Escrow Period. The Escrow Period shall terminate at the expiration of twelve (12) months after the Effective Time; provided, however, that a portion of the Escrow Shares, which are 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 finally resolved.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Quintus Corp), Agreement and Plan of Reorganization (Vignette Corp)
Escrow Period. The Escrow Period shall terminate at the expiration of twelve (12) months after the Effective Time; provided, however, that a portion of the Escrow SharesFund, which are 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 finally resolved, including without limitation any claims relating to items set forth on Schedule 2.8 hereto.
Appears in 2 contracts
Samples: Merger Agreement (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)
Escrow Period. The Escrow Period shall terminate at the ------------- expiration of twelve six (126) months after the Effective Time; provided, however, that a portion of the Escrow Shares, which are 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 finally resolved.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cacheflow Inc)
Escrow Period. The Escrow Period shall terminate at the expiration of twelve (12) months after the Effective Time; provided, however, that a portion of the Escrow SharesEscrowed Consideration, which are 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 finally resolved, including without limitation any claims relating to items set forth on Schedule 2.8 hereto.
Appears in 1 contract
Escrow Period. The Escrow Period shall terminate with respect to the Escrow Deposit at the expiration of twelve eighteen (1218) months after the Effective Timedate of this Agreement; provided, however, that all or a portion of the Escrow SharesDeposit, which are is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Escrow Representative 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 Deposit until such claims have been finally resolved.
Appears in 1 contract
Samples: Indemnity Escrow Agreement (Daleen Technologies Inc)
Escrow Period. The Escrow Period shall terminate at the expiration of twelve (12) months after the Effective TimeClosing Date; provided, however, that a portion of the Escrow SharesFund which, which are in the reasonable judgment of Acquiror, 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 finally resolved.
Appears in 1 contract
Escrow Period. The Escrow Period shall terminate (a) with respect to half of the Escrow Shares at the expiration of six (6) months after the Effective Time, provided, however, that any claims made pursuant to Section 8.5 during such period shall be withheld providing resolution of such claim and (b) with respect to the remaining Escrow Shares, at the expiration of twelve (12) months after the Effective Time; provided, however, that a portion of the Escrow Shares, which are 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 finally resolved.any
Appears in 1 contract
Samples: Merger Agreement (Cisco Systems Inc)
Escrow Period. The Escrow Period shall terminate at the expiration of twelve (12) 12 months after the Effective TimeClosing Date; provided, howeverthat any claim made pursuant to Section 8.5 during such period shall be withheld pending resolution of such claim; provided further, that a portion the number of the Escrow Shares, Shares which are is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate Lucent Notice 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 escrow until such claims have been finally resolved.
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Escrow Period. The Escrow Period shall terminate at the expiration of twelve (12) months after the Effective Time; provided, however, that a portion of the Escrow Shares, which are is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate (defined in Section 9.4 below) 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 finally resolved.
Appears in 1 contract
Samples: Merger Agreement (Ods Networks Inc)