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

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., Pacific time, at the Expiration Time (the “Indemnification Escrow Period”); provided, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification Escrow Period termination date with respect to facts and circumstances existing prior to the Expiration Time. (ii) Within two (2) Business Days following the Expiration Time, the Escrow Agent shall deliver to each Indemnifying Party, with respect to the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against the Indemnification Escrow Fund. Notwithstanding anything to the contrary in this Section 8.4(c) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrants.

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall remain in existence during the period beginning on the Closing Date and ending upon expiration of the Indemnity Period (the "ESCROW PERIOD"). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to the Company Shareholders in existence immediately following an amount equal to the Closing Escrow Amount less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Parent and shall terminate at 5:00 p.m.the other Indemnified Persons pursuant to this SECTION 10 and (ii) an amount equal to such portion of the Escrow Fund which, Pacific timein the reasonable judgment of Parent, at subject to the Expiration Time (reasonable objection of the “Indemnification Escrow Period”); providedShareholder Agent and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(F) hereof, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification end of the Escrow Period termination date Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved, i.e. until the Losses subject to such claims have been determined, or it is ascertained with respect reasonable certainty that no such Losses will result. As soon as all such claims have been resolved (such resolution to facts be evidenced by the written agreement of Parent and circumstances existing prior to the Expiration Time. (ii) Within two (2) Business Days following Shareholder Agent or the Expiration Timewritten decision of the arbitrators as described in SECTION 10.2(F)), the Escrow Agent shall deliver to each Indemnifying Party, with respect to the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in Company Shareholders the remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against such claims. Deliveries of Escrow Amounts to the Indemnification Indemnified Persons or to Company Shareholders pursuant to this SECTION 10.2(B) and SECTION 10.2(D)(III) shall be made in proportion to the respective original contribution to the Escrow Fund. Notwithstanding anything , by or on behalf of the Company Shareholders, as calculated by the Shareholder Agent and delivered to the contrary in this Section 8.4(c) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrantswriting.

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall remain in existence during the period following the Closing for twelve (12) months (the "ESCROW PERIOD"). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to the EPub Stockholders (other than Catalyst) in existence immediately following an amount equal to the Closing Escrow Amount less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to FV and shall terminate at 5:00 p.m.its Affiliates pursuant to this Section 10 and (ii) an amount equal to such portion of the Escrow Fund which, Pacific timein the reasonable judgment of FV, at subject to the Expiration Time reasonable objection of the Agent (as defined below) and the “Indemnification Escrow Period”); providedsubsequent arbitration of the matter in the manner provided in Section 10.2(f) hereof, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification end of the Escrow Period termination date with respect 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 facts be evidenced by the written agreement of FV and circumstances existing prior to Agent (as defined below) or the Expiration Time. (ii) Within two (2) Business Days following written decision of the Expiration Timearbitrators as described in Section 10.2(f)), the Escrow Agent shall deliver to each Indemnifying Party, with respect to the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in EPub Stockholders (other than Catalyst) the remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against such claims. Deliveries of Escrow Amounts to the Indemnification EPub Stockholders pursuant to this Section 10.2(b) and Section 10.2(d)(iii) shall be made in proportion to their respective original contributions to the Escrow Fund. Notwithstanding anything to , as calculated by the contrary in this Section 8.4(c) Agent (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrantsas defined below).

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall remain in existence during the period following the Closing until termination of the representations and warranties of the Company pursuant to Section 10.1 hereof (the "Escrow Period"). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to the Company Stockholders in existence immediately following an amount equal to the Closing Escrow Amount less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Parent and shall terminate at 5:00 p.m.the other Indemnified Persons pursuant to this Section 10 and (ii) an amount equal to such portion of the Escrow Fund which, Pacific timein the reasonable judgment of Parent, at subject to the Expiration Time (reasonable objection of the “Indemnification Escrow Period”); providedStockholder Agent and the subsequent arbitration of the matter in the manner provided in Section 10.2(f) hereof, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification end of the Escrow Period termination date with respect 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 facts be evidenced by the written agreement of Parent and circumstances existing prior to the Expiration Time. (ii) Within two (2) Business Days following Stockholder Agent or the Expiration Timewritten decision of the arbitrators as described in Section 10.2(f)), the Escrow Agent shall deliver to each Indemnifying Party, with respect to the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in Company Stockholders the remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against such claims. Deliveries of Escrow Amounts to the Indemnification Company Stockholders pursuant to this Section 10.2(b) and Section 10.2(d)(iii) shall be made in proportion to their respective original contributions to the Escrow Fund. Notwithstanding anything , as calculated by the Stockholder Agent and delivered to the contrary in this Section 8.4(c) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrantswriting.

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall remain in existence until the 15-month anniversary of the Closing Date (the "Escrow Period"), ------------- subject to extension as set forth below. At the expiration of the Escrow Period, the Escrow Fund shall be released from escrow to the stockholders of the Company entitled to receive the Merger Consideration hereunder, in existence immediately following an amount equal to the Closing entire initial Escrow Fund less an amount equal to the sum of (i) ---- all amounts theretofore paid out of the Escrow Fund to Splash and shall terminate at 5:00 p.m.its subsidiaries pursuant to this Article VII and (ii) an amount equal to such portion of the Escrow Fund which, Pacific timein the reasonable judgment of Splash, at subject to the Expiration Time objection of the Stockholders' Agent (as defined in Section 7.2(g)) and the “Indemnification Escrow Period”); providedsubsequent arbitration of the matter in the manner provided in Section 7.2(f) hereof, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification end of the Escrow Period termination date with respect to facts (which amount shall remain in the Escrow Fund (and circumstances existing prior to which shall cause the Expiration Time. (iiEscrow Fund shall remain in existence) Within two (2) Business Days following the Expiration Timeuntil such claims have been resolved). As soon as all such claims have been resolved, the Escrow Agent shall deliver to each Indemnifying Party, with respect to the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in eligible stockholders of the Company the remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against the Indemnification such claims. Deliveries of Escrow Fund. Notwithstanding anything Amounts to the contrary in stockholders of the Company pursuant to this Section 8.4(c7.2(b) (i) shall be made according to each stockholder's Proportionate Escrow Interest as certified to the Escrow Agent shall not deliver any portion of by the Escrow Funds to any Reliant Warrantholder Stockholder's Agent (as defined in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, Section 7.2 (iig) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrantsbelow).

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall be remain in existence immediately following the Closing and shall terminate at 5:00 p.m.until August 15, Pacific time, at the Expiration Time 2001 (the “Indemnification "Escrow Period”"); provided, howeversubject to extension as set forth below. At the expiration of the Escrow Period, that the Indemnification Escrow Period Fund and all accumulated interests and dividends thereon shall not terminate with respect be released from escrow to any the Shareholders of the Company entitled to receive the Merger Consideration hereunder, in an amount which equal to the entire initial Escrow Fund and all accumulated interests and dividends thereon less an amount equal to the sum of (i) all amounts theretofore paid out of the Escrow Fund to 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 objection of the Shareholders' Agent (as defined in Section 8.2(g)) and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification end of the Escrow Period termination date with respect (which amount shall remain in the Escrow Fund (and which shall cause the Escrow Fund to facts and circumstances existing prior to the Expiration Time. (iiremain in existence) Within two (2) Business Days following the Expiration Timeuntil such claims have been resolved). As soon as all such claims have been resolved, the Escrow Agent shall deliver to each Indemnifying Party, with respect to the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in eligible Shareholders of the Company the remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy such claims. Subject to any then pending claims against the Indemnification paid individually by a Shareholder to satisfy Specific Shareholder Claims, deliveries of Escrow Fund. Notwithstanding anything Amounts to the contrary in shareholders of the Company pursuant to this Section 8.4(c8.2(b) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead made according to Thermage and (iii) each Shareholder's Proportionate Interest in the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed WarrantsEscrow.

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall remain in existence during the period following the Closing until the one year anniversary of the Closing (the "ESCROW PERIOD"). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to Seller or any successor thereto (including the Trust) in existence immediately following an amount equal to the Closing Escrow Shares less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Buyer, Parent and shall terminate at 5:00 p.m.the other Buyer Indemnified Persons pursuant to this Article VIII and (ii) an amount equal to such portion of the Escrow Fund which, Pacific timein the reasonable judgment of Parent, at subject to the Expiration Time reasonable objection of the Seller or any successor thereto (including the “Indemnification Escrow Period”); providedTrust) and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s Office s Certificate theretofore delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification end of the Escrow Period termination date with respect 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 facts be evidenced by the written agreement of Parent and circumstances existing prior to the Expiration Time. Seller (iior any successor thereto) Within two (2) Business Days following or the Expiration Timewritten decision of the arbitrators as described in Section 8.2(f)), the Escrow Agent shall deliver to each Indemnifying Party, with respect to Seller or any successor thereto (including the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in Trust) the remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against the Indemnification Escrow Fund. Notwithstanding anything to the contrary in this Section 8.4(c) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrantsclaims.

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall remain in existence during the period following the Closing until the one year anniversary of the Closing (the “Escrow Period”). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to Seller or any successor thereto (including the Trust) in existence immediately following an amount equal to the Closing Escrow Shares less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Buyer, Parent and shall terminate at 5:00 p.m.the other Buyer Indemnified Persons pursuant to this Article VIII and (ii) an amount equal to such portion of the Escrow Fund which, Pacific timein the reasonable judgment of Parent, at subject to the Expiration Time reasonable objection of Seller or any successor thereto (including the “Indemnification Escrow Period”); providedTrust) and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification end of the Escrow Period termination date with respect 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 facts be evidenced by the written agreement of Parent and circumstances existing prior to the Expiration Time. Seller (iior any successor thereto (including the Trust)) Within two (2) Business Days following or the Expiration Timewritten decision of the arbitrators as described in Section 8.2(f)), the Escrow Agent shall deliver to each Indemnifying Party, with respect to Seller or any successor thereto (including the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in Trust) the remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against the Indemnification Escrow Fund. Notwithstanding anything to the contrary in this Section 8.4(c) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrantsclaims.

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund Account shall be in existence immediately following the Closing and shall terminate at 5:00 p.m.the conclusion of the Escrow Period whereupon, Pacific timesubject to the immediately following provision, at all funds in the Expiration Time (the “Indemnification Escrow Period”)Account shall immediately be delivered to Seller; provided, provided however, that if at the conclusion of the Escrow Period there is pending an unresolved bona fide claim by Buyer for indemnification under Section 8.3(a) which claim was brought in an Officer's Indemnification Certificate of Buyer that was delivered to Seller and the Escrow Agent prior to the expiration of the Escrow Period in accordance with this Section 8, then a portion of the Escrow Amount equal to the amount of Loss claimed in good faith by Buyer in such Officer's Indemnification Certificate shall remain in the Escrow Account until such indemnification claim of Buyer has been satisfied or resolved in accordance with the provisions of this Section 8. Notwithstanding the foregoing, any funds, including interest thereon, in the Escrow Account which are not the subject of a pending indemnification claim for Loss at the end of the Escrow Period shall not terminate with respect be paid to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to Seller immediately upon expiration of the Escrow Agent and Period. After the Securityholder Representative prior to expiration of the Indemnification Escrow Period termination date with respect to facts and circumstances existing prior to the Expiration Time. (ii) Within two (2) Business Days following the Expiration TimePeriod, as soon as all pending claims have been resolved, the Escrow Agent shall deliver to each Indemnifying Party, with respect to Seller the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is Account not required to satisfy any then pending outstanding claims against the Indemnification Escrow Fund. Notwithstanding anything to the contrary in this Section 8.4(c) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed WarrantsLosses.

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall remain in existence 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 (the ESCROW PERIOD), subject to extension as set forth below. At the expiration of the Escrow Period, the Escrow Fund shall be released from escrow to the Exchanging Shareholder entitled to receive the Transaction Consideration hereunder, in existence immediately following an amount equal to the Closing 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 shall terminate at 5:00 p.m.(ii) an amount equal to such portion of the Escrow Fund which, Pacific timein the reasonable judgment of SCM, at subject to the Expiration Time (objection of the “Indemnification Escrow Period”); providedShareholders' Agent and the subsequent arbitration of the matter in the manner provided in Section 7.2(f) hereof, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate (as defined in Section 7.2(d), theretofore delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification end of the Escrow Period termination date with respect (which amount shall remain in the Escrow Fund (and which shall cause the Escrow Fund to facts and circumstances existing prior to the Expiration Time. (iiremain in existence) Within two (2) Business Days following the Expiration Timeuntil such claims have been resolved). As soon as all such claims have been resolved, the Escrow Agent shall deliver to each Indemnifying Partythe Exchanging Shareholder, with respect to the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against the Indemnification such claims. Deliveries of Escrow Fund. Notwithstanding anything Amounts to the contrary in Exchanging Shareholders pursuant to this Section 8.4(c7.2(b) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead made according to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrantseach holder's Proportionate Interest.

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall remain in existence for twelve (12) months following the Closing Date (the “Escrow Period”). On or before the last day of the Escrow Period, Buyer and Seller shall deliver a joint written payment instruction (“Written Instruction”) signed by authorized representatives for Buyer and Seller, pursuant to which a portion of the Escrow Fund shall be released from Escrow to Seller in existence immediately following an amount equal to the Closing Escrow Fund less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Buyer and shall terminate at 5:00 p.m.the other Buyer Indemnified Persons pursuant to this Article VIII and (ii) an amount equal to such portion of the Escrow Fund which, Pacific timeaccording to a Written Instruction or Arbitration Award, at the Expiration Time (the “Indemnification Escrow Period”); provided, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified claims, which amount shall remain in any Officer’s Certificate delivered to the Escrow Agent Fund (and the Securityholder Representative prior Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved (such resolution to the Indemnification Escrow Period termination date with respect to facts and circumstances existing prior to the Expiration Time. (ii) Within two (2) Business Days following the Expiration Timebe evidenced by a Written Instruction or Arbitration Award), the Escrow Agent shall deliver to each Indemnifying Party, with respect to Seller the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against the Indemnification Escrow Fund. Notwithstanding anything to the contrary in this Section 8.4(c) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrantsclaims.

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall remain in existence during the period following the Closing until the first anniversary of the Effective Time of the Merger (the "ESCROW PERIOD"). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to the Company Shareholders in existence immediately following an amount equal to the Closing Escrow Amount less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Parent and shall terminate at 5:00 p.m.the other Indemnified Persons pursuant to this SECTION 10 and (ii) an amount equal to such portion of the Escrow Fund which, Pacific timein the reasonable judgment of Parent, at subject to the Expiration Time (reasonable objection of the “Indemnification Escrow Period”); providedShareholder Agent and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(F) hereof, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification end of the Escrow Period termination date with respect 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 facts be evidenced by the written agreement of Parent and circumstances existing prior to the Expiration Time. (ii) Within two (2) Business Days following Shareholder Agent or the Expiration Timewritten decision of the arbitrators as described in SECTION 10.2(F)), the Escrow Agent shall deliver to each Indemnifying Party, with respect to the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in Company Shareholders the remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against such claims. Deliveries of Escrow Amounts to the Indemnification Indemnified Persons or to Company Shareholders pursuant to this SECTION 10.2(B) and SECTION 10.2(d)(iii) shall be made in proportion to their respective original contributions to the Escrow Fund. Notwithstanding anything , as calculated by the Shareholder Agent and delivered to the contrary in this Section 8.4(c) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrantswriting.

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall remain in existence until one year following the Closing Date (the “Escrow Period”). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to the Seller Representative (as agent for Sellers) or as directed in existence immediately following writing by the Closing Seller Representative in an amount equal to the Escrow Fund less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Buyer and shall terminate at 5:00 p.m.the other Buyer Indemnified Persons pursuant to this Article IX and (ii) an amount equal to such portion of the Escrow Fund which, Pacific timein the reasonable, at good faith judgment of Buyer, subject to the Expiration Time (reasonable objection of the “Indemnification Escrow Period”); providedSeller Representative and the subsequent resolution of the matter in the manner provided in this Section 9.2, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Escrow Agent and the Securityholder Representative on or prior to the Indemnification end of the Escrow Period termination date with respect 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 facts be evidenced by the written agreement of Buyer and circumstances existing prior to the Expiration Time. (ii) Within two (2) Business Days following Seller Representative or as determined by the Expiration Timearbitrator or arbitrators as provided for in this Article IX), the Escrow Agent shall deliver to each Indemnifying Party, with respect to the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest Seller Representative (as agent for Sellers) or as directed in writing by the Seller Representative the remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against the Indemnification Escrow Fundsuch claims. Notwithstanding anything to the contrary in this Section 8.4(c) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrants.42

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall remain in existence during the period following the Closing until the first anniversary of the Closing Date (the "ESCROW PERIOD"). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to the Major Stockholders in existence immediately following an amount equal to the Closing Escrow Amount less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Parent and shall terminate at 5:00 p.m.the other Parent Indemnified Persons pursuant to this SECTION 11, Pacific timeand (ii) an amount equal to such portion of the Escrow Fund which, at in the Expiration Time (reasonable judgment of Parent, subject to the “Indemnification Escrow Period”objection of the Stockholder Agent and the subsequent arbitration of the matter in the manner provided in SECTION 11.2(F); provided, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which is reasonably necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification end of the Escrow Period termination date with respect 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 facts be evidenced by the written agreement of Parent and circumstances existing prior to the Expiration Time. (ii) Within two (2) Business Days following Stockholder Agent or the Expiration Timewritten decision of the arbitrators as described in SECTION 11.2(F)), the Escrow Agent shall deliver to each Indemnifying Party, with respect to the Indemnification Escrow Fund, such Indemnifying Party’s pro rata interest in Major Stockholders the remaining portion of the Escrow Cash then remaining in the Indemnification Escrow Fund that is not required to satisfy any then pending claims against such claims. Deliveries of Escrow Amounts to Major Stockholders pursuant to this SECTION 11.2(B) and SECTION 11.2(D)(III) shall be made in proportion to their respective original contributions to the Indemnification Escrow Fund. Notwithstanding anything , as calculated by the Stockholder Agent and delivered to the contrary in this Section 8.4(c) (i) the Escrow Agent shall not deliver any portion of the Escrow Funds to any Reliant Warrantholder in respect of the Assumed Warrants that have not been previously exercised for Thermage Common Stock, (ii) any portion of the Escrow Funds otherwise deliverable with respect thereto shall be delivered instead to Thermage and (iii) the cash so delivered to Thermage shall become issuable to the applicable holder of such Assumed Warrants only upon the exercise of such Assumed Warrants in accordance with the terms and conditions of such Assumed Warrantswriting.