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

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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Agile Software Corp), Agreement and Plan of Reorganization (Agile Software Corp)

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Escrow Period; Release From Escrow. (a) The Escrow Period shall terminate upon the expiration of twelve (12) months after the Effective TimeTermination Date, provided, however, that a portion of the Escrow Fund, which, in the reasonable judgment of AgileBuyer, subject to the objection of the Shareholders' Agent (as defined in Section 9.7 below) and the subsequent arbitration of the matter in the manner provided in Section 8.6 9.6 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (E Piphany Inc)

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 Agilefonix, 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 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 quantified or resolved.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Fonix Corp)

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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 Agilethe Corporation, subject to the objection of the Shareholders' Agent (defined below) Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 8.6 10.6 hereof, is necessary or reasonably potentially necessary to satisfy any unsatisfied or unquantified claims specified in any Officer's Certificate (as defined in Section 10.4, below) theretofore delivered to the Escrow Agent prior to termination of the Escrow Period Period, shall remain in the Escrow Fund until such claims have been quantified or resolved.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ari Network Services Inc /Wi)

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