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 and the Escrow Agreement, the Available Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time on the fifth (5th) business day after 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, if any, specified in any Officer's Certificate delivered to the Stockholder Representative and the Escrow Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing on or prior to the Survival Date. Parent shall give the Escrow Agent notice of any amounts of still pending claims, or any unsatisfied claims in any Officer's Certificate. Following the termination of the Escrow Period, each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, not required to satisfy such claims and each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, following resolution of all such claims, if any, by Parent. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements and the Escrow Agreementrequirements, the Available Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time California time, on the fifth (5th) business day after the Survival Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided, however, that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, is necessary subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g) hereof, to satisfy any unsatisfied claims, if any, claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Stockholder Representative and the Escrow Agent prior to the termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Escrow Period with respect to facts Securityholder Agent and circumstances existing on or prior to the Survival Date. Parent shall give Parent, the Escrow Agent notice of any amounts of still pending claims, or any unsatisfied claims in any Officer's Certificate. Following shall deliver to the termination shareholders of the Escrow Period, each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of Company the remaining portion of the Available Escrow Fund, if any, Fund not required to satisfy such claims and each claims; provided, however, the Escrow Agent shall release to the shareholders of the Indemnifying Parties shall be entitled to receive Company on the Expiration Date such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, following resolution Fund that is in excess of all such claims, if any, by Parent. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so statedin dispute of any unsatisfied claims. Deliveries of Escrow Amounts to the shareholders of the Company pursuant to this Section 8.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund (as set forth on the Escrow Schedule). At all times during the Escrow Period, the date each such item was paid, sustained, incurred, or accrued, or Company shareholders shall be deemed to be the basis for such anticipated liability, and the nature record holders of their respective amounts of the misrepresentation, breach Parent Common Stock and Parent Preferred Stock comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of warranty or covenant Company shareholders' names and addresses and pro rata share of the Escrow Amount prior to which such item is relatedthe date of distribution of the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements and the Escrow Agreementrequirements, the Available Escrow Fund shall be in existence immediately following the Effective Time Closing and shall terminate at 5:00 p.m., local Pacific time on the fifth date that is ten (5th10) business day after days following the Survival End Date (the "“Escrow Period"”); provided, however, that the Escrow Period shall not terminate with respect to any amount whichwhich Buyer informs the Escrow Agent in writing is necessary, in the good faith reasonable judgment of ParentBuyer, is necessary to satisfy any unsatisfied claims, if any, claims specified in any Officer's ’s Certificate delivered to the Stockholder Representative and the Escrow Agent prior to the termination of the Escrow Period with respect to facts (such claims, the “Unsatisfied Claims”) and circumstances existing on or prior to the Survival Date. Parent shall give the Escrow Agent notice shall retain possession of any amounts such amount in accordance with the terms of still pending claims, or any unsatisfied claims in any Officer's Certificatethe Escrow Agreement. Following Promptly following the termination of the Escrow Period, the Escrow Agent shall distribute any amounts then remaining in the Escrow Fund (less any amount required to satisfy any Unsatisfied Claims) to the Paying Agent for distribution to each Indemnifying Party as set forth in Section 2.4(b). Promptly following resolution of any Unsatisfied Claim, Buyer and the Sellers’ Representative shall instruct the Escrow Agent to distribute the remainder of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion Escrow Fund (if any) as provided in the resolution of such Unsatisfied Claim. Following the Escrow Period, and subject to any amounts necessary, in the good faith reasonable judgment of Buyer, to satisfy any Unsatisfied Claim, any Holdback Shares not withheld by Parent pursuant to Section 9.5(c)(iii) shall be released to Founder pursuant to the terms of the remaining portion Restricted Stock Award Agreement described in Section 2.3(e)(ii), provided that the initial tranche of Parent Shares subject to the one-year vesting period has vested thereunder. No Holdback Shares shall be released from the forfeiture restrictions to the extent they did not vest in accordance with the terms of the Available Escrow Fund, if any, not required to satisfy such claims and each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, following resolution of all such claims, if any, by Parent. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is relatedRestricted Stock Agreement.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements and the Escrow Agreement, the Available Escrow Fund shall be in existence immediately following the Effective Time Closing and shall terminate at 5:00 p.m., local time on the fifth (5th) business day after the Survival Date five year anniversary date thereof (the "“Escrow Period"Termination Date”); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of ParentBuyer, is necessary to satisfy any unsatisfied claims, if any, claims specified in any Officer's Claim Certificate delivered to the Stockholder Representative and the Escrow Agent prior to the termination of the Escrow Period with respect (the “Unsatisfied Claim Amount”). The Escrow Agent shall deliver, promptly following the Escrow Termination Date, to facts Seller all amounts remaining in the Escrow Fund at the Escrow Termination Date less the Unsatisfied Claim Amount. Any Unsatisfied Claim Amount which Buyer has accrued but which Buyer has not sustained or incurred and circumstances existing on or prior which Buyer elects to no longer accrue during the Survival Date. Parent one (1) year period following the end of the Escrow Period shall give be promptly delivered to Seller by the Escrow Agent notice of any amounts of still pending claimsupon appropriate instructions from Buyer. In addition, or any unsatisfied claims in any Officer's Certificate. Following one (1) year following the termination end of the Escrow Period, each the Escrow Agent shall deliver to Seller an amount equal to any Unsatisfied Claim Amounts still remaining in the Escrow Fund less any amounts which, in the reasonable judgment of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow FundBuyer, if any, not required are necessary to satisfy such claims and each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, following resolution of all such claims, if any, by Parent. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party unsatisfied Losses which Buyer has paid, sustained, incurred, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.

Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements and the Escrow Agreementother provisions of this Section 7.3(b), the Available Escrow Fund shall be in existence immediately following the Effective Time of Merger I and shall terminate at 5:00 p.m.11:59 p.m. Washington State time, local time on the Escrow Termination Date (the "ESCROW Period"). (ii) At 11:59 p.m. Washington State time, on the nine (9) month anniversary of the Closing Date (the "INITIAL ESCROW TERMINATION DATE"), the Escrow Fund shall terminate with respect to fifty percent (50%) of the Escrow Shares initially deposited into the Escrow Fund and fifty percent (50%) of the Escrow Cash initially deposited into the Escrow Fund, less: (A) any amounts which have been distributed out of the Escrow Fund prior to the Initial Escrow Termination Date pursuant to SECTION 7.2(f) in satisfaction of indemnification claims pursuant to this SECTION 7.2, and (B) any amounts (the "INITIAL ESCROW HOLDBACK AMOUNT") which, in the reasonable judgment of Parent, subject to the reasonable objection of the Shareholder Representative, is necessary to satisfy any then pending and unsatisfied claims specified in any Claim Certificate(s) delivered to the Escrow Agent prior to the fifth (5th) business day Business Day following the Initial Escrow Termination Date with respect to facts and circumstances existing prior to the Initial Escrow Termination Date. Promptly (and in any event within ten (10) Business Days) after all such claims have been resolved, the Survival Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Initial Escrow Holdback Amount, if any, not required to satisfy the claims described in SECTION 7.2(d)(II)(B). (iii) At 11:59 p.m. Washington State time, on the Escrow Termination Date (the "Escrow Period")Fund shall terminate with respect to any amounts of Escrow Shares and Escrow Cash remaining in the Escrow Fund at that time; provided, however, that the Escrow Period and the Escrow Fund shall not terminate with respect to any amount which, in the reasonable judgment of Parent, subject to the reasonable objection of the Shareholder Representative, is necessary to satisfy any then pending and unsatisfied claims, if any, claims specified in any Officer's Claim Certificate delivered to the Stockholder Representative and the Escrow Agent prior to the termination of fifth (5th) Business Day following the Escrow Period Termination Date with respect to facts and circumstances existing on or prior to the Survival Escrow Termination Date. Parent shall give Promptly (and in any event within ten (10) Business Days) after all such claims have been resolved, the Escrow Agent notice of any amounts of still pending claims, or any unsatisfied claims in any Officer's Certificate. Following shall deliver to the termination of the Escrow Period, each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of Company Shareholders the remaining portion of the Available Escrow Fund, if any, not required to satisfy such claims (the "REMAINING PORTION"). (iv) Deliveries of Escrow Shares and Escrow Cash pursuant to SECTIONS 7.2(d)(II) and 7.2(d)(III) above shall be made pro rata from the Escrow Fund contributions made by each Company Shareholder based on the original contributions of Escrow Shares and Escrow Cash of each Company Shareholder. With respect to any Company Shareholder that contributed Escrow Shares and Escrow Cash that is Restricted, the delivery of Escrow Shares and Escrow Cash out of the Indemnifying Parties Escrow Fund shall be entitled allocated between Restricted and Unrestricted Escrow Shares and Escrow Cash in the same proportions as such Company Shareholder's entire contribution to receive the Escrow Fund is then allocated between Restricted and Unrestricted Escrow Shares and Escrow Cash. With respect to the Escrow Shares and Escrow Cash that are Restricted, the delivery out of the Escrow Fund shall be allocated among the different portions that Vest at different times in the same proportion as such personCompany Shareholder's Pro Rata Portion entire contribution to the Escrow Fund is then allocated among such different portions that Vest at different times. (if anyv) Pursuant to SECTION 1.7(c), the Escrow Shares and Escrow Cash contributed to the Escrow Fund by the Principal Shareholders consists of Escrow Shares and Escrow Cash that are Restricted and Unrestricted. If Escrow Shares and Escrow Cash which are Restricted are released upon termination of the Escrow Period in accordance with SECTION 7.2(d)(II) OR SECTION 7.2(d)(III) of this Agreement, such Escrow Shares and Escrow Cash shall be released to Parent to be held by Parent pursuant to the terms of the agreement which provides for the risk of forfeiture or divestment or repurchase right. (vi) Within ten (10) Business Days following the Initial Escrow Termination Date and the Escrow Termination Date, Parent will notify the Shareholder Representative and the Escrow Agent in writing of the portion of the Escrow Fund that may be distributed pursuant to this Section 7.3 (each, an "ESCROW DISTRIBUTION NOTICE"), and the allocation of such distribution, subject to objection by the Shareholder Representative pursuant to SECTION 7.3(d). If the Escrow Agent does not timely receive any such Escrow Distribution Notice from Parent, the Escrow Agent shall promptly (and in any event within ten (10) Business Days) after the expiration of such ten (10) Business Day period deliver to the Company Shareholders the remaining portion of the Available Escrow Fund, if any, subject to the limitations of SECTIONS 7(d)(II) and 7(d)(III) above. The Shareholder Representative shall have twenty (20) days following resolution receipt of all such claims, if any, notice from Parent during which to object to the contents thereof by Parentsending written notice of such objection to Parent and to the Escrow Agent. For If the purposes hereof, "Officer's Certificate" shall mean a certificate signed by Escrow Agent does not timely receive any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurredsuch written objection from the Shareholder Representative, or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying if such notice period is waived in reasonable detail writing by the individual items of Losses included in the amount so statedShareholder Representative, the date each such item was paid, sustained, incurred, or accrued, or Escrow Agent shall distribute Escrow Shares and Escrow Cash from the basis for such anticipated Escrow Fund in accordance with the Escrow Distribution Notice and will incur no liability, and the nature of the misrepresentationshall be fully protected, breach of warranty or covenant in relying on such Escrow Distribution Notice and shall have no obligation to which take any action until it has received such item is relatednotice.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements and the Escrow Agreementrequirements, the Available Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local Pacific time on the fifth (5th) business day Business Day after 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, if any, claims specified in any Officer's ’s Certificate delivered to the Escrow Agent and the Stockholder Representative and the Escrow Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing on or prior to the Survival Date. The Parent shall give the Escrow Agent written notice of the occurrence of both the Effective Time and the Survival Time. The Escrow Agent shall be deemed not to have any amounts knowledge of still pending claims, the occurrence of either the Effective Time or any unsatisfied claims in any Officer's Certificatethe Survival Time unless and until it has received such notice. Following the termination of the Escrow Period, the Stockholder Representative shall deliver to the Escrow Agent a notice specifying each Company Stockholder’s Pro Rata Portion of the Escrow Fund. Upon receipt of such notice, the Escrow Agent shall deliver to each of the Indemnifying Parties shall be entitled to receive Company Stockholders such person's Person’s Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, Fund not required to satisfy such any then pending claims against the Escrow Fund, and shall deliver to each of the Indemnifying Parties shall be entitled to receive Company Stockholders such person's Person’s Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, following resolution of all such claims, if any, by Parent. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to -------------------------------------------------------------- the following requirements and the Escrow Agreementrequirements, the Available Escrow Fund shall be in existence immediately following the Effective Time Closing Date and shall terminate at the earlier of (a) the closing of the first sale by the Company of shares of Company Common Stock in a firm commitment underwritten offering pursuant to a registration statement under the Securities Act or (b) 5:00 p.m., local time Pacific Time, on the fifth (5th) business day after one year anniversary of the Survival Closing Date (the "Escrow ------ Period"); provided, however, that the Escrow Period shall not terminate ------ with respect to any amount which, in the reasonable good faith judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section ------- 7.3(f) hereof, is necessary to satisfy any then pending and unsatisfied claims, if any, ------ claims specified in any Officer's Certificate delivered to the Stockholder Representative and the Escrow Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing on or prior to the Survival Datetermination of such Escrow Period. Parent shall give Promptly after the Escrow Agent notice of any amounts of still pending claims, or any unsatisfied claims in any Officer's Certificate. Following the termination expiration of the Escrow Period, each of Parent and the Indemnifying Parties Shareholder Representative shall be entitled jointly notify the Escrow Agent in writing that the Escrow Period has expired, and the Escrow Agent shall deliver to receive such person's Pro Rata Portion (if any) of the remaining Series B Shareholders the portion of the Available Escrow Fund, if any, not required to satisfy such claims and each (the "Remaining Portion"). Thereafter, ----------------- promptly after the resolution of any pending claim, the Indemnifying Parties Escrow Agent shall be entitled deliver to receive such person's Pro Rata Portion (if any) of the remaining Series B Shareholders the additional portion of the Available Escrow Fund, if any, following resolution of all such not required to satisfy any then remaining claims, if any, by Parent. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature Deliveries of the misrepresentation, breach Escrow Amount out of warranty or covenant the Escrow Fund to which such item is related.the Series B Shareholders pursuant to this Section 7.3(b) shall be made in proportion to their -------------- respective Pro Rata Portions of the Escrow

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements and the Escrow Agreementrequirements, the Available Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time California time, on the fifth (5th) business day after the Survival Expiration Date (the "Escrow Period"); provided, however, provided that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), of the aggregate amount remaining in the Escrow Fund which is necessary in the reasonable judgment of Parent, is necessary subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 7.2(f) hereof, to satisfy any unsatisfied claims, if any, claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Escrow Claim Certificate delivered to the Stockholder Representative and the Escrow Agent prior to the termination Expiration Date (such amounts being referred to as "Contingent Claims Amounts"). Any amounts remaining in the Escrow Fund on the Expiration Date in excess of the Escrow Period with respect to facts and circumstances existing on or prior Contingent Claim Amounts shall be distributed to the Survival Date. Parent shall give Company Stockholders promptly following the Escrow Agent notice Expiration Date in the following order of any amounts of still pending claimspriority: (i) First, or any unsatisfied claims in any Officer's Certificate. Following the termination of the Escrow Period, each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) that amount of the remaining portion Escrow Amount which is withheld from the Aggregate First Tier Preferred Stock Share Number shall be distributed to the holders of the Available Company Preferred Stock in proportion to their respective initial contribution of the Aggregate First Tier Preferred Stock Share Number to the Escrow FundAmount. (ii) Second, that amount of the remaining Escrow Amount, if any, not required which is withheld from the Aggregate Second Tier Preferred Stock Share Number shall be distributed to satisfy such claims and each the holders of the Indemnifying Parties shall be entitled Company Preferred Stock in proportion to receive such person's Pro Rata Portion their respective initial contribution of the Aggregate Second Tier Preferred Stock Share Number to the Escrow Amount. (if anyiii) Lastly, that amount of the remaining portion of the Available Escrow FundAmount, if any, following resolution which is withheld from the Aggregate Common Stock Share Number shall be distributed to the holders of all such claimsthe Outstanding Company Common Shares in proportion to their respective initial contribution of Aggregate Common Stock Share Number to the Escrow Amount. (iv) Notwithstanding the foregoing, if any, by Parent. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature shares of the misrepresentation, breach Escrow Amount would be distributed pursuant to the foregoing to the holders of warranty Company Warrants or covenant to which such item is related.Company