Common use of Escrow Period; Release From Escrow Clause in Contracts

Escrow Period; Release From Escrow. (a) The Escrow Fund shall terminate and be released upon the Termination Date; provided, however, that a portion of the Escrow Fund that, in the reasonable judgment of Acquiror, is sufficient to satisfy any potential unsatisfied claims specified in any Officer’s Certificate (as defined in Section 9.4 below) delivered to the Escrow Agent prior to the Termination Date shall remain in the Escrow Fund until such claims have been resolved. (b) Within five days after the Termination Date (the “Release Date”), the Escrow Agent shall pay each Stockholder that has complied with Section 2.7, their applicable portion of the Remaining Deduction Amount. In addition, the Escrow Agent shall pay to the Surviving Corporation, Acquiror or Acquiror’s affiliates (as directed by Acquiror) for the benefit of the holders of Vested Target Option that have delivered their Option Cancellation Agreement, their applicable portion of the Remaining Deduction Amount. Notwithstanding anything to the contrary herein, any Escrow Fund subject to any pending but unresolved indemnification claims of any Acquiror Indemnified Person shall only be released by the Escrow Agent and paid in accordance with this paragraph following resolution of each specific indemnification claim involved in accordance with the Escrow Agreement. (c) Without Acquiror’s written approval, no right to receive any of the Escrow Fund or any beneficial interest therein may be assigned or transferred, including by operation of law, by any Stockholder or holder of Vested Target Options or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such Stockholder or holder of Vested Target Options.

Escrow Period; Release From Escrow. (a) The Escrow Fund shall terminate and be released upon the Termination Date; provided, however, that a portion of the Escrow Fund that, in the reasonable judgment of Acquiror, is sufficient to satisfy any potential unsatisfied claims specified in any Officer’s Certificate (as defined in Section 9.4 below) delivered to the Escrow Agent prior to the Termination Date shall remain in the Escrow Fund until such claims have been resolved. (b) Within five days after the Termination Date (the “Release Date”), the Escrow Agent shall pay each Target Stockholder that has complied with Section 2.7, their applicable portion of the Remaining Deduction Amount. In addition, the Escrow Agent shall pay to the Surviving Corporation, Acquiror or Acquiror’s affiliates (as directed by Acquiror) for the benefit of the holders of Vested Target Option that have delivered their Option Cancellation Agreement, their applicable portion of the Remaining Deduction Amount. Notwithstanding anything to the contrary herein, any Escrow Fund subject to any pending but unresolved indemnification claims of any Acquiror Indemnified Person shall only be released by the Escrow Agent and paid in accordance with this paragraph to the Target Stockholders following resolution of each specific indemnification claim involved in accordance with the Escrow Agreementinvolved. (c) Without Acquiror’s written approval, no right to receive any of the Escrow Fund or any beneficial interest therein may be assigned or transferred, including by operation of law, by any Target Stockholder or holder of Vested Target Options or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such Stockholder or holder of Vested Target OptionsStockholder.