Common use of Escrow Period Clause in Contracts

Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence until June 5, 2005 (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 Buyer, subject to the objection of the Shareholders' Representative (as defined in Section 10.7 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, net of the Deficit Adjustment Shares, to the Indemnifying Shareholders all Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares to the Indemnifying Shareholders pursuant to Section 10.5 below 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 Funds shall remain in existence from the Closing Date until June 5, 2005 the Escrow Termination Date (the "ESCROW TERMINATION DATE") (the "ESCROW PERIODEscrow Period"). Upon the expiration of the Escrow Period, the Escrow Fund Agent shall terminate with respect deliver to all the Principal Shareholders the remaining Escrow SharesFunds; provided, however, however that the number amount of Escrow SharesFunds, which, in the reasonable judgment of BuyerAcquiror, subject to the objection of the Shareholders' Representative (as defined in Section 10.7 below) Agent 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 for Acquiror Losses delivered to the Escrow Agent in accordance with the terms of the Escrow Agreement 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 Funds shall remain in existence) until such unsatisfied claims for Acquiror Losses have been resolved. As soon as all such claims for Acquiror Losses have been resolved, the Escrow Agent shall deliver, net of the Deficit Adjustment Shares, deliver to the Indemnifying Principal Shareholders the reserved Escrow Funds and all Escrow Shares and other property remaining in the Escrow Fund Funds and not required to satisfy such claims. Deliveries Delivery of the Escrow Shares Funds to the Indemnifying Principal Shareholders pursuant to this Section 10.5 below and the Escrow Agreement 9.4 shall be made in proportion to their respective original contributions to the Escrow FundFunds.

Escrow Period. Subject to the following requirements, the (a) The Escrow Fund Period shall remain in existence until June 5, 2005 (the "ESCROW TERMINATION DATE") (the "ESCROW PERIOD"). Upon terminate upon the expiration of twenty-four (24) months after the Escrow Period, the Escrow Fund shall terminate with respect to all Escrow SharesEffective Time; provided, however, that a portion of the number of Escrow Shares, which, in the reasonable judgment of BuyerParent, subject to the objection of the Shareholders' Representative (as defined in Section 10.7 below) Agent and the subsequent arbitration of the claim matter in the manner provided in the Escrow Agreement, Section 9.7 hereof are necessary to satisfy the expected Damages attributable to any unsatisfied claims specified in any officerOfficer's certificate Certificate theretofore delivered to the Escrow Agent prior to termination of the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to expiration of the Escrow Termination Date Period, 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. (b) Upon termination of the Escrow Period, the Escrow Agent shall deliver, net of the Deficit Adjustment Shares, deliver to the Indemnifying former Company Shareholders all Escrow Shares and other property remaining in that portion of the Escrow Fund and that is not required to satisfy such claimsany claims made by Parent pursuant to Section 9.5 hereof. Deliveries of Escrow Shares Amounts to the Indemnifying Company Shareholders pursuant to this Section 10.5 below and the Escrow Agreement 9.4(b) shall be made in proportion to their respective original contributions to the Escrow Fund. Any Escrow Shares remaining in the Escrow Fund following the termination of the Escrow Period pursuant to Section 9.4(a) shall be released after such claims are resolved.

Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence until June 5, 2005 the Escrow Termination Date (the "ESCROW TERMINATION DATE") (the "ESCROW PERIODEscrow 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 BuyerAcquiror, subject to the objection of the ShareholdersStockholders' Representative (as defined in Section 10.7 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 officerOfficer's certificate 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, net of the Deficit Adjustment Shares, deliver to the Indemnifying Shareholders stockholders of Target all Escrow Shares Cash and other property remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares Cash to the Indemnifying Shareholders stockholders of Target pursuant to this Section 10.5 below 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 June 5, 2005 the Escrow Termination Date (the "ESCROW TERMINATION DATE") (the "ESCROW PERIODEscrow 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 Buyer▇▇▇▇▇▇▇▇.▇▇▇, subject to the objection of the ShareholdersStockholders' Representative (as defined in Section 10.7 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 officerOfficer's certificate 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. Within ten (10) days of the Escrow Termination Date, the Escrow Agent shall promptly deliver to the former shareholders of Alive all Escrow Shares in excess of those necessary to satisfy any such pending unsatisfied claims. As soon as all such claims have been resolved, the Escrow Agent shall deliver, net of the Deficit Adjustment Shares, deliver to the Indemnifying Shareholders stockholders of Alive all Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares to the Indemnifying Shareholders stockholders of Alive pursuant to this Section 10.5 below 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 ------------- Fund shall remain in existence until June 5, 2005 the date that is twelve (12) months after the Effective Time (the "ESCROW TERMINATION DATE") (the "ESCROW PERIODEscrow 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 BuyerAcquiror, subject to the objection of the ShareholdersStockholders' Representative (as defined in Section 10.7 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 officerOfficer's certificate 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 end of the Escrow Termination Date Period 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, net of the Deficit Adjustment Shares, deliver to the Indemnifying Shareholders stockholders of Target all Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares to the Indemnifying Shareholders stockholders of Target pursuant to this Section 10.5 below 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 June 5, 2005 (the "ESCROW TERMINATION DATEEscrow Period") until one (1) year after the Effective Time (the "ESCROW PERIODEscrow Termination Date"). Upon the expiration of On the Escrow PeriodTermination Date, 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 BuyerAcquiror, subject to the objection of the Shareholders' Representative (as defined in Section 10.7 6.7 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 officeran Officer's certificate 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; provided, however, that the Escrow Shares to be retained shall be taken from all Escrow Shares beneficially owned by the ENI Shareholders on a pro rata basis. As soon as all such claims have been resolved, the Escrow Agent shall deliver, net of the Deficit Adjustment Shares, deliver to the Indemnifying relevant ENI Shareholders all Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares to the Indemnifying ENI Shareholders pursuant to this Section 10.5 below 6.4 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 June 5, 2005 the Escrow Termination Date (the "ESCROW TERMINATION DATE") (the "ESCROW PERIODEscrow Period"). Upon the expiration of the Escrow Period, the Escrow Fund shall terminate with respect to all Escrow Sharesterminate; provided, however, that the number amount of escrowed cash and escrowed notes in the Escrow SharesFund, which, in the reasonable judgment of BuyerAcquiror, subject to the objection of the ShareholdersStockholders' Representative (as defined in Section 10.7 8.8 below) and the subsequent arbitration of the claim in the manner provided in the Escrow Agreementherein, are necessary to satisfy any unsatisfied claims specified in any officerOfficer's certificate 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, net of the Deficit Adjustment Shares, deliver to the Indemnifying Shareholders Target Stockholders all Escrow Shares escrowed cash and other property escrowed notes remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of from the Escrow Shares Fund to the Indemnifying Shareholders Target Stockholders pursuant to this Section 10.5 below and the Escrow Agreement 8.5 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 June 5, 2005 the Escrow Termination Date (the "ESCROW TERMINATION DATE") (the "ESCROW PERIODEscrow 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 BuyerOfferor, subject to the objection of the Principal Shareholders' Representative (as defined in Section 10.7 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 officerOfficer's certificate 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, net of the Deficit Adjustment Shares, deliver to the Indemnifying Principal Shareholders all Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares to the Indemnifying Principal Shareholders pursuant to this Section 10.5 below 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 Fund shall remain in existence until June 5, 2005 the Escrow Termination Date (the "ESCROW TERMINATION DATE") (the "ESCROW PERIODEscrow 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 BuyerExchangeco, subject to the objection of the Shareholders' Representative (as defined in Section 10.7 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 officerOfficer's certificate 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, net of the Deficit Adjustment Shares, deliver to the Indemnifying 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 Indemnifying Founding Shareholders on behalf of each Founding Shareholder Family pursuant to this Section 10.5 below 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 June 5, 2005 (the "ESCROW TERMINATION DATE") Escrow Termination Date (the "ESCROW PERIOD"). Upon the expiration of the Escrow PeriodPeriod and subject to Section 8.6, the Escrow Fund shall terminate with respect to all Escrow SharesSecurities; providedPROVIDED, howeverHOWEVER, that the number of Escrow SharesSecurities, which, in the reasonable judgment of BuyerRosetta, subject to the objection of the ShareholdersStockholders' Representative (as defined in Section 10.7 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 resolvedresolved (the "RETAINED ESCROW SECURITIES"). As soon as all such claims have been resolved, the Escrow Agent shall deliver, net of the Deficit Adjustment Shares, deliver to the Indemnifying Shareholders stockholders and optionholders of Acacia all Escrow Shares Securities and other property remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares Securities to the Indemnifying Shareholders stockholders of Acacia pursuant to this Section 10.5 below 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 ------------- Fund shall remain in existence until June 5, 2005 the first anniversary of the Effective Time (the "ESCROW TERMINATION DATE") (the "ESCROW PERIODEscrow 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 BuyerAcquiror, subject to the objection of the ShareholdersStockholders' Representative (as defined in Section 10.7 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 officerOfficer's certificate 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 termination of the Escrow Termination Date Period 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, net of the Deficit Adjustment Shares, deliver to the Indemnifying Shareholders Stockholders all Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares to the Indemnifying Shareholders Stockholders pursuant to this Section 10.5 below 6.5 and the Escrow Agreement shall be made in proportion to their respective original contributions to the Escrow Fund.