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 on the Expiration Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgement of Parent, subject to the objection of the Stockholder Representative (as defined in Section 7.3 below) and the subsequent arbitration of the matter in the manner provided in Section 7.2(f) hereof, is necessary to satisfy any unsatisfied claims 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. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Stockholders the remaining portion of the Escrow 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 on the Expiration Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgement of Parent, subject to the objection of the Stockholder Representative (as defined in Section 7.3 below) and the subsequent arbitration of the matter in the manner provided in Section 7.2(f) hereof, is necessary to satisfy any unsatisfied claims 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. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Stockholders the remaining portion of the Escrow 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 on the Expiration Date as provided in Section 7.3(b) (the "Escrow Period"); provided, however, provided 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 judgement judgment of Parent, subject to the objection of the Stockholder Representative (as defined in Section 7.3 below) and the subsequent arbitration of the matter Agent in the manner provided in Section 7.2(f) hereof7.2(e), is necessary to satisfy any unsatisfied claims Losses concerning facts and circumstances existing prior to the termination of such Escrow Period 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 Period. Promptly upon termination of such the Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Stockholders holders of Shares the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Stockholders 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., Illinois time, on the Expiration Date (the "Escrow Period"); provided, however, provided that the Escrow Period shall not terminate with respect to such amount (or any amount which, portion thereof) remaining in the Escrow Fund that is necessary in the reasonable judgement judgment of ParentAcquiror, subject to the objection of the Stockholder Representative (as defined in Section 7.3 below) 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 facts and circumstances existing prior to the termination of such Escrow Period 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. As soon as all such claims have been resolvedresolved and written notice of such resolution specified in an Officer's Certificate is received by the Escrow Agent, the Escrow Agent shall deliver to the Company Stockholders Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Stockholders Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions deposits 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 on the 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) that, together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgement judgment of Parent, subject to the objection of the Stockholder Representative (as defined in Section 7.3 below) and the subsequent arbitration of the matter Agent in the manner provided in Section 7.2(f) hereof), is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period 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. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Stockholders holders of Shares the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Stockholders holders of Shares pursuant to this Section 7.2(b7.2(a) shall be made in proportion to their respective original contributions to the Escrow Fund.