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 at 5:00 p.m., Eastern Time, on the Expiration Date (the “Escrow Period”); provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary, in the reasonable judgment of Parent and subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 10.02(g) hereof, to satisfy any unsatisfied Losses concerning facts and circumstances existing prior to the termination of the Escrow Period specified in any Officer’s Certificate delivered to the Escrow Agent prior to termination of the Escrow Period. As soon as any such Loss has been resolved, the Escrow Agent shall deliver to the Securityholders the remaining portion of the Escrow Fund not required to satisfy any other such unresolved Loss. Deliveries of amounts from the Escrow Fund to the Securityholders pursuant to this Section 10.02(b) shall be made in their respective Pro Rata Share of the amount being distributed from the Escrow Fund, provided that Parent may elect, in its discretion, to pay all Option Holders directly.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Indemnification Escrow Fund shall be in existence immediately following the Effective Time and shall terminate terminate, and, subject to Section 8.3, all shares of Parent Common Stock and other property remaining in the Indemnification Escrow Fund shall be distributed to Company Stockholders, at 5:00 p.m., Eastern Time, P.D.T. on the Expiration Date (the “Escrow Period”); provided provided, however, that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof) that is necessarywhich, in the reasonable judgment of Parent and Parent, subject to the objection of the Securityholder Agent Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 10.02(g8.2(g) hereof, is necessary to satisfy any unsatisfied Losses concerning facts and circumstances existing prior to the termination of the Escrow Period claims specified in any Officer’s Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As Subject to the provisions of Section 8.3, as soon as any all such Loss has claims have been resolved, the Escrow Agent shall deliver to the Securityholders Company Stockholders any remaining shares of Parent Common Stock and other property then held in the remaining portion of the Indemnification Escrow Fund not required to satisfy any other such unresolved Lossclaims. Deliveries of amounts from the Escrow Fund Amounts to the Securityholders Company Stockholders pursuant to this Section 10.02(b8.2(c) shall be made in proportion to their respective Pro Rata Share of the amount being distributed from original contributions to the Escrow Fund, provided that Parent may elect, in its discretion, to pay all Option Holders directly.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Eastern TimePacific time, on the thirtieth (30th) day after the Expiration Date (the “Escrow Period”); provided that . Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to such amount (or some portion thereof) ), that together with the aggregate amount remaining in the Escrow Fund is necessary, necessary in the reasonable judgment of Parent and Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 10.02(g7.2(g) hereof, to satisfy any unsatisfied Losses claims concerning facts and circumstances existing prior to the termination of the Escrow Period specified in any Officer’s Certificate delivered to the Escrow Agent prior to termination of the such Escrow Period. As soon as any all such Loss has claims have been resolved, the Escrow Agent shall deliver to the Securityholders contributors of the Escrow Fund the remaining portion of the Escrow Fund to the extent not required to satisfy any other such unresolved Lossclaims. Deliveries of the amounts from out of the Escrow Fund to the Securityholders pursuant to this Section 10.02(b7.2(c) shall be made in proportion to their respective Pro Rata Share of the amount being distributed from original contributions to the Escrow Fund, provided that Parent may elect, in its discretion, Fund as determined pursuant to pay all Option Holders directlySection 1.8(b).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Eastern Time, on the Expiration twelve (12) month anniversary of the Closing Date (the “Escrow Period”); provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary, in the reasonable judgment of Parent and subject to the objection of the Securityholder Shareholder Agent and the subsequent arbitration of the matter in the manner provided in Section 10.02(g10.02(i) hereof, to satisfy any unsatisfied Losses concerning facts and circumstances existing prior to the termination of the Escrow Period claims specified in any Officer’s Certificate delivered to the Escrow Agent prior to termination of the Escrow Period, including the costs and expenses of Remediation indemnifiable under Section 10.02(a)(vi), as reasonably estimated by Parent in good faith. As soon as any such Loss has been resolved, the Escrow Agent shall deliver to the Securityholders Shareholders the remaining portion of the Escrow Fund not required to satisfy any other such unresolved Loss. Deliveries of amounts from the Escrow Fund to the Securityholders Shareholders pursuant to this Section 10.02(b10.02(e) shall be made in their respective Pro Rata Share of the amount being distributed from the Escrow Fund, provided that Parent may elect, in its discretion, to pay all Option Holders directly.