Escrow Period; Release From Escrow. (a) The escrow shall terminate on the Termination Date (the “Escrow Period”); provided, however, that a portion of the Escrow Fund, which, in the reasonable judgment of Parent is necessary to satisfy any unsatisfied claims specified in any Notice of Claim theretofore delivered to the Escrow Agent prior to termination of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.
Escrow Period; Release From Escrow. (a) The Escrow Period shall terminate six (6) months after the Closing (the "Termination Date"); provided, however, that a portion of the Escrow Fund, which, in the reasonable judgment of Parent, subject to the objection of Seller and the subsequent arbitration of the matter in the manner provided in Section 12.7 hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.
Escrow Period; Release From Escrow. (a) The Escrow Period shall terminate upon the expiration of twelve months after the Effective Time; provided, however, that a portion of the Escrow Fund, which, in the reasonable judgment of Buyer, subject to the objection of the Stockholders' Agent and the subsequent arbitration of the matter in the manner provided in Section 7.6 hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate, as that term is defined in Section 7.4, theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.
Escrow Period; Release From Escrow. (a) The Escrow Period shall terminate upon the expiration of twelve (12) months after the Effective Time, provided, however, that a portion of the Escrow Fund, which, in the reasonable judgment of Agile, subject to the objection of the Shareholders' Agent (defined below) and the subsequent arbitration of the matter in the manner provided in Section 8.6 hereof, is necessary or reasonably potentially necessary to satisfy any unsatisfied or unquantified claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period shall remain in the Escrow Fund until such claims have been quantified or resolved.
Escrow Period; Release From Escrow. (a) The period in which the Indemnification Escrow is held shall terminate upon the one (1) year anniversary of the Closing Date (the “Escrow Period”); provided, however, that a portion of the Indemnification Escrow that is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate (as defined in Section 6.6) delivered to the Escrow Agent prior to termination of the applicable Escrow Period with respect to facts and circumstances existing prior to expiration of the applicable Escrow Period, shall remain deposited with the Escrow Agent until such claims have been resolved.
Escrow Period; Release From Escrow. (i) Except as otherwise set forth herein, the Escrow Shares shall be subject to escrow only until one year from the date hereof (the "Termination Date"); provided, however, that if Trinity delivers an Officer's Certificate (defined below) to the Escrow Agent prior to the Release Date (defined below) with respect to facts and circumstances existing prior to the Termination Date, a number of shares equal in value to the Damages (as defined in the Merger Agreement) claimed thereunder (the "Retained Shares") shall remain in escrow unless and until Escrow Agent has received either: (i) written instructions signed by all of Trinity, Kennedy and Scammell instructinx Xxxxxw Agent how the Retained Shares should be disbursed; or (ii) an order from a court of competent jurisdiction or award from an arbitral authority instructing the Escrow Agent as to how the Retained Shares should be disbursed. Promptly following Escrow Agent's receipt of either of the foregoing, Escrow Agent shall make the disbursement specified therein. For purposes of determining the number of Retained Shares, each share shall be valued as determined pursuant to Section 11.2 of the Merger Agreement.
Escrow Period; Release From Escrow. (a) The period in which the Indemnification Escrow is held shall terminate upon the one (1) year anniversary of the Closing Date as to all of the Indemnification Escrow except $770,000 worth of the Indemnification Escrow valued at the Augme Average Price as of the one (1) year anniversary date of the Closing Date (the “IP Escrow”), and the period in which the IP Escrow is held shall terminate upon the two (2) year anniversary of the Closing Date (each such period, as applicable, the “Escrow Period”); provided, however, that a portion of the Indemnification Escrow that is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate (as defined in Section 6.6) delivered to the Escrow Agent prior to termination of the applicable Escrow Period with respect to facts and circumstances existing prior to expiration of the applicable Escrow Period, shall remain deposited with the Escrow Agent until such claims have been resolved.
Escrow Period; Release From Escrow. (a) The Escrow Fund shall terminate eighteen (18) months after the Closing Date (the “Escrow Termination Date”); provided, however, that a portion of the Escrow Fund, that, in the reasonable judgment of Purchaser, is necessary to satisfy any unsatisfied claims for Indemnifiable Losses described in Section 9.3(a)(i) of the Purchase Agreement and in any Claim Notice theretofore delivered to the Escrow Agent prior to Escrow Termination Date with respect to facts and circumstances existing prior to Escrow Termination Date shall remain in the Escrow Fund until such claims have been resolved.
Escrow Period; Release From Escrow. (a) The period of time during which the Escrow Amount shall remain in the Escrow Fund shall terminate upon the Release Date; provided, however, that a portion of the Escrow Fund that equals the total amount of Damages claimed in any unsatisfied claims specified in any Officer’s Certificate (as defined in Section 9.4 below) delivered to the Escrow Agent prior to the Release Date with respect to facts and circumstances existing on or prior to the Termination Date, shall remain in the Escrow Fund until such claims have been resolved.
Escrow Period; Release From Escrow. The property comprising the Indemnity Portion of the Escrow Fund shall be released to the Company Equity Participants as follows (each, a "Release Date"): 50% of the first $2,000,000 of Milestone Payments made before the Representation Termination Date will be released upon the payment of such Milestone Payments; 100% of the Milestone Payments made in excess of $2,000,000 made before the Representation Termination Date will be released upon the payment of such Milestone Payments; all Milestone Payments comprising the Indemnity Portion of the Escrow Fund will be released on the Representation Termination Date; and on and from the Representation Termination Date, 100% of all Milestone Payments will be released upon the payment of such Milestone Payments; provided, however, that a portion of the Indemnity Portion of the Escrow Fund, which, in the reasonable judgment of Parent, subject to the objection of the Stockholders' Agent and the subsequent arbitration of the matter in the manner provided in Section 9.7 hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to a Release Date with respect to facts and circumstances existing prior to a Release Date, shall remain in the Indemnity Portion of the Escrow Fund until such claims have been resolved. Within three (3) business days after a Release Date, the Escrow Agent shall release from the Indemnity Portion of the Escrow Fund to each Company Equity Participant such person's Equityholder's Proportionate Interest of the Indemnity Portion of the Escrow Fund, less with respect to each such Company Equity Participant the amount of funds and number of securities with a value (as determined pursuant to Section 9.5) equal to (A) such person's Equityholder's Proportionate Interest of any liability for which indemnity is claimed by Parent in accordance with Section 9.5 in satisfaction of indemnification claims by a Parent Indemnified Person and (B) such person's Equityholder's Proportionate Interest of any liability subject to claims by a Parent Indemnified Person in accordance with Section 9.3(a) with respect to any pending but unresolved indemnification claims of a Parent Indemnified Person. Any portion of the Indemnity Portion of the Escrow Fund held as a result of clause (B) shall be released to the Company Equity Participants or released to Parent (as appropriate) promptly upon resolution of each specific indemnification claim inv...
