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 remain in existence during the period following the Closing until the first anniversary of the Effective Time of the Merger (the "ESCROW PERIOD"). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to the Company Shareholders in an amount equal to the Escrow Amount less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Parent and the other Indemnified Persons pursuant to this SECTION 10 and (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable judgment of Parent, subject to the reasonable objection of the Shareholder Agent and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(F) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to the end of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved (such resolution to be evidenced by the written agreement of Parent and the Shareholder Agent or the written decision of the arbitrators as described in SECTION 10.2(F)), the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Indemnified Persons or to Company Shareholders pursuant to this SECTION 10.2(B) and SECTION 10.2(d)(iii) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Shareholder Agent and delivered to the Escrow Agent in writing.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence during the period following the Closing until the first anniversary of the Effective Time of the Merger 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 Company Shareholders Major Stockholders 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 Parent Indemnified Persons pursuant to this SECTION 10 11, 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 Stockholder Agent and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(F) hereof11.2(F), 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 Stockholder Agent or the written decision of the arbitrators as described in SECTION 10.2(F11.2(F)), the Escrow Agent shall deliver to the Company Shareholders Major Stockholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Indemnified Persons or to Company Shareholders Major Stockholders pursuant to this SECTION 10.2(B11.2(B) and SECTION 10.2(d)(iii11.2(D)(III) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Shareholder Stockholder Agent and delivered to the Escrow Agent in writing.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence during the period following the Closing until the first one year anniversary of the Effective Time of the Merger Closing (the "ESCROW PERIOD"“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 Company Shareholders Trust) in an amount equal to the Escrow Amount Shares less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Buyer, Parent and the other Buyer Indemnified Persons pursuant to this SECTION 10 Article VIII 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 Seller or any successor thereto (including the Shareholder Agent Trust) and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(FSection 8.2(f) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's ’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 Seller (or any successor thereto (including the Trust)) or the written decision of the arbitrators as described in SECTION 10.2(FSection 8.2(f)), the Escrow Agent shall deliver to Seller or any successor thereto (including the Company Shareholders Trust) the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Indemnified Persons or to Company Shareholders pursuant to this SECTION 10.2(B) and SECTION 10.2(d)(iii) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Shareholder Agent and delivered to the Escrow Agent in writing.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence during the period for twelve (12) months following the Closing until the first anniversary of the Effective Time of the Merger Date (the "ESCROW PERIOD"“Escrow Period”). At On or before the expiration last day of the Escrow Period 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 the Company Shareholders Seller in an amount equal to the Escrow Amount Fund less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Parent Buyer and the other Buyer Indemnified Persons pursuant to this SECTION 10 Article VIII and (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable judgment of Parent, subject according to the reasonable objection of the Shareholder Agent and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(F) hereofa Written Instruction or Arbitration Award, 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 Periodclaims, 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 a Written Instruction or the written decision of the arbitrators as described in SECTION 10.2(F)Arbitration Award), the Escrow Agent shall deliver to the Company Shareholders Seller the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Indemnified Persons or to Company Shareholders pursuant to this SECTION 10.2(B) and SECTION 10.2(d)(iii) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Shareholder Agent and delivered to the Escrow Agent in writing.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence during the period following the Closing until the first one year anniversary of the Effective Time of the Merger 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 Company Shareholders Trust) in an amount equal to the Escrow Amount Shares less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Buyer, Parent and the other Buyer Indemnified Persons pursuant to this SECTION 10 Article VIII 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 Seller or any successor thereto (including the Trust) and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(FSection 8.2(f) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Office 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 Seller (or any successor thereto) or the written decision of the arbitrators as described in SECTION 10.2(FSection 8.2(f)), the Escrow Agent shall deliver to Seller or any successor thereto (including the Company Shareholders Trust) the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Indemnified Persons or to Company Shareholders pursuant to this SECTION 10.2(B) and SECTION 10.2(d)(iii) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Shareholder Agent and delivered to the Escrow Agent in writing.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence during the period following the Closing until the first 15-month anniversary of the Effective Time of the Merger Closing Date (the "ESCROW PERIODEscrow Period"), ------------- subject to extension as set forth below. At the expiration of the Escrow Period a portion of Period, the Escrow Fund shall be released from Escrow escrow to the stockholders of the Company Shareholders entitled to receive the Merger Consideration hereunder, in an amount equal to the entire initial Escrow Amount Fund less an amount equal to the sum of (i) ---- all amounts theretofore distributed paid out of the Escrow Fund to Parent Splash and the other Indemnified Persons its subsidiaries pursuant to this SECTION 10 Article VII and (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable judgment of ParentSplash, subject to the reasonable objection of the Shareholder Stockholders' Agent (as defined in Section 7.2(g)) and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(FSection 7.2(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, Period (which amount shall remain in the Escrow Fund (and which shall cause 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))resolved, the Escrow Agent shall deliver to the eligible stockholders of the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Indemnified Persons or to stockholders of the Company Shareholders pursuant to this SECTION 10.2(B) and SECTION 10.2(d)(iiiSection 7.2(b) shall be made in proportion according to their respective original contributions to the each stockholder's Proportionate Escrow Fund, Interest as calculated by the Shareholder Agent and delivered certified to the Escrow Agent by the Stockholder's Agent (as defined in writingSection 7.2 (g) below).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall remain be in existence during the period immediately following the Closing until the first anniversary of the Effective Time of and shall terminate at 5:00 p.m. (California Time) on the Merger (the "ESCROW PERIOD"). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow earlier to the Company Shareholders in an amount equal to the Escrow Amount less an amount equal to the sum occur of (i) all amounts theretofore distributed out date that is one year following the Closing Date or (ii) the date of the Escrow Fund issuance by Parent's independent accountants of its first audit report relating to Parent's financial statements which would include an audit of the combined operations of Parent and the other Indemnified Persons pursuant Company, all such dates to this SECTION 10 and (ii) an amount equal be certified to such portion of the Escrow Fund which, Agent in an Officer's Certificate (the "Escrow Period"). Such amount (or some portion thereof) that is necessary in the reasonable judgment of Parent, subject to the reasonable objection of the Shareholder Securityholder Agent and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(FSection 7.2(f) hereof, is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period as are specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Securityholder Agent prior to termination of such Escrow Period, may be retained in the end Escrow Fund after termination 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 any or all such claims have been resolved (such resolution to be as evidenced by the written agreement of Parent and the Shareholder Agent or the written decision memorandum of the arbitrators as described in SECTION 10.2(F))Securityholder Agent and Parent, the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund that is not required to satisfy such claims. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent and the Securityholder Agent prior to the termination of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction, shall distribute the remainder of the Escrow Fund to the Company Shareholders in accordance with the provisions of this Section 7.2(b). Deliveries of Escrow Amounts to the Indemnified Persons or to Company Shareholders pursuant to this SECTION 10.2(B) and SECTION 10.2(d)(iiiSection 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund, Fund (as calculated by the Shareholder Agent and delivered to the Escrow Agent in writingset forth on Exhibit H attached hereto).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence during the period following the Closing until the first anniversary termination of the Effective Time representations and warranties of the Merger Company pursuant to Section 10.1 hereof (the "ESCROW PERIODEscrow Period"). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to the Company Shareholders Stockholders 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 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 Stockholder Agent and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(FSection 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 Stockholder Agent or the written decision of the arbitrators as described in SECTION 10.2(FSection 10.2(f)), the Escrow Agent shall deliver to the Company Shareholders Stockholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Indemnified Persons or to Company Shareholders Stockholders pursuant to this SECTION 10.2(BSection 10.2(b) and SECTION Section 10.2(d)(iii) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Shareholder Stockholder Agent and delivered to the Escrow Agent in writing.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall 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 The Escrow Fund shall be released from in existence immediately following the Effective Time and shall terminate at 5:00 p.m., California time, on the Expiration Date (the “Escrow to the Company Shareholders in an amount equal to Period”); provided that 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 Period shall not terminate with respect to such amount (or some portion of the Escrow Fund which, thereof) as is necessary in the reasonable judgment of Parent, subject to the reasonable objection of the Shareholder Securityholder Agent and the subsequent arbitration of the matter in the manner provided in SECTION 10.2(F) Section 7.4 hereof, is necessary to satisfy any unsatisfied claims specified reasonably described in any Officer's ’s Certificate theretofore delivered to the Escrow Agent prior to the end termination of such Escrow Period (such an extension of the Escrow Period, which amount a “Pending Claim Extension”); and, provided, further, that on the Expiration Date the Escrow Agent shall remain distribute to the Escrow Contributors (and in the case of Vested Assumed Options, such options shall be released from the provisions of Section 7.3(c)) the portion of the Escrow Fund that is not necessary (and as determined in the Escrow Fund shall remain in existencepreceding proviso) until to satisfy such claims have been resolvedunsatisfied claims. As soon as all such claims unsatisfied claims, if any, 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))resolved, the Escrow Agent shall deliver to the Company Shareholders Escrow Contributors the remaining portion of the Escrow Fund not required to satisfy (and in the case of Vested Assumed Options, such claimsoptions shall be released from the provisions of Section 7.3(c)), together with any accrued interest thereon. Deliveries of portions of the Escrow Amounts Fund, together with any accrued interest thereon, to the Indemnified Persons or to Company Shareholders Escrow Contributors pursuant to this SECTION 10.2(B) and SECTION 10.2(d)(iiiSection 7.3(b) shall be made in proportion to their respective original contributions to the Escrow Fund, Fund (including contributions pursuant to Section 1.8 as calculated by well as Section 7.3(c)) and the Shareholder Agent allocations of such distributions between Escrow Shares and delivered to Escrow Cash shall be in the Escrow Agent same proportions as the original contributions were so allocated. Fractional shares shall be dealt with in writingthe same manner as set forth in Section 1.7.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence during the period until one year following the Closing until the first anniversary of the Effective Time of the Merger Date (the "ESCROW PERIOD"“Escrow Period”). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to the Company Shareholders Seller Representative (as agent for Sellers) or as directed in writing by the Seller Representative in an amount equal to the Escrow Amount Fund less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Parent Buyer and the other Buyer Indemnified Persons pursuant to this SECTION 10 Article IX and (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable reasonable, good faith judgment of ParentBuyer, subject to the reasonable objection of the Shareholder Agent Seller Representative and the subsequent arbitration resolution of the matter in the manner provided in SECTION 10.2(F) hereofthis Section 9.2, is necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate theretofore delivered to the Escrow Agent on or 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 Buyer and the Shareholder Agent Seller Representative or as determined by the written decision of the arbitrator or arbitrators as described provided for in SECTION 10.2(F)this Article IX), the Escrow Agent shall deliver to the Company Shareholders Seller Representative (as agent for Sellers) or as directed in writing by the Seller Representative the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Indemnified Persons or to Company Shareholders pursuant to this SECTION 10.2(B) and SECTION 10.2(d)(iii) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Shareholder Agent and delivered to the Escrow Agent in writing.42

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence during the period following beginning on the Closing until the first anniversary Date and ending upon expiration of the Effective Time of the Merger 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 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, i.e. until the Losses subject to such claims have been determined, or it is ascertained with reasonable certainty that no such Losses will result. As soon as all such claims have been resolved (such resolution to be evidenced by the written agreement of Parent and the Shareholder Agent or the written decision of the arbitrators as described in SECTION 10.2(F)), the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Indemnified Persons or to Company Shareholders pursuant to this SECTION 10.2(B) and SECTION 10.2(d)(iii10.2(D)(III) shall be made in proportion to their the respective original contributions contribution to the Escrow Fund, by or on behalf of the Company Shareholders, as calculated by the Shareholder Agent and delivered to the Escrow Agent in writing.