, without further authorization or instruction, shall instruct the transfer agent of any distribution the Escrow Shares to distribute the remainder of the Escrow Fund to which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution ** at his address set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled StarTool Agreement in accordance with the terms provisions of this Section 1.3(b). Deliveries of Escrow Shares to ** pursuant to this Section 1.3(b) shall be made to ** in accordance with the provisions of this Agreement and in a manner consistent with the provisions of Article X of the Escrow Distribution InstructionsStarTool Agreement.

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 11:59 p.m. Eastern time on the eighteen-eighteen (18) 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 which is or may be necessary to satisfy any unsatisfied claim claims specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice (each, as defined below) Certificate delivered to the Escrow Agent and the Securityholder Representative 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 expiration of the Escrow Period. As soon after as the date for release of any portion of the Holdback Consideration as Escrow Agent receives joint written notice that any such unsatisfied claims have been resolvedresolved in accordance with Section 7.4(e), the Escrow Agent shall deliver to holders of Company Common Stock the remaining portion, if any, portion of the Escrow Fund not required to satisfy any such 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, Legacy Equityholders if such resolution occurs after the Stockholder Representative, pursuant to expiration of the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder Period. Deliveries of Company Common Stock, the Pro Rata Share of any distribution amounts out of the Escrow Fund to which the Stockholder RepresentativeLegacy Equityholders pursuant to this Section 7.3(b) shall be made in proportion to their respective Pro Rata Portions of the remaining Escrow Fund. With respect to any Survivor Class B Units returned to Parent and/or the Surviving Entity, any such delivered Survivor Class B Units shall be held in the name of Parent, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid consideration up to the designees Current Value of such Survivor Class B Units (based on the applicable Current Price as of the Stockholder Representative for date of delivery of each applicable Parent Certificate to the percentage Securityholder Representative) of the satisfaction (together with any such distribution reimbursement out of the R&W Insurance Policy) of Parent’s and/or Surviving Entity’s indemnification rights hereunder with respect to the claim(s); provided, however, that in no event shall Survivor Class B Units be delivered to Parent and/or the Surviving Entity in amounts in excess of the limits set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth hereinpenultimate sentence of Section 7.3(a)(ii) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any above. Any distribution of any all or a portion of the Escrow Fund to the Legacy Equityholders shall be made by delivery of newly issued unit certificates, allocated among the Legacy Equityholders based on their Pro Rata Portion of the Indemnity Escrow Amount, and mailed by first class mail to such Legacy Equityholder’s address as set forth on the schedule delivered to the Escrow Agent at Closing (or to such other address as any such Legacy Equityholder may have previously instructed the Escrow Agent in writing). The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of, Parent in connection with the foregoing. The parties hereto agree that, for tax reporting purposes, any distribution from the Escrow Fund to the Legacy Equityholders shall be reportable on Internal Revenue Service Form 1099-B (or other applicable forms) for the tax year in which the Stockholder Representative distribution is otherwise entitled made, other than amounts properly reported as interest for U.S. federal income tax purposes. The parties hereto further agree that any income on assets held in accordance with the terms of the Escrow Distribution InstructionsFund while held in the Escrow Fund, including without limitation distributions on the Survivor Class B Units held in the Escrow Fund, shall be paid to the Legacy Equityholder with respect to whom such assets are held as and when payable.

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 eighteen-month anniversary of the Closing Expiration 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 which, in the good faith reasonable judgement of an Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.02(g) hereof, is necessary to satisfy any unsatisfied claim claims duly specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice Certificate (each, as defined in paragraph (e) 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. The Promptly after the Expiration Date, the Escrow Funds Agent shall deliver to the Shareholders all amounts of cash and shares of Parent Stock in the Escrow Fund that are not subject to reserved for unsatisfied claims as contemplated by this provided in the immediately preceding sentence or for fees and expenses of the Shareholder Representative in accordance with Section 8.3 (8.03. Any such reserve(s) for unsatisfied claims or for fees and expenses of the “Remaining Holdback Consideration”) Shareholder Representative shall be delivered to made such that the holders Cash Percentage of the Company Common value thereof is reserved in the form of cash and the Stock upon the termination Percentage of the Escrow Periodvalue thereof is reserved in the form of Parent Stock. As soon after the date for release of any portion of the Holdback Consideration as any such claims have claim for which such a reserve was established has been resolved, the Escrow Agent shall deliver to holders of Company Common Stock the Shareholders any remaining portion, if any, portion of the Escrow Fund Amount which was so reserved with respect to such claim but was not required to satisfy any such claim. Promptly after the Final Escrow Distribution Date, the Escrow Agent shall deliver to the Shareholders all amounts of cash and shares of Parent Stock in the Escrow Fund that are not duly reserved for unsatisfied claims then pending based upon a breach of Section 4.20 of this Agreement as additional Holdback Considerationprovided in the immediately preceding sentence and in accordance with Section 8.02(e). Each holder All deliveries of Company Common cash and Parent Stock shall be entitled from the Escrow Fund to his, her or its Pro Rata Share of any distribution made to holders of Company Common Stock the Shareholders pursuant to this Section 8.3(b); provided that notwithstanding anything herein 8.02 shall be made in proportion to the contrary, the Stockholder Representative, pursuant their respective original contributions to the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the Pro Rata Share of any distribution of the Escrow Fund to which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled in accordance with the terms of the Escrow Distribution InstructionsFund.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirementsAt 5:00 p.m., the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate local time on the eighteen-month anniversary of the Closing Survival Date (such period being the “Escrow Period”), the Escrow Agent shall distribute or cause to be distributed, any cash or Parent Common Stock still held by the Escrow Agent, if any, to the Indemnifying Parties; 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 continue to holders withhold an amount comprised of Company cash and shares of Parent 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, Parent Common Stock valued 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 Parent Trading Price) that (i) $20,000,000 (plus interest thereon from is in proportion to the Closing Date through amounts of cash and including Parent Common Stock that comprised the date of distribution) over Escrow Amount at Closing, and (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 is equal to any amount of an unresolved and unsatisfied claim claims specified in any Parent Officer’s Statement, Purchase Price Adjustment Statement or Purchase Price Adjustment Notice Certificate (each, as defined below“Unresolved Claims”) delivered to the Escrow Agent and Stockholder Representative prior to the Escrow Period termination of such Escrow Period. The Escrow Funds not subject date with respect to unsatisfied claims as contemplated by this Section 8.3 (the “Remaining Holdback Consideration”) shall be delivered facts and circumstances existing prior to the holders of Survival Date, and any such amount shall not be distributed to the Company Common Stock upon the termination of the Escrow PeriodIndemnifying Parties at such time. As soon after the date for release of any portion of the Holdback Consideration as any all such claims have been resolved, the Escrow Agent shall deliver to holders of Company Common Stock the Indemnifying Parties the remaining portionportion of the Escrow Amount, if any, of the Escrow Fund not required to satisfy any claims then pending as additional Holdback Considerationsuch Unresolved Claims. Each holder Deliveries of Company Common Stock shall be entitled the Escrow Amount to his, her or its Pro Rata Share of any distribution made to holders of Company Common Stock the Indemnifying Parties pursuant to this Section 8.3(b); provided that notwithstanding anything herein 6.5(b) shall be made in proportion to the contrary, the Stockholder Representative, pursuant to the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the their respective Pro Rata Share of any distribution Portions of the Escrow Fund to which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any remaining portion of the Escrow Fund to which the Stockholder Representative is otherwise entitled in accordance Amount, if any (with the terms amount delivered to each Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up)) and such amounts shall be delivered to the Indemnifying Parties who are Key Holders in the form of Parent Common Stock (valued at the Parent Trading Price) and in the form of cash to Indemnifying Parties who are not Key Holders. If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining portion of the Escrow Distribution InstructionsAmount withheld due to Unresolved Claims, then the appropriate amount will be added to or subtracted from the Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining portion of the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirementsThe Escrow Period shall end at 5:00 p.m., the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate local time on the eighteen-month anniversary of the Closing Survival Date (such period being the “Escrow Period”). On the next Business Day, the Escrow Agent shall distribute or cause to be distributed, the remaining portion of the Escrow Amount, if any, to the Indemnifying Parties; 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 continue to holders withhold an amount in cash and shares of Company Parent Common Stock an amount (with Parent Common Stock valued at the Trading Price) 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 unsatisfied 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 Certificate (each, as defined below“Unresolved Claims”) delivered to the Escrow Agent and the Stockholder Representative 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 PeriodPeriod with respect to facts and circumstances existing prior to the Survival Date, and any such property shall not be distributed to the Indemnifying Parties at such time. As soon after the date for release of any portion of the Holdback Consideration as any all such claims have been resolved, the Escrow Agent and Parent shall deliver to holders of Company Common Stock the Indemnifying Parties the remaining portionportion of the Escrow Amount, if any, of the Escrow Fund not required to satisfy any claims then pending as additional Holdback Considerationsuch Unresolved Claims. Each holder Deliveries of Company Common Stock shall be entitled the remaining portion of the Escrow Amount to his, her or its Pro Rata Share of any distribution made to holders of Company Common Stock the Indemnifying Parties pursuant to this Section 8.3(b); provided that notwithstanding anything herein 6.5(b) shall be made in proportion to the contrary, the Stockholder Representative, pursuant to the Escrow Distribution Instructions, instructs the Escrow Agent and the Parent, Merger Sub and the Company that, in its capacity as a holder of Company Common Stock, the their respective Pro Rata Share of any distribution Portions of the Escrow Fund to which the Stockholder Representative, in its capacity as a holder of Company Common Stock, is entitled shall instead be paid to the designees of the Stockholder Representative for the percentage of any such distribution set forth for such designee in the Escrow Distribution Instructions and the Stockholder Representative shall (without regard to any limitation on indemnification set forth herein) indemnify the Escrow Agent, Parent, Merger Sub, the Company and their respective Affiliates for any distribution of any remaining portion of the Escrow Fund Amount, if any, with any shares of Parent Common Stock delivered to which each Indemnifying Party rounded to the Stockholder Representative is otherwise entitled in accordance nearest whole share (with a fractional share of 0.5 and above rounded up). If the terms sum of the Pro Rata Portions together with any cash released, with shares of Parent Common Stock rounded to the nearest whole share (with a fractional share of 0.5 and above rounded up), does not equal the remaining portion of the Escrow Distribution InstructionsAmount, then the appropriate amount will be added to or subtracted from the Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining portion of the Escrow Amount. In the case of the Escrow Amount, if the sum of the Pro Rata Portions, with shares of Parent Common Stock rounded to the nearest whole share (with a fractional share of 0.5 and above rounded up), does not equal the remaining portion of the Escrow Amount, then the appropriate amount will be added to or subtracted from the Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining portion of the Escrow Amount.