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

Escrow Period; Distribution upon Termination of Escrow Periods. 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 date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied 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 soon as all such claims have been resolved, 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 Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- ------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied 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 soon as all such claims have been resolved, 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 Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., 11:59 p.m. Pacific Time, time on the date of the first anniversary of the Effective Time Escrow Termination Date (the "“Escrow Period"”); provided that the Escrow Period shall not terminate with -------------- respect to (and only to) such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund that is reasonably necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to concerning facts and circumstances existing prior to the termination of such Escrow PeriodPeriod and to the extent specified in any Officer’s Certificate delivered to the Escrow Agent and Stockholder Representative prior to termination of such Escrow Period (“Eligible Claims”). As soon as all such claims Eligible Claims have been resolvedresolved pursuant to the terms hereof, the Escrow Agent shall deliver transfer to the Company Shareholders Pathlore Stockholders the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claimsthe Eligible Claims. Deliveries To the extent the Escrow Fund exceeds the amount of Eligible Claims on or after the Escrow Amounts Termination Date, the Escrow Agent shall transfer to the Company Shareholders pursuant to this Section 7.2(b) shall be made Pathlore Stockholders the amount, if any, of any excess above the amount of the Eligible Claims then remaining in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeCalifornia time, on the date of the first anniversary of the Effective Time Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if ), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative Securityholder Agent and the subsequent arbitration of the matter in the manner provided in this Section 7.27.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the stockholders of the Company Shareholders the remaining portion of the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders of the Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeMinnesota time, on the date of the first anniversary of the Effective Time Expiration Date (the "Escrow Period"); provided provided, however, -------- ------- that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if ), that is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative Securityholder Agents and the subsequent arbitration of the matter in the manner provided in this Section 7.28.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agents and Parent, the Escrow Agent shall deliver to the shareholders of the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the shareholders of the Company Shareholders pursuant to this Section 7.2(b8.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund (as set forth on the Closing Date Payment Schedule). At all times during the Escrow Period, the Company shareholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock comprising the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., Pacific TimeCalifornia time, on the date later to occur of (i) the first anniversary of the Effective Time Closing and (ii) [the final resolution of all claim, made by or on behalf of Netsource and relating to the Netsource Agreement] (the "Escrow PeriodESCROW PERIOD"); provided PROVIDED, that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if ), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of ParentHealtheon, subject to the objection of the Shareholder Representative Securityholder Agent and the subsequent arbitration of the matter in the manner provided in this Section 7.27.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders Company, or its transferees, the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Members of the Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeP.S.T., on the date of the first anniversary of that is ninety (90) days after the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- respect to such amount remaining portion of the Escrow Fund (or some portion thereof) if that in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative Securityholder Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in this Section 7.25.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any then pending unsatisfied 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 the Escrow Period. At the termination of the Escrow Period, the Escrow Agent shall deliver to the Stockholder the portion of the Escrow Fund not required to satisfy such claims. Shares released from the Escrow Fund to satisfy Losses shall be valued solely for the purpose of this Agreement at $1.67 per share. As soon as all such outstanding claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders the Stockholder any remaining portion of the Escrow Fund not required used to satisfy such claims. Deliveries of Escrow Amounts to the Company Shareholders Stockholder pursuant to this Section 7.2(b5.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not ------------- terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied 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 soon as all such claims have been resolved, 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 Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeCalifornia time, on the date of the first anniversary of the Effective Time Expiration Date (the "Escrow Period"); provided that the ------------- Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if ), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative Securityholder Agent and the subsequent arbitration of the matter in the manner provided in this Section 7.27.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the stockholders of the Company Shareholders the remaining portion of the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders of the Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- ------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Stockholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied 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 soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders Stockholders (other than Xxxxx Associates Investors) or their designees the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Shareholders Stockholders (other than Xxxxx Associates Investors) or their designees pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeCalifornia time, on the date of thirty (30) days following the first anniversary of the Effective Time Closing Date (the "“Escrow Period"”); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if ), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative Securityholder Agent and the subsequent arbitration of the matter in the manner provided in this Section 7.27.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's ’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 soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Principal Shareholders the remaining portion of the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Principal Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.Fund as determined pursuant to Section 1.8(b). -39- (c)

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeCalifornia time, on the date of the first anniversary of the Effective Time Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if of the aggregate amount remaining in the Escrow Fund that is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative Securityholder Agent and the subsequent arbitration of the matter in the manner provided in this Section 7.27.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Shareholders and the holders of Company Shareholders Options who have contributed to the Optionholder Escrow Fund ("CONTRIBUTING OPTIONHOLDERS") the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts shares of Parent Common Stock to the Company Shareholders and the Contributing Optionholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time availability of Earnout funds and shall terminate at 5:00 p.m., Pacific TimeCalifornia time, on the date of the first anniversary of the Effective Time Expiration Date (the "“Escrow Period"”); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if ), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of ParentTarantella, subject to the objection of the Shareholder Representative Shareholders’ Agent and the subsequent arbitration of the matter in the manner provided in this Section 7.27.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's ’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 soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders former shareholders of New Moon the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of the Escrow Amounts to the Company Shareholders former shareholders of New Moon pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.. Table of Contents

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeCalifornia time, on the date of the first anniversary of the Effective Time Expiration Date (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund that is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the termination of such Escrow Period with respect Period, subject to the objection of the Securityholder Agent and the subsequent resolution of the matter in the manner provided in Section 7.2(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any such Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders Principal Stockholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Shareholders Principal Stockholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund as determined pursuant to Section 1.8(b).

Escrow Period; Distribution upon Termination of Escrow Periods. 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 date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination the first anniversary of such Escrow Period the Effective Time with respect to facts and circumstances existing prior to such first anniversary of the termination of such Escrow PeriodEffective Time. As soon as all such claims have been resolved, 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 Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeCalifornia time, on the date of the first anniversary of the Effective Time Expiration Date (the "Escrow Period"); provided provided, however, that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if ), that is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative Securityholder Agents and the subsequent arbitration of the matter in the manner provided in this Section 7.28.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agents and Parent, the Escrow Agent shall deliver to the shareholders of the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the shareholders of the Company Shareholders pursuant to this Section 7.2(b8.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund (as set forth on the Closing Date Payment Schedule). At all times during the Escrow Period, the Company shareholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock comprising the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 11:59 p.m., Pacific TimeCalifornia time, on the date of the first anniversary of the Effective Time Expiration Date (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the a reasonable judgment of Parent, subject to the objection of the Shareholder Representative Securityholder Agent and the subsequent arbitration of the matter in the manner provided in this Section 7.27.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied 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 soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Principal Shareholders the remaining portion of the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Principal Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, subject to Section 7.2(f), such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied 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 soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claimsclaims as their interests therein then exist. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund except to the extent that the provisions of Section 7.2(f) require otherwise.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeP.S.T., on the date of the first anniversary of the Effective Time Closing Date (the "Escrow Period"); provided provided, however, that the Escrow Period shall not terminate with -------------- respect to such any amount (or some portion thereof) if which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative Agent and the subsequent arbitration of the matter in the manner provided in this Section 7.27.2(g) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(e) below prior to the thirtieth (30th) calendar day following the termination of such the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders Shareholder the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.2(b7.2(c) shall be made in proportion to their respective original contributions to the Escrow Fund.Fund as determined pursuant to Section 1.9(b). -52- 57

Escrow Period; Distribution upon Termination of Escrow Periods. (i) The First Sub Account. 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 Standard Time, on the date of the first anniversary of the Effective Time Expiration Date (the "First Sub Account Escrow Period"); provided that the ------------------------------- Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if ), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of ParentAndromedia, subject to the objection of the Shareholder Representative Securityholder Agent and the subsequent arbitration of the matter in the manner provided in this Section 7.28.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such First Sub Account Escrow Period 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 soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders shareholders of LikeMinds the remaining portion of the Escrow Fund and not be required to satisfy such claims. Deliveries of Escrow First Sub Account Amounts to the Company Shareholders shareholders of LikeMinds pursuant to this Section 7.2(b8.2(b)(i) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeCalifornia time, on the date of the first anniversary of the Effective Time Expiration Date (the "Escrow Period"); provided provided, however, that the Escrow -------- ------- Period shall not terminate with -------------- respect to such amount (or some portion thereof) if ), that is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative Securityholder Agents and the subsequent arbitration of the matter in the manner provided in this Section 7.2Sections 6 and 8 hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agents and Parent, the Escrow Agent shall deliver to the shareholders of the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the shareholders of the Company Shareholders pursuant to this Section 7.2(b) 4 shall be made in proportion to their respective original contributions to the Escrow FundFund (as set forth on the Closing Date Payment Schedule). At all times during the Escrow Period, the Company shareholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock comprising the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 date of the first anniversary of the Effective Time (the "Escrow Period"), at which time all shares and amounts therein shall be released ------------- and delivered to the Company Shareholders; provided provided, however, that if at such time there are any claims that have been identified in Officer's Certificates (as defined below) and which remain unresolved, in which case an amount equal to the aggregate dollar amount of such claims (as shown in said Officer's Certificates) shall be retained by the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining Agent in the Escrow Fund is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate pending the resolution of such claims, and the balance, if any, 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 PeriodCompany Shareholders. As soon as all such unresolved claims have been resolved, 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 Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund, with appropriate adjustments to account for the exemptions from certain indemnity claims provided for by Section 7.3(i).

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeCalifornia time, on the date of the first anniversary of the Effective Time Expiration Date (the "“Escrow Period"”); provided that neither the Escrow Period nor the Escrow Fund shall not terminate with -------------- respect to such amount (or some portion thereof) if ), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative Securityholder Agent and the subsequent arbitration of the matter in the manner provided in this Section 7.27.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's ’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 soon as all such claims have been resolved, 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 Company Shareholders Stockholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund as determined pursuant to Section 1.9(b).

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time Closing Date and shall terminate at 5:00 p.m., Pacific Time, on the date of the first anniversary of the Effective Time Closing Date (the "“Escrow Period"”); provided provided, however, that the Escrow Period shall not terminate with -------------- respect to such any amount (or some portion thereof) if which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate (as defined 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. As soon as all such claims have been resolved, the The Escrow Agent shall promptly deliver to the Company Shareholders Stockholders, and the Escrow Period shall terminate with respect to, the remaining portion of the Escrow Fund not required to satisfy such claims following the termination of the Escrow Period. As soon as all such claims have been resolved and obligations have been satisfied, the Escrow Agent shall deliver to the Stockholders all portions of the Escrow Fund not required to satisfy such claims. Deliveries Stockholders shall receive a pro rata portion of the funds released from the Escrow Amounts to the Company Shareholders pursuant to this Section 7.2(b) shall be made Fund in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 date of the first anniversary of the Effective Time Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent), subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Stockholder Agent in the manner provided in Section 7.2(e) hereof) to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent 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 soon as all such claims have been resolved, the Escrow Agent shall deliver transfer to the Company Shareholders stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders of the Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeP.S.T., on the date of the first anniversary of twelve months after the Effective Time (the "Escrow PeriodESCROW PERIOD"); provided PROVIDED that the Escrow Period shall not terminate with -------------- respect to such amount remaining portion of the Escrow Fund (or some portion thereof) if that in the reasonable judgment judgement of Parent, subject to the objection of the Shareholder Representative Shareholders Agent (as defined in the Escrow and Indemnity Agreement) and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund and Indemnity Agreement, is necessary to satisfy any unsatisfied claims Claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims Claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claimsClaims. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective Shareholders' original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- ------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied 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 soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders Members the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Shareholders Members pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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 TimeCalifornia time, on the date of the first anniversary of the Effective Time Expiration Date (the "Escrow Period"); provided that neither the Escrow Period nor the Escrow Fund shall not terminate with -------------- respect to such amount (or some portion thereof) if ), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative Securityholder Agent and the subsequent arbitration of the matter in the manner provided in this Section 7.27.2(f) hereof, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, 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 Company Shareholders Stockholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund as determined pursuant to Section 1.9(b).