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., (California Time) on the Expiration Date (the "ESCROW PERIOD"); provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that is necessary in the reasonable judgment of Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative (as defined in Section 7.2(i) hereof) in the manner provided in Section 7.2(f) hereof) to satisfy any 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 termination of such Escrow Period. As soon as all such claims have been resolved pursuant to the terms hereof, the Escrow Agent shall transfer to the Company Stockholder the remaining portion of the Escrow Fund, if any, not required to satisfy such claims.

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., (California Timeas provided in Section 7.3(b) on the Expiration Date (the "ESCROW PERIODEscrow Period"); provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof)) that, that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative (as defined in Section 7.2(i) hereof) Agent in the manner provided in Section 7.2(f) hereof) 7.2(e), to satisfy any unsatisfied claims Losses 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 termination of such Escrow Period. As soon as all such claims have been resolved pursuant to Promptly upon termination of the terms hereofEscrow Period, the Escrow Agent shall transfer deliver to the Company Stockholder holders of Shares the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the holders of Shares pursuant to this Section 7.2(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., (California Time) on the Expiration Date (the "ESCROW PERIODEscrow Period"); provided provided, however, that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof)which, that is necessary in the reasonable judgment judgement of Parent (Parent, subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative (as defined in Section 7.2(i7.3 below) hereof) and the subsequent arbitration of the matter in the manner provided in Section 7.2(f) hereof) , is necessary to satisfy any unsatisfied claims concerning specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to 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 termination of such Escrow Period. As soon as all such claims have been resolved pursuant to the terms hereofresolved, the Escrow Agent shall transfer deliver to the Company Stockholder Stockholders the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Stockholders pursuant to this Section 7.2(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., (California Time) on the Expiration Date (the "ESCROW PERIODEscrow Period"); provided that the Escrow Period shall not terminate ------------- with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative (as defined in Section 7.2(i) hereof) in the manner provided in Section 7.2(f) hereof) to satisfy any 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 termination of such Escrow Period. As soon as all such claims have been resolved pursuant to the terms hereofresolved, the Escrow Agent shall transfer deliver to the Company Stockholder Escrow Shareholders the remaining portion of the Escrow Fund, if any, Fund and not required to satisfy such claims. Deliveries of Escrow Shares to such shareholders of the Company pursuant to this Section 7.2(c) 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., (California Time) on the Expiration Date (the "ESCROW PERIODEscrow Period"); provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof)) that, that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative (as defined in Section 7.2(i) hereof) Agent in the manner provided in Section 7.2(f) hereof) ), to satisfy any 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 termination of such Escrow Period. As soon as all such claims have been resolved pursuant to the terms hereofresolved, the Escrow Agent shall transfer deliver to the Company Stockholder holders of Shares the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the holders of Shares pursuant to this Section 7.2(a) 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., (California Time) on the Expiration Date (the "ESCROW PERIODEscrow Period"); provided provided, however, that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof)which, that is necessary in the reasonable judgment judgement of Parent (Parent, subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative (as defined in Section 7.2(i7.3 below) hereof) and the subsequent arbitration of the matter in the manner provided in Section 7.2(f) hereof) , is necessary to satisfy any unsatisfied claims concerning specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to 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 termination of such Escrow Period. As soon as all such claims have been resolved pursuant to the terms hereofresolved, the Escrow Agent shall transfer deliver to the Company Stockholder Stockholders the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Stockholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.