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., local time at Parent’s corporate headquarters in California, on the second anniversary of the Closing Date (the “Escrow Period”), and the Escrow Agent shall distribute the funds in the Escrow Fund to the Stockholders immediately upon such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) 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 with respect to such claims, and any such amount shall not be distributed to the Stockholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims. No claims may be asserted against the Escrow Fund after the Survival Date. Deliveries of the Escrow Amount out of the Escrow Fund to the Stockholders pursuant to this Section 8.4(e) shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund, with the amount delivered to each Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up).

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., local time at Parent’s corporate headquarters in California, on the second anniversary last day of the General Survival Period. After Closing, Parent shall provide the Escrow Agent with a certificate setting forth the Closing Date (the “Escrow Period”), and the date of the last day of the General Survival Period. The Escrow Agent shall distribute the funds in the Escrow Fund (less the amount of any Representative Expenses submitted to the Stockholders immediately upon Escrow Agent in a certificate by the Shareholder Representative pursuant to Section 7.6(f) or by the Earnout Representative pursuant to Section 1.6(e)(ix) prior to such terminationdistribution) to the Indemnifying Parties within five (5) Business Days following delivery of the spreadsheet to the Escrow Agent pursuant to Section 7.5(c); provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Stockholder Shareholder Representative prior to the Escrow end of the General Survival Period termination date with respect to facts and circumstances existing prior to the end of the General Survival Date with respect to such claimsPeriod, and any such amount shall not be distributed to the Stockholders Indemnifying Parties at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy such or any other Unresolved Claims. No claims may be asserted against the Escrow Fund after the Survival Date. Deliveries Any distribution of the Escrow Amount out of funds from the Escrow Fund to the Stockholders Indemnifying Parties pursuant to this Section 8.4(e7.5(b) shall be made in proportion referred to their respective Pro Rata Portions of the remaining amounts in the herein as an “Escrow Fund, with the amount delivered to each Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up)Release.”

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., local time at Parent’s corporate headquarters in CaliforniaCalifornia time, on the second anniversary of the Closing Expiration Date (the “"Escrow Period”"); PROVIDED, and the Escrow Agent shall distribute the funds in the Escrow Fund to the Stockholders immediately upon such termination; provided, howeverHOWEVER, that the Escrow Fund Period shall not terminate with respect to any such amount (or some portion thereof), that together with the aggregate amount remaining in respect the Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims existing prior to the termination of such Escrow Period specified in any Officer’s 's Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Stockholder Representative prior to the termination of such Escrow Period termination date with respect to facts and circumstances existing prior to the Survival Date with respect to such claims, and any such amount shall not be distributed to the Stockholders at such timePeriod. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the Stockholders shareholders of the Company the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such Unresolved Claims. No claims may be asserted against the Escrow Fund after the Survival Dateclaims. Deliveries of Escrow Amounts to the Escrow Amount out shareholders of the Escrow Fund to the Stockholders Company pursuant to this Section 8.4(e8.2(b) shall be made in proportion to their respective Pro Rata Portions original contributions to the Escrow Fund (as set forth on the Escrow Schedule). At all times during the Escrow Period, the former Company shareholders shall be deemed to be the record holders of their respective amounts of the remaining amounts in Parent Common Stock comprising the Escrow Fund, with the amount delivered to each Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up)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., local time at Parent’s corporate headquarters in CaliforniaCalifornia time, on the second anniversary of the Closing Expiration Date (the “"Escrow Period”"), and the Escrow Agent shall distribute the funds in the Escrow Fund to the Stockholders immediately upon such termination; provided, however, that the Escrow Fund -------- ------- Period shall not terminate with respect to any such amount (or some portion thereof), that is necessary in respect the reasonable judgment of Parent, subject to the objection of the Securityholder Agents and the subsequent arbitration of the matter in the manner provided in Sections 6 and 8 hereof, to satisfy any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Stockholder Representative prior to the Escrow Period termination date with respect to concerning facts and circumstances existing prior to the Survival Date with respect to termination of such claims, and Escrow Period specified in any such amount shall not be distributed Officer's Certificate delivered to the Stockholders at Escrow Agent prior to termination of such timeEscrow 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 Stockholders shareholders of the Company the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such Unresolved Claims. No claims may be asserted against the Escrow Fund after the Survival Dateclaims. Deliveries of Escrow Amounts to the Escrow Amount out shareholders of the Escrow Fund to the Stockholders Company pursuant to this Section 8.4(e) 4 shall be made in proportion to their respective Pro Rata Portions original contributions to the Escrow Fund (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 remaining amounts in Parent Common Stock comprising the Escrow Fund, with the amount delivered to each Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up)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., local time at Parent’s corporate headquarters in California, on the second anniversary of the Closing Survival Date (the “Escrow Period”), ) and the Escrow Agent shall distribute the funds in the Escrow Fund Account to the Stockholders immediately upon Indemnifying Parties following such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) 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 with respect to such claimsDate, and any such amount shall not be distributed to the Stockholders Indemnifying Parties at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy such or any other Unresolved Claims. No claims may be asserted against the Escrow Fund after the Survival Date. Deliveries of the Escrow Amount out of the Escrow Fund to the Stockholders Indemnifying Parties pursuant to this Section 8.4(e7.4(c) shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund, with the amount delivered to each Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up).