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 Funds shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at Parent's headquarters, on the Survival Date (the "ESCROW PERIOD"); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Survival Date (the "ESCROW CLAIMS AMOUNT"). Any portion of the Escrow Funds not subject to the Escrow Claims Amount shall be delivered to the Stockholders within ten (10) business days after the Survival Date. As soon as any such claims covered by the Escrow Claims Amount have been resolved, the Escrow Agent shall deliver to the Stockholders within ten (10) business days after notification of such resolution the remaining portion of the Escrow Funds, if any, not required to satisfy such claims. Deliveries of the Escrow Amount out of the Escrow Funds to the Stockholders pursuant to this SECTION 7.3(c) shall be made in proportion to their respective pro rata portions of the Escrow Amount remaining in the Escrow Funds.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Funds Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at Parent's headquartersPacific time, on the Survival first anniversary of the Closing Date (the "ESCROW PERIODEscrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Agent (as defined in Section 7.2(i) hereof) and -------------- the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h) hereof, is necessary to satisfy any then pending and unsatisfied claims ------ specified in any Officer's Certificate delivered to the Escrow Agent and the Stockholder Representative pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- termination of the Escrow Period termination date with respect to facts and circumstances existing prior to the Survival Date (the "ESCROW CLAIMS AMOUNT"). Any portion termination of the such Escrow Funds not subject to the Escrow Claims Amount shall be delivered to the Stockholders within ten (10) business days after the Survival DatePeriod. As soon as any all such claims covered by the Escrow Claims Amount have been resolved, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver to the Stockholders within ten (10) business days after notification of such resolution Shareholders the remaining portion of the Escrow FundsFund, if any, not required to satisfy such claims. Deliveries of the Escrow Amount out of the Escrow Funds to the Stockholders Shareholders pursuant to this SECTION 7.3(cSection 7.2(d) shall be made in proportion to their respective pro rata portions of original -------------- contributions to the Escrow Amount remaining in the Escrow Funds.Fund as determined pursuant to Section 1.9(b). --------------

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Funds Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at Parent's headquarters, on the Survival Expiration Date (the "ESCROW PERIODEscrow Period"), at which time the Escrow Agent shall distribute the Escrow Fund to the Company Shareholders; provided, however, that the Escrow -------- ------- Period shall not terminate with respect to to, and the Escrow Agent shall retain in the Escrow Fund, any amount which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative (as defined in Section 7.3 ----------- below) and the subsequent arbitration of the matter in the manner provided in Section 7.2(f) hereof, is necessary to satisfy any unsatisfied claims specified -------------- in any Officer's Certificate delivered to the Escrow Agent and the Stockholder Shareholder Representative pursuant to Sections 7.2(d) and (e) prior to the Escrow Period termination date Expiration Date --------------- --- with respect to facts and circumstances existing prior to the Survival Date (the "ESCROW CLAIMS AMOUNT"). Any portion of the Escrow Funds not subject to the Escrow Claims Amount shall be delivered to the Stockholders within ten (10) business days after the Survival Expiration Date. As soon as any all such claims covered by the Escrow Claims Amount have been resolved, the Escrow Agent shall deliver to the Stockholders within ten (10) business days after notification of such resolution Company Shareholders the remaining portion of the Escrow Funds, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount out of the Escrow Funds Amounts to the Stockholders Company Shareholders pursuant to this SECTION 7.3(cSection 7.2(b) shall be made in proportion to their respective pro rata portions of -------------- original contributions to the Escrow Amount remaining in the Escrow FundsFund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Funds Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at Parent's headquarters, midnight Eastern Time on the Survival date that is twelve (12) months following the Closing Date (the "ESCROW PERIOD"“Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, is necessary to satisfy any unsatisfied claims specified in any certificate executed by an officer of Parent (an “Officer's Certificate ’s Certificate”) delivered to the Escrow Agent and the Stockholder Representative prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Survival Date (the "ESCROW CLAIMS AMOUNT"). Any portion of the Escrow Funds not subject to the Escrow Claims Amount shall be delivered to the Stockholders within ten (10) business days after the Survival Date. As soon as any all such claims covered by the Escrow Claims Amount have been resolved, the Escrow Agent shall deliver to the Stockholders within ten (10) business days after notification of such resolution Company Holders in accordance with payment instructions provided by the Representative the remaining portion of the Escrow FundsFund, if any, not required to satisfy such claims. Deliveries of the Escrow Amount out of the Escrow Funds Fund (or any portion thereof) to the Stockholders Company Holders pursuant to this SECTION 7.3(cSection 7.3(b) shall be made in proportion to their respective pro rata portions Pro Rata Portion of the remaining Escrow Amount remaining in Fund, with the Escrow Fundsamount delivered to each Company Holder rounded to the nearest whole cent ($0.01).

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Funds Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at Parent's headquartersPacific time, on the Survival first anniversary of the Closing Date (the "ESCROW PERIODEscrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h) hereof, is necessary to satisfy any then pending and unsatisfied claims ------ specified in any Officer's Certificate delivered to the Escrow Agent and the Stockholder Representative pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- termination of the Escrow Period termination date with respect to facts and circumstances existing prior to the Survival Date (the "ESCROW CLAIMS AMOUNT"). Any portion termination of the such Escrow Funds not subject to the Escrow Claims Amount shall be delivered to the Stockholders within ten (10) business days after the Survival DatePeriod. As soon as any all such claims covered by the Escrow Claims Amount have been resolved, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver to the Stockholders within ten (10) business days after notification of such resolution Shareholders the remaining portion of the Escrow FundsFund, if any, not required to satisfy such claims. Deliveries of the Escrow Amount out of the Escrow Funds to the Stockholders Shareholders pursuant to this SECTION 7.3(cSection 7.2(d) shall be made in proportion to -------------- their respective pro rata portions of original contributions to the Escrow Amount remaining in the Escrow Funds.Fund as determined pursuant to Section 1.9(b). --------------