Common use of Escrow Period Clause in Contracts

Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence until the Escrow Termination Date (the "Escrow Period"). Upon the expiration of the Escrow Period, the Escrow Fund shall terminate with respect to all Escrow Shares; provided, however, that the number of Escrow Shares, which, in the reasonable judgment of Exchangeco, subject to the objection of the Shareholders' Representative (as defined in Section 10 below) and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the Escrow Termination Date shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Founding Shareholders on behalf of each Founding Shareholder Family all Escrow Shares and other property (if any) remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares to the Founding Shareholders on behalf of each Founding Shareholder Family pursuant to this Section 10.5 and the Escrow Agreement shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period. Subject to the following requirements, the The Escrow Fund shall remain in existence until the Escrow Termination Date. Any indemnification payment relating to bona fide claims asserted by Acquiror prior to the Escrow Termination Date (will be deducted from the "Escrow Period"). Upon the expiration portion of the Escrow PeriodFund to be released on the Escrow Termination Date, and to the extent that such amount is insufficient to indemnify the Indemnified Parties for such claims, the entire Escrow Fund shall be available to satisfy them. On the Escrow Termination Date, the Escrow Fund shall terminate with respect to all Escrow SharesProperty; provided, however, that the amount of Escrow Cash and number of Escrow Shares, which, in the reasonable judgment of ExchangecoAcquiror, subject to the objection of the Shareholders' Stockholders’ Representative (as defined in Section 10 below) and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, are necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Founding Shareholders on behalf stockholders of each Founding Shareholder Family Target all Escrow Shares Property and other property (if any) remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares Property to the Founding Shareholders on behalf former stockholders of each Founding Shareholder Family Target pursuant to this Section 10.5 8.05 and the Escrow Agreement shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence until the Escrow Termination Date (the "Escrow Period"). Upon the expiration of the Escrow Period, the Escrow Fund shall terminate with respect to all Escrow SharesCash; provided, however, that the number amount of Escrow SharesCash, which, in the reasonable judgment of ExchangecoAcquiror, subject to the objection of the Shareholders' Representative (as defined in Section 10 8.8 below) and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, are necessary to satisfy any unsatisfied claims, including claims for Damages Acquiror reasonably anticipates incurring, specified in any Officer's Certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the Escrow Termination Date shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Founding Shareholders on behalf shareholders of each Founding Shareholder Family Target all Escrow Shares Cash and other property (if any) remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares Cash to the Founding Shareholders on behalf shareholders of each Founding Shareholder Family Target pursuant to this Section 10.5 8.5 and the Escrow Agreement shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period. Subject to the following requirementsprovisions of this Section 6.6, the Escrow Fund Shares shall remain in the Escrow Fund, which shall remain in existence until the Escrow Termination Date (the "Escrow Period"). Upon the expiration of the Escrow ------------- Period, the Escrow Fund shall terminate with respect to all remaining Escrow SharesShares and the Escrow Agent shall deliver all such Escrow Shares to the Stockholders; provided, however, that the number of Escrow Shares, whichShares that, in the -------- ------- reasonable judgment of ExchangecoWatchGuard, subject to the objection of the Shareholders' Stockholder Representative (as defined in Section 10 below) and the subsequent arbitration of the claim in the manner provided in accordance with Section 4(e) of the Escrow Agreement, are is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate of which proper notice is delivered to the Escrow Agent prior to Agent, in accordance with the Escrow Agreement, before the expiration of such the Escrow Period with respect to facts and circumstances existing on or prior to before the Escrow Termination Date Date, shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Founding Shareholders on behalf of each Founding Shareholder Family Stockholders all Escrow Shares and other property (if any) then remaining in the Escrow Fund and that is not required to satisfy such claims. Deliveries of Escrow Shares to the Founding Shareholders on behalf of each Founding Shareholder Family Stockholders pursuant to this Section 10.5 and the Escrow Agreement 6.6 shall be made in proportion to their respective original contributions to accordance with each Stockholder's proportionate interest in the Escrow Fund, as determined in accordance with Section 3(a) of the Escrow Agreement.

Escrow Period. Subject to the following requirements, The Escrow Consideration shall be retained by the Escrow Fund shall remain in existence Agent until the Escrow Termination Date (Date. Subject to the "last sentence of this Section 10.4, upon the Escrow Period"). Upon Termination Date, the expiration Escrow Agent shall deliver to Buyer such amount of the Escrow Period, Consideration as shall have been determined by the parties to be payable to Buyer pursuant to Officer’s Certificates delivered to Seller and Escrow Agent during the Escrow Fund period in accordance with Section 10.3 herein above, and the Escrow Agent shall terminate with respect deliver to all Seller the remaining Escrow SharesConsideration; provided, however, that the number amount of Escrow SharesConsideration, which, which in the reasonable judgment of ExchangecoBuyer, subject to the objection of the Shareholders' Representative (as defined in Section 10 below) Seller and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, are is necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date Date, shall remain in the Escrow Fund (and possession of the Escrow Fund shall remain in existence) Agent until such claims have been resolved. As soon as all such claims have been resolved, the any remaining Escrow Agent shall deliver to the Founding Shareholders on behalf of each Founding Shareholder Family all Escrow Shares and other property (if any) remaining in the Escrow Fund and Consideration not required to satisfy such claims. Deliveries of Escrow Shares to the Founding Shareholders on behalf of each Founding Shareholder Family pursuant to this Section 10.5 and the Escrow Agreement claims shall be made in proportion distributed to their respective original contributions Seller. Notwithstanding the foregoing, any fees owed to the Escrow FundAgent and any taxes that may be payable (including taxes of the owner of the Escrow Consideration) due to accrued interest on funds held by the Escrow Agent shall be paid from the Escrow Fund prior to the final distribution of remaining Escrow Consideration.

Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence until the Escrow Termination Date (the "Escrow Period"). Upon the expiration of the Escrow Period, the Escrow Fund shall terminate with respect to all Escrow SharesCash; provided, however, that the number amount of Escrow SharesCash, which, in the reasonable judgment of ExchangecoAcquiror, subject to the objection of the ShareholdersStockholders' Representative (as defined in Section 10 6.8 below) and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the Escrow Termination Date shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Founding Shareholders on behalf stockholders of each Founding Shareholder Family Target all Escrow Shares Cash and other property (if any) remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares Cash to the Founding Shareholders on behalf stockholders of each Founding Shareholder Family Target pursuant to this Section 10.5 6.5 and the Escrow Agreement shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence until the Escrow Termination Date (the "Escrow Period"). Upon the expiration of the Escrow Period, the Escrow Fund shall terminate with respect to all Escrow Shares; provided, however, that the number of Escrow Shares, which, in the reasonable judgment of ExchangecoOfferor, subject to the objection of the Principal Shareholders' Representative (as defined in Section 10 8.8 below) and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the Escrow Termination Date shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Founding Principal Shareholders on behalf of each Founding Shareholder Family all Escrow Shares and other property (if any) remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares to the Founding Principal Shareholders on behalf of each Founding Shareholder Family pursuant to this Section 10.5 8.5 and the Escrow Agreement shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period. Subject to the following requirements, The period during which claims for indemnification from the Escrow Fund may be initiated (the “Claims Period”) shall remain in existence until commence at the Effective Time and terminate on the Escrow Termination Date (the "Escrow Period")Date. Upon the expiration of the Escrow Claims Period, the Escrow Fund shall terminate with respect to all Escrow SharesShares and Escrow Cash in the Escrow Fund at such time; provided, however, that the number of Escrow SharesShares and the amount of Escrow Cash, which, in the reasonable judgment of Exchangeco, subject to the provisions of this Article Eight and the Escrow Agreement (including any objection of the Shareholders' Stockholders’ Representative (as defined in Section 10 below) and accordance with the subsequent arbitration provisions of the claim in the manner provided in the Escrow Agreement), are necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the Escrow Termination Date shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been are resolved, the Escrow Agent shall deliver to the Founding Shareholders on behalf stockholders of each Founding Shareholder Family Target all Escrow Shares Shares, Escrow Cash and other property (if any) remaining in the Escrow Fund and not required to satisfy such resolved claims or any remaining unresolved claims. Deliveries of Escrow Shares and Escrow Cash to the Founding Shareholders on behalf stockholders of each Founding Shareholder Family Target pursuant to this Section 10.5 8.5 and the Escrow Agreement shall be made in proportion to their respective original contributions to the Escrow Fund.

Escrow Period. Subject to the following requirements, The Escrow Consideration shall be retained by the Escrow Fund shall remain in existence Agent until the Escrow Termination Date (Date. Subject to the "last sentence of this Section 10.4, upon the Escrow Period"). Upon Termination Date, the expiration Escrow Agent shall deliver to Buyer such amount of the Escrow Period, Consideration as shall have been determined by the parties to be payable to Buyer pursuant to Officer’s Certificates delivered to Seller and Escrow Agent during the Escrow Fund period in accordance with Section 10.3 herein above, and the Escrow Agent shall terminate with respect deliver to all Seller the remaining Escrow SharesConsideration; provided, however, that the number amount of Escrow SharesConsideration, which, which in the reasonable judgment of ExchangecoBuyer, subject to the objection of the Shareholders' Representative (as defined in Section 10 below) Escrow Agent and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, are is necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date Date, shall remain in the Escrow Fund (and possession of the Escrow Fund shall remain in existence) Agent until such claims have been resolved. As soon as all such claims have been resolved, the any remaining Escrow Agent shall deliver to the Founding Shareholders on behalf of each Founding Shareholder Family all Escrow Shares and other property (if any) remaining in the Escrow Fund and Consideration not required to satisfy such claims. Deliveries of Escrow Shares to the Founding Shareholders on behalf of each Founding Shareholder Family pursuant to this Section 10.5 and the Escrow Agreement claims shall be made in proportion distributed to their respective original contributions Seller. Notwithstanding the foregoing, any fees owed to the Escrow FundAgent and any taxes that may be payable (including taxes of the owner of the Escrow Consideration) due to accrued interest on funds held by the Escrow Agent shall be paid from the Escrow Fund prior to the final distribution of remaining Escrow Consideration to Seller and all remaining accrued interest on the Escrow Consideration shall be paid to Buyer.