Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., California time, on the first anniversary of the Closing Date (the “Initial Escrow Period”); provided, however, that the Initial Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereof. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Initial Distribution, if any, not required to satisfy the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions of the Initial Distribution to the Stockholders pursuant to this Section shall be made in accordance with their respective Pro Rata Portions. (ii) The remainder of the Escrow Fund shall terminate and be distributed to the Stockholders at 5:00 p.m., California time, on the Survival Date (the “Final Escrow Period” and such distribution, the “Final Distribution”); provided, however, that the Final Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and is otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.5 hereof), (ii) the Initial Holdback for Reasonably Anticipated Losses to the extent still unresolved and (iii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Final Holdback for Reasonably Anticipated Losses”). 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 the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions of the Escrow Fund to the Stockholders pursuant to this Section shall be made in accordance with their respective Pro Rata Portions, with the amount delivered to each Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.0005 and above rounded up). Except with respect to a matter previously asserted in a Reasonably Anticipated Losses Officer’s Certificate, no claims may be asserted against the Escrow Fund after the Survival Date.
Appears in 1 contract
Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., California timeP.S.T., on the first anniversary date of the Closing Date issuance by Parent's independent auditors of a signed report in respect of Parent's audited financial statements for the fiscal year ending February 29, 2000. (the “Initial Escrow Period”"ESCROW PERIOD"); provided, however, provided that the Initial Escrow Period shall not terminate with respect to such amount remaining portion of the Escrow Fund (or such some portion thereof), not to exceed the aggregate amount remaining ) that in the Escrow Fundreasonable judgement of Parent, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Securityholder Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereof. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Initial Distribution, if any, not required to satisfy the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions of the Initial Distribution to the Stockholders pursuant to this Section shall be made in accordance with their respective Pro Rata Portions.
(ii) The remainder of the Escrow Fund shall terminate and be distributed to the Stockholders at 5:00 p.m., California time, on the Survival Date (the “Final Escrow Period” and such distribution, the “Final Distribution”); provided, however, that the Final Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and is otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.5 7.3(f) hereof), is necessary to satisfy (iix) the Initial Holdback for Reasonably Anticipated Losses to the extent still unresolved and (iii) all amounts any then pending unsatisfied claims specified in a Reasonably Anticipated Losses any Officer’s 's Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period which has not been successfully challenged by and (y) any unsatisfied claims specified in any Officer's Certificate delivered to the Stockholder Representative pursuant Escrow Agent prior to Section 8.5 hereof (termination of the “Final Holdback for Reasonably Anticipated Losses”)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 resolvedresolved and all Third Party Expenses and Net Liabilities have been paid pursuant to Section 5.4 and Section 5.17 hereof, the Escrow Agent shall deliver to the Stockholders Shareholders the remaining portion of the Escrow Fund, if any, Fund not required to satisfy the Losses identified in such claims and Third Party Expenses and any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificateshortfall of Net Assets. Deliveries of portions of the Escrow Fund Amounts to the Stockholders Shareholders pursuant to this Section 7.3(b) shall be made in accordance with proportion to their respective Pro Rata Portions, with the amount delivered to each Stockholder rounded original contributions to the nearest one hundredth (0.01) (with amounts 0.0005 and above rounded up). Except with respect to a matter previously asserted in a Reasonably Anticipated Losses Officer’s Certificate, no claims may be asserted against the Escrow Fund after the Survival DateFund.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Intraware Inc)
Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., California timelocal time at Parent’s corporate headquarters in California, on the first anniversary of the Closing Survival Date (the “Initial Escrow Period”); provided, however, that .
(ii) Promptly following the Initial Escrow Period shall not terminate with respect to such amount Survival Date (or such portion thereofthe “Claim Date”), not to exceed the aggregate amount remaining in one hundred percent (100%) of the Escrow FundAmount, necessary to satisfy the aggregate less any amount in respect of (i) all Losses any satisfied and unsatisfied claims specified in an any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Stockholder Representative on or prior to the termination Claim Date with respect to facts and circumstances existing on or prior to the Survival Date (with respect to claims for Losses relating to representations and warranties for which the survival terminates on the Survival Date), shall be distributed to the Stockholders in accordance with clause (vi) of this Section 7.4(e).
(iii) In the event that (a) Unresolved Claims exist following the expiration of the Initial Claim Date that relate to one or more Officers’ Certificates alleging Losses occurring before the Survival Date, and (b) the amount of Losses incurred by the Indemnified Parties is determined to be less than the amount claimed on all such Officers’ Certificates under the objection and conflict procedures in Section 7.4(h) and Section 7.4(i), then the Escrow Agent shall promptly deliver to the Stockholders that portion of such Unresolved Claim(s) that should have been distributed to the Stockholders at the Claim Date had such Officers’ Certificates alleged the correct amount of Losses finally determined pursuant to Section 7.4(h) and Section 7.4(i), which portion of the Escrow Amount shall be distributed to the Stockholders in accordance with clause (vi) of this Section 7.4(e).
(iv) In the event that there exist Unresolved Claims following the expiration of the Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereof. As soon as all such claims Unresolved Claims have been resolved, the Escrow Agent shall promptly deliver to the Stockholders the remaining portion of the Initial DistributionEscrow Amount, if any, not required to satisfy the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions of the Initial Distribution to the Stockholders pursuant to this Section shall be made such Unresolved Claims in accordance with their respective Pro Rata Portionsclause (v) of this Section 7.4(e).
(iiv) The remainder Delivery of the Escrow Fund shall terminate and be distributed to the Stockholders at 5:00 p.m., California time, on the Survival Date (the “Final Escrow Period” and such distribution, the “Final Distribution”); provided, however, that the Final Escrow Period shall not terminate with respect to such amount (Amount or such any portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and is otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.5 hereof), (ii) the Initial Holdback for Reasonably Anticipated Losses to the extent still unresolved and (iii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Final Holdback for Reasonably Anticipated Losses”). 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 the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions thereof out of the Escrow Fund to the Stockholders pursuant to this Section 7.4(e) shall be made in accordance with their proportion to the Stockholders’ respective Pro Rata PortionsPortions of the remaining portion of the Escrow Fund, with the amount delivered to each Stockholder rounded to the nearest one hundredth (0.01) whole cent (with amounts 0.0005 and above $0.005 rounded updown). Except with respect to a matter previously asserted in a Reasonably Anticipated Losses Officer’s Certificate, no claims may be asserted against the Escrow Fund after the Survival Date.
Appears in 1 contract
Samples: Merger Agreement (Harmonic Inc)
Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., California p.m. Seattle time, on the first date thirty (30) days after the Survival Date (the “Escrow Period”).
(i) At 5:00 p.m. Seattle time on the eighteen (18)-month anniversary of the Closing Date (the “Initial Escrow PeriodTermination Date”) the Escrow Fund shall terminate with respect to five hundred thousand ($500,000) CAD initially deposited into the Escrow Fund, less: (A) any amounts that have been distributed out of the Escrow Fund prior to the Initial Escrow Termination Date pursuant to Section 8.4(f) in satisfaction of indemnification claims pursuant to this Section 8.4, and (B) any amounts (the “Initial Escrow Holdback Amount”) which, in the reasonable judgment of Omeros, subject to the reasonable objection of the Seller Representative, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer’s Certificate(s) † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION delivered to the Escrow Agent prior to the tenth (10th) day following the Initial Escrow Termination Date with respect to facts and circumstances existing prior to the Initial Escrow Termination Date. The Escrow Agent shall distribute to Patobios the portion of the Escrow Fund that is available for distribution pursuant to this section in accordance with Section 8.4(d)(iii); provided, however, that the Initial Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of will not distribute the Initial Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) Holdback Amount until all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereof. As soon as all such related claims have been resolved, at which time the Escrow Agent shall deliver to the Stockholders Patobios the remaining portion of the Initial DistributionEscrow Holdback Amount, if any, not required to satisfy the Losses identified claims described in any unresolved Officer’s Certificate or amounts identified in Section 8.4(d)(i)(B). For clarification purposes, Initial Escrow Termination Date funds will not be released until the Reasonably Anticipated Losses Certificate. Deliveries of portions expiration of the Initial Distribution to the Stockholders pursuant to this Section shall be made ten (10) day period referenced in accordance with their respective Pro Rata Portions8.4(d)(i) and 8.4(d)(iii).
(ii) The remainder At 5:00 p.m. Seattle time on the last day of the Escrow Period (the “Escrow Termination Date”) the Escrow Fund shall terminate and be distributed with respect to any amounts remaining in the Escrow Fund at that time; provided, however, that the Escrow Period shall not terminate with respect to any amount which is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Stockholders at 5:00 p.m., California time, on Escrow Agent and the Seller Representative prior to the Escrow Termination Date with respect to facts and circumstances existing prior to the Survival Date (Date. The Escrow Agent shall distribute to Patobios the “Final portion of the Escrow Period” and such distribution, the “Final Distribution”Fund that is available for distribution pursuant to this section in accordance with Section 8.4(d)(iii); provided, however, that the Final Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior will not distribute any amounts related to the termination of the Final Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and is otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.5 hereof), (ii) the Initial Holdback for Reasonably Anticipated Losses to the extent still unresolved and (iii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Final Holdback for Reasonably Anticipated Losses”). As soon as any Unresolved Claims until all such claims have been resolved, at which time the Escrow Agent shall deliver to the Stockholders Patobios the remaining portion of the Escrow Fund, if any, not required to satisfy such claims. For clarification purposes, Escrow Termination Date funds will not be released until the Losses identified expiration of the Escrow Period (as defined in any unresolved Officer’s Certificate or amounts identified Section 8.4(d)) and the ten (10) day period referenced 8.4(d)(iii).
(iii) Within ten (10) days of the Initial Escrow Termination Date and the Escrow Termination Date, Omeros will notify the Seller Representative and the Escrow Agent in writing of the Reasonably Anticipated Losses Certificate. Deliveries of portions portion of the Escrow Fund that may be distributed pursuant to Section 8.4(d)(i) or Section 8.4(d)(ii), as applicable, and the allocation of such distribution (an “Escrow Distribution Notice”). If the Escrow Agent does not timely receive any Escrow Distribution Notice from Omeros, the Escrow Agent shall promptly (and in any event within ten (10) days) after the expiration of such ten (10) day period deliver to Patobios the portion of the Escrow Fund available to be released from the Escrow Fund on such date, subject to the Stockholders pursuant limitations in Section 8.4(d)(i) and Section 8.4(d)(ii). The Seller Representative shall have twenty (20) days following receipt of the Escrow Distribution Notice from Omeros during which to this Section object to the contents thereof by sending written notice thereof to Omeros and the Escrow Agent. If the Escrow Agent does not timely receive any such written objection from the Seller Representative, or if such notice period is waived in writing by the Seller Representative, the Escrow Agent shall be made distribute the Escrow Fund in accordance with their respective Pro Rata Portions, with the amount delivered to each Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.0005 and above rounded up). Except with respect to a matter previously asserted in a Reasonably Anticipated Losses Officer’s Certificate, no claims may be asserted against the Escrow Fund after Distribution Notice and will incur no liability, and shall be fully protected, in relying on the Survival DateEscrow Distribution Notice.
Appears in 1 contract
Samples: Exclusive Technology Option Agreement (Omeros Corp)
Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., California time, on the first anniversary of the Closing Escrow Expiration Date (the “Initial Escrow Period”); provided. Promptly after the Escrow Expiration Date, howeverand except as set forth below, that the Initial Escrow Agent shall deliver to the Securityholders the remaining portion of the Escrow Fund after the satisfaction of any Losses. Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to such amount (or such some portion thereof)) of the Escrow Fund and any portion of the Additional Cash Consideration (the “Reserve Amount”) that, not to exceed together with the aggregate amount remaining in the Escrow Fund, is necessary to satisfy in the aggregate amount reasonable judgment of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow PeriodParent, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Securityholder Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereof. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Initial Distribution, if any, not required to satisfy the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions of the Initial Distribution to the Stockholders pursuant to this Section shall be made in accordance with their respective Pro Rata Portions.
(ii) The remainder of the Escrow Fund shall terminate and be distributed to the Stockholders at 5:00 p.m., California time, on the Survival Date (the “Final Escrow Period” and such distribution, the “Final Distribution”); provided, however, that the Final Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and is otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.5 9.2(g) hereof), (ii) the Initial Holdback for Reasonably Anticipated to satisfy any unsatisfied Losses concerning facts and circumstances existing prior to the extent still unresolved and (iii) all amounts termination of the Escrow Period specified in a Reasonably Anticipated Losses any Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Final Holdback for Reasonably Anticipated Losses”)Period. As soon as all any such claims have Loss has been resolved, the Escrow Agent shall deliver to the Stockholders Securityholders the remaining portion of the Escrow Fund, if any, Fund and any Reserve Amount not required to satisfy the Losses identified in any other such unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses CertificateLoss. Deliveries of portions of the Escrow Fund Consideration and any Reserve Amount to the Stockholders Securityholders pursuant to this Section 9.2 shall be made in accordance with proportion to their respective Pro Rata Portions, with the amount delivered original contributions to each Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.0005 and above rounded up). Except with respect to a matter previously asserted in a Reasonably Anticipated Losses Officer’s Certificate, no claims may be asserted against the Escrow Fund after and any Reserve Amount. Upon depositing any Reserve Amount into the Survival Escrow Fund, Parent shall provide to the Escrow Agent and the Securityholder Agent a schedule (the “Reserve Schedule”) setting forth the portion of the Reserve Amount allocable to each Securityholder (the “Reserve Portion”) which shall be equal to the product of (a) the quotient obtained by dividing the Reserve Amount by the Additional Cash Consideration (without regard to the Reserve Amount) multiplied by (b) the amount of Additional Cash Consideration received by such Securityholder. The Reserve Schedule shall also set forth for each Securityholder the “Reserve Percentage,” which shall be equal to such Securityholder’s Reserve Portion divided by the Reserve Amount. Parent shall not be required to deposit any Reserve Amount into the Escrow Fund if no Additional Cash Consideration shall be payable pursuant to Section 2.1 of this Agreement, nor shall Parent be required to deposit any Reserve Amount into the Escrow Fund prior to the two (2) year anniversary of the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Logicvision Inc)
Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., California timelocal time at Parent’s corporate headquarters in California, on the first anniversary of the Closing Survival Date (the “Initial Escrow Period”)) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination; provided, however, that the Initial Escrow Period Fund shall not terminate with respect to such any amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount respect of (i) all Losses any unsatisfied claims specified in an any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to the termination of the Initial Escrow PeriodSurvival Date, which has and any such amount shall not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject be distributed to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereofCompany 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 Initial Distribution, if any, not required to satisfy the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions of the Initial Distribution to the Stockholders pursuant to this Section shall be made in accordance with their respective Pro Rata Portions.
(ii) The remainder of the Escrow Fund shall terminate and be distributed to the Stockholders at 5:00 p.m., California time, on the Survival Date (the “Final Escrow Period” and such distribution, the “Final Distribution”); provided, however, that the Final Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and is otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.5 hereof), (ii) the Initial Holdback for Reasonably Anticipated Losses to the extent still unresolved and (iii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Final Holdback for Reasonably Anticipated Losses”). As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders Company Indemnifying Parties the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to the Losses identified in any unresolved Officer’s Certificate or Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts identified in the Reasonably Anticipated Losses Certificateand distribute net funds to such Company Optionholder. Deliveries of portions the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, out of the Escrow Fund to the Stockholders Company Indemnifying Parties pursuant to this Section 8.5(b) shall be made in accordance with proportion to their respective Pro Rata PortionsPortions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Stockholder Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.0005 0.005 and above rounded up). Except If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with respect to a matter previously asserted amounts 0.005 and above rounded up), does not equal the remaining amounts in a Reasonably Anticipated Losses Officer’s Certificate, no claims may be asserted against the Escrow Fund after Fund, then the Survival Dateappropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fund.
Appears in 1 contract
Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., California time, on the first anniversary of the Closing Escrow Expiration Date (the “Initial Escrow Period”); provided.
(ii) Each Escrow Payment Amount shall be distributed to the Escrow Fund Recipients in accordance with the Distribution Schedule.
(iii) Promptly after the Escrow Expiration Date, howeverand except as set forth below, that the Initial Escrow Agent shall distribute to the Escrow Fund Recipients in accordance with the Escrow Agreement the remaining portion of the Escrow Fund after the satisfaction of any Losses and any Post-Closing Purchase Price Reduction. Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to such amount (or such some portion thereof), not to exceed ) of the aggregate amount remaining Escrow Fund that is necessary in the Escrow Fundreasonable judgment of Purchaser, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereof. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Initial Distribution, if any, not required to satisfy the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions of the Initial Distribution to the Stockholders pursuant to this Section shall be made in accordance with their respective Pro Rata Portions.
(ii) The remainder of the Escrow Fund shall terminate and be distributed to the Stockholders at 5:00 p.m., California time, on the Survival Date (the “Final Escrow Period” and such distribution, the “Final Distribution”); provided, however, that the Final Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Recipient Agent prior to the termination of the Final Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and is otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.5 9.2(h) hereof), (ii) the Initial Holdback for Reasonably Anticipated to satisfy any unsatisfied Losses concerning facts and circumstances existing prior to the extent still unresolved and (iii) all amounts termination of the Escrow Period specified in a Reasonably Anticipated Losses any Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period which has or any Post-Closing Purchase Price Reduction not been successfully challenged by the Stockholder Representative pursuant yet paid to Section 8.5 hereof (the “Final Holdback for Reasonably Anticipated Losses”)Purchaser. As soon as all any such claims have Loss or Post-Closing Purchase Price Reduction has been resolved, the Escrow Agent shall deliver distribute to the Stockholders Escrow Fund Recipients in accordance with the Escrow Agreement and the Distribution Schedule the remaining portion of the Escrow Fund, if any, Fund not required to satisfy any other such unresolved Loss or Post-Closing Purchase Price Reduction (the Losses identified in any unresolved Officer’s Certificate or amounts identified in last such distribution, the Reasonably Anticipated Losses Certificate. Deliveries of portions of the “Final Escrow Fund to the Stockholders pursuant to this Section shall be made in accordance with their respective Pro Rata Portions, with the amount delivered to each Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.0005 and above rounded upRelease Date”). Except with respect to a matter previously asserted in a Reasonably Anticipated Losses Officer’s Certificate, no claims may be asserted against the Escrow Fund after the Survival Date.
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Samples: Merger Agreement (Clorox Co /De/)
Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., California time, on the first anniversary of the Closing Expiration Date (the “Initial Escrow Period”); provided, however, that the Initial Escrow Period shall not terminate with respect to such amount (or such some portion thereof), not to exceed the aggregate amount remaining that is necessary in the Escrow Fundreasonable judgment of Parent, necessary 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 concerning facts and circumstances existing prior to the aggregate amount termination of (i) all Losses such Escrow Period specified in an any Officer’s Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to such amount that is necessary in the reasonable judgment of Parent, at its sole discretion without any right of objection by the Securityholder Agent, with respect to any unsatisfied claims directly or indirectly related to the patent infringement lawsuit filed by STMicroelectronics, Inc. against Broadcom Corporation on November 7, 2002 (including any subsequent amendments thereto) existing prior to the termination of such Escrow Period as specified in any Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereof. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion as evidenced by written memorandum of the Initial Distribution, if any, not required to satisfy the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions of the Initial Distribution to the Stockholders pursuant to this Section shall be made in accordance with their respective Pro Rata Portions.
(ii) The remainder of the Escrow Fund shall terminate Securityholder Agent and be distributed to the Stockholders at 5:00 p.m., California time, on the Survival Date (the “Final Escrow Period” and such distribution, the “Final Distribution”); provided, however, that the Final Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and is otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.5 hereof), (ii) the Initial Holdback for Reasonably Anticipated Losses to the extent still unresolved and (iii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Final Holdback for Reasonably Anticipated Losses”). As soon as all such claims have been resolvedParent, the Escrow Agent shall deliver to the Stockholders Escrow Participants the remaining portion of the Escrow Fund, if any, Fund not required to satisfy the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificatesuch claims. Deliveries of portions of Escrow Amounts to the Escrow Fund to the Stockholders Participants pursuant to this Section 8.2(b) shall be made in accordance with proportion to their respective Pro Rata Portions, with the amount delivered original contributions to each Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.0005 and above rounded up). Except with respect to a matter previously asserted in a Reasonably Anticipated Losses Officer’s Certificate, no claims may be asserted against the Escrow Fund after (as set forth on the Survival DateClosing Date Payment Schedule). At all times during the Escrow Period, the Escrow Participants shall be deemed to be the record holders of their respective shares of the Parent Common Stock comprising the Escrow Amount.”
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Samples: Agreement and Plan of Reorganization (Artisan Components Inc)
Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Initial Closing and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., local time at Purchaser’s corporate headquarters in California time, as follows: (i) on the first anniversary date of receipt of notice of the Closing Gross Revenue Deficit from Purchaser with respect to an amount equal to $1 million less any Gross Revenue Deficit stated in such notice and such amount shall be distributed to the Shareholders following such date and (ii) on the date 30 days after the Survival Date (the “Initial Escrow Period”)) with respect to the balance of the Escrow Fund and such amount shall be distributed to the Shareholders holding Company Common Shares following such date; provided, however, that the Initial Escrow Period Fund shall not terminate with respect to such any amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, which is necessary to satisfy the aggregate amount of (i) all Losses any unsatisfied claims specified in an any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to such distribution date with respect to facts and circumstances existing prior to the termination of the Initial Escrow PeriodSurvival Date, which has and any such amount shall not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject be distributed to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereofShareholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall will deliver to the Stockholders the remaining portion of the Initial Distribution, if any, not required to satisfy the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions of the Initial Distribution to the Stockholders pursuant to this Section shall be made in accordance with their respective Pro Rata Portions.
(ii) The remainder of the Escrow Fund shall terminate and be distributed to the Stockholders at 5:00 p.m., California time, on the Survival Date (the “Final Escrow Period” and such distribution, the “Final Distribution”); provided, however, that the Final Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and is otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.5 hereof), (ii) the Initial Holdback for Reasonably Anticipated Losses to the extent still unresolved and (iii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Final Holdback for Reasonably Anticipated Losses”). 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 the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificatesuch Unresolved Claims. Deliveries of portions the Escrow Amount out of the Escrow Fund to the Stockholders pursuant to this Section Shareholders shall be made in accordance with proportion to their respective Pro Rata PortionsPortions of the remaining amounts in the Escrow Fund with such adjustments to each Shareholder’s Pro Rata Portion required to allow Purchaser to recover from the Escrow expenses paid on behalf of such Shareholder as provided for in the Escrow Agreement, with the amount delivered to each Stockholder Shareholder rounded to the nearest one hundredth whole cent ($0.01) (with amounts 0.0005 and above rounded up). Except with respect to a matter previously asserted in a Reasonably Anticipated Losses Officer’s Certificate, no claims may be asserted against the Escrow Fund after the Survival Date.
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Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., California timePacific Standard Time, on the first anniversary of the Closing Survival Date (the “Initial Escrow Period”); provided, however, . FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Initial Escrow Period shall not terminate Securities and Exchange Commission. Confidential treatment has been requested with respect to such amount omitted portions.
(or such portion thereofii) Promptly following the Survival Date (the “Escrow Distribution Date”), not to exceed one hundred percent (100%) of the aggregate Total Escrow Amount, less any amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount respect of (i) all Losses any satisfied and unsatisfied claims specified in an any Officer’s Certificate (such unsatisfied claims, “Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative on or prior to the termination Escrow Distribution Date with respect to facts and circumstances existing on or prior to the Survival Date (with respect to claims for Losses relating to representations and warranties for which the survival terminates on the Survival Date), shall be distributed to the Indemnifying Parties in accordance with clause (v) of this Section 8.4(d).
(iii) In the event that (1) Unresolved Claims exist following the expiration of the Initial Escrow Distribution Date that relate to one or more Officers’ Certificates alleging Losses occurring before the Survival Date, and (2) the amount of Losses incurred by the Indemnified Parties is determined to be less than the amount claimed on all such Officers’ Certificates under the objection and conflict procedures in Section 8.4(g) and Section 8.4(h), then the Escrow Agent shall promptly deliver to the Indemnifying Parties that portion of such Unresolved Claim(s) that should have been distributed to the Indemnifying Parties at the Escrow Distribution Date had such Officers’ Certificates alleged the correct amount of Losses finally determined pursuant to Section 8.4(g) and Section 8.4(h), which portion of the Total Escrow Amount shall be distributed to the Indemnifying Parties in accordance with clause (vi) of this Section 8.4(d).
(iv) In the event that there exist Unresolved Claims following the expiration of the Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereof. As soon as all such claims Unresolved Claims have been resolved, the Escrow Agent shall promptly deliver to the Stockholders the remaining portion of the Initial DistributionTotal Escrow Amount, if any, not required to satisfy the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions of the Initial Distribution to the Stockholders pursuant to this Section shall be made such Unresolved Claims in accordance with their respective Pro Rata Portionsclause (v) of this Section 8.4(d).
(iiv) The remainder Delivery of the Total Escrow Fund shall terminate and be distributed to the Stockholders at 5:00 p.m., California time, on the Survival Date (the “Final Escrow Period” and such distribution, the “Final Distribution”); provided, however, that the Final Escrow Period shall not terminate with respect to such amount (Amount or such any portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and is otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.5 hereof), (ii) the Initial Holdback for Reasonably Anticipated Losses to the extent still unresolved and (iii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Final Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Final Holdback for Reasonably Anticipated Losses”). 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 the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions thereof out of the Escrow Fund to the Stockholders Indemnifying Parties pursuant to this Section 8.4(d) shall be made in accordance with their proportion to the Indemnifying Parties’ respective Pro Rata PortionsPortions of the remaining portion of the Total Escrow Amount, with the amount delivered to each Stockholder Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.0005 and above rounded up). Except with respect to a matter previously asserted in a Reasonably Anticipated Losses Officer’s Certificate, no claims may be asserted against the Escrow Fund after the Survival Datewhole cent.
Appears in 1 contract
