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

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific time, on the twelve (12) month anniversary of the Closing Date (the "ESCROW PERIOD"); PROVIDED THAT the Escrow Period shall not terminate with respect to such remaining portion of the Escrow Fund (or some portion thereof) that in the reasonable judgement of Parent, subject to the objection of the Securityholder Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy (i) any then pending unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the termination of the Escrow Period and (ii) any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved and all Third Party Expenses have been paid pursuant to Section 5.9 hereof, the Escrow Agent shall deliver to the Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims and Third Party Expenses. Deliveries of Escrow Amounts to the Shareholders pursuant to this Section 7.3(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific timeP.S.T., on the twelve (12) month anniversary of the Closing Date January 18, 2001 (the "ESCROW PERIODEscrow Termination Period"); PROVIDED THAT provided, however, that the Escrow Period shall not terminate with respect to such remaining portion of the Escrow Fund (or some portion thereof) that any amount which, in the reasonable judgement good faith judgment of Parent, subject to the objection of the Securityholder Agent (as defined below) Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy (i) any then pending and unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the termination of thirtieth (30th) calendar day following the Escrow Period and (ii) any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved and all Third Party Expenses have been paid pursuant to Section 5.9 hereofresolved, the Escrow Agent shall deliver to the Shareholders Stockholders the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims and Third Party Expenses(the "Remaining Portion"). Deliveries of the Escrow Amounts Amount out of the Escrow Fund to the Shareholders Stockholders pursuant to this Section 7.3(b) shall be made in proportion to their respective original contributions to Pro Rata Portions of the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific timeP.S.T., on the twelve (12) month anniversary of date which is the Closing Escrow Termination Date (the "ESCROW PERIODEscrow Period"); PROVIDED THAT provided, however, that the Escrow Period shall not terminate with respect to such remaining portion of the Escrow Fund (or some portion thereof) that any amount which, in the reasonable judgement judgment of Parent, subject to the objection of the Securityholder Agent (as defined below) Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy (i) any then pending and unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the termination of thirtieth (30th) calendar day following the Escrow Period and (ii) any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved and all Third Party Expenses have been paid pursuant to Section 5.9 hereofresolved, the Escrow Agent shall deliver to the Shareholders Stockholders the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims and Third Party Expenses(the "Remaining Portion"). Deliveries of the Escrow Amounts Amount out of the Escrow Fund to the Shareholders Stockholders pursuant to this Section 7.3(b) shall be made in proportion to their respective original contributions to Pro Rata Portions of the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall shall, without further action by the parties, terminate at 5:00 p.m., (Pacific time, Time) on the twelve (12) month anniversary of the Closing Expiration Date (the "ESCROW PERIOD"); PROVIDED THAT provided that the Escrow Period shall not terminate with respect to such remaining portion of the Escrow Fund amount (or some portion thereof) ), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgement judgment of Parent, Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Securityholder Shareholder Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 7.3(f7.2(e) hereof, is necessary ) to satisfy (i) any then pending unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent concerning facts and circumstances existing prior to the termination of the such Escrow Period and (ii) any unsatisfied claims to the extent specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved and all Third Party Expenses have been paid pursuant to Section 5.9 hereofresolved, the Escrow Agent shall deliver transfer to the Shareholders shareholders of the Company, pursuant to written instructions by Parent, to be delivered promptly by Parent, the remaining portion of the Escrow Fund not required to satisfy such claims and Third Party Expensesclaims. Deliveries of Escrow Amounts to the Shareholders shareholders of the Company pursuant to this Section 7.3(b7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific timeP.S.T., on the twelve date which is the fifteen (1215) month anniversary of after the Closing Date (the "ESCROW PERIODEscrow Period"); PROVIDED THAT provided that the Escrow Period shall not terminate with respect to such remaining portion of the Escrow Fund (or some portion thereof) that in the reasonable judgement judgment of ParentC1, subject to the objection of the Securityholder Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 7.3(f7.4(f) hereof, is necessary to satisfy (i) any then pending unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the termination of the Escrow Period and (ii) any unsatisfied claims specified in any Officer's Certificate delivered to Period. At the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved and all Third Party Expenses have been paid pursuant to Section 5.9 hereof, the Escrow Agent shall deliver to the VEO Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. As soon as all outstanding claims and Third Party Expenseshave been resolved, the Escrow Agent shall deliver to the VEO Shareholders any remaining portion of the Escrow Fund not used to satisfy such claims. Deliveries of Escrow Amounts to the Shareholders pursuant to this Section 7.3(b7.4(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific timeP.S.T., on the twelve (12) month 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 "ESCROW PERIOD"); PROVIDED THAT provided that the Escrow Period shall not terminate with respect to such remaining portion of the Escrow Fund (or some portion thereof) that in the reasonable judgement of Parent, subject to the objection of the Securityholder Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy (ix) any then pending unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the termination of the Escrow Period and (iiy) any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved and all Third Party Expenses and Net Liabilities have been paid pursuant to Section 5.9 5.4 and Section 5.17 hereof, the Escrow Agent shall deliver to the Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims and Third Party ExpensesExpenses and any shortfall of Net Assets. Deliveries of Escrow Amounts to the Shareholders pursuant to this Section 7.3(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific time, (Colorado Time) on the twelve (12) month anniversary of the Closing Expiration Date (the "ESCROW PERIOD"); PROVIDED THAT provided that the Escrow Period shall not terminate with respect to such remaining portion of the Escrow Fund amount (or some portion thereof) ), that is necessary in the reasonable judgement judgment of Parent, Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Securityholder Agent Stockholder Representative (as defined belowin Section 7.2(h) and the subsequent arbitration of the matter hereof) in the manner provided in Section 7.3(f7.2(e) hereof, is necessary ) to satisfy (i) any then pending unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate (as defined below) delivered to the Escrow Agent prior to the termination of the Escrow Period and (ii) any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved and all Third Party Expenses have been paid pursuant to Section 5.9 hereofresolved, the Escrow Agent shall deliver transfer to the Shareholders Company Stockholders, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims and Third Party Expensesclaims. Deliveries of Escrow Amounts to the Shareholders Company Stockholders pursuant to this Section 7.3(b7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fundeach applicable stockholder's Pro Rata Portion.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time Closing and shall terminate at 5:00 p.m., Pacific timeP.T., on the twelve date thirty (1230) month days after the one year anniversary of the Closing Date (the "ESCROW PERIODEscrow Period"); PROVIDED THAT provided that the Escrow Period shall not terminate with ------------- respect to such remaining portion of the Escrow Fund (or some portion thereof) that in the reasonable judgement of ParentBuyer, subject to the objection of the Securityholder Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy (ix) any then pending unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the termination of the Escrow Period and (iiy) any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved and all Third Party Expenses have been paid pursuant to Section 5.9 5.4 hereof, the Escrow Agent shall deliver to the Shareholders Seller the remaining portion of the Escrow Fund not required to satisfy such claims and Third Party Expenses. Deliveries of Escrow Amounts to the Shareholders pursuant to this Section 7.3(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific California time, on the twelve (12) month anniversary of the Closing Expiration Date (the "ESCROW PERIODEscrow Period"); PROVIDED THAT provided that the Escrow Period shall not terminate with respect to such remaining portion of the Escrow Fund amount (or some portion thereof) ), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgement judgment of ParentIncyte, subject to the objection of the Securityholder Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 7.3(f9.2(g) hereof, is necessary to satisfy (i) any then pending unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent Losses concerning facts and circumstances existing prior to the termination of the Escrow Period and (ii) any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all any such claims have Loss has been resolved and all Third Party Expenses have been paid pursuant to Section 5.9 hereofresolved, the Escrow Agent shall deliver to the Shareholders Securityholders the remaining portion of the Escrow Fund not required to satisfy any other such claims and Third Party Expensesunresolved Loss. Deliveries of Escrow Amounts Shares to the Shareholders Securityholders pursuant to this Section 7.3(b9.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.