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.
Appears in 3 contracts
Samples: Stock Exchange and Merger Agreement (Leap Technology Inc / De), Stock Exchange and Merger Agreement (Ivillage Inc), Stock Exchange and Merger Agreement (Ivillage Inc)
Escrow Period; Release From Escrow. (a) The escrow Escrow Fund shall terminate on and be released upon the Termination Date (the “Escrow Period”)Date; provided, however, that a portion of the Escrow Fund, whichFund that, in the reasonable judgment of Parent Acquiror, is necessary sufficient to satisfy any potential unsatisfied claims specified in any Notice of Claim theretofore Officer’s Certificate (as defined in Section 9.4 below) delivered to the Escrow Agent prior to termination of the Escrow Period, Termination Date shall remain in the Escrow Fund until such claims have been resolved.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silicon Laboratories Inc), Agreement and Plan of Merger (Silicon Laboratories Inc)
Escrow Period; Release From Escrow. (ai) The escrow shall Escrow Period will terminate on the Termination Date (the “Escrow Period”)Release Date; provided, however, that all or a portion of the Escrow Fund, which, in the reasonable judgment of Parent Buyer, is necessary to satisfy any unsatisfied claims specified in any Claim Notice of Claim theretofore delivered to the Escrow Agent prior to termination the Release Date with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall will remain in the Escrow Fund and subject to the Escrow Agreement until such claims have been resolved.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Diedrich Coffee Inc)
Escrow Period; Release From Escrow. (a) The escrow Escrow Period shall terminate on the Escrow Termination Date (the “Escrow Period”); Date, provided, however, that a portion of the Escrow Fund, if any, which, in the reasonable judgment of Parent Parent, is necessary to satisfy any unsatisfied claims specified in any Notice of Claim Officer's Certificate theretofore delivered by Parent to the Escrow Agent and the Holder 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Micro General Corp)
Escrow Period; Release From Escrow. (a) The escrow Escrow Period shall terminate on the Escrow Termination Date (the “Escrow Period”); Date, provided, however, that a portion of the Escrow Fund, if any, which, in the reasonable judgment of Parent Parent, is necessary to satisfy any unsatisfied claims specified in any Notice of Claim Officer's Certificate theretofore delivered by Parent to the Escrow Agent and the Shareholders 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.
Appears in 1 contract
Samples: Merger Agreement (Fidelity National Information Solutions Inc)
