Common use of Escrow Period Clause in Contracts

Escrow Period. The Escrow Consideration shall be retained by the Escrow Agent until the Escrow Termination Date. Subject to the last sentence of this Section 10.4, upon the Escrow Termination Date, the Escrow Agent shall deliver to Buyer such amount of the Escrow 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 period in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow Consideration; provided, however, that the amount of Escrow Consideration, which in the reasonable judgment of Buyer, subject to the objection of the Seller and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to the Escrow Agent prior to the Escrow Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date, shall remain in the possession of the Escrow Agent until such claims have been resolved. As soon as all such claims have been resolved, any remaining Escrow Consideration not required to satisfy such claims shall be distributed to Seller. Notwithstanding the foregoing, any fees owed to the Escrow Agent 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. (a) The Escrow Consideration escrow shall be retained by terminate on the Escrow Agent until the Escrow Termination Date. Subject to the last sentence of this Section 10.4, upon the Escrow Termination Date, the Escrow Agent shall deliver to Buyer such amount one year anniversary of the Effective Time ("Escrow 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 period in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow ConsiderationPeriod"); provided, however, that a portion of the amount of Escrow ConsiderationShares, which in the reasonable judgment of Buyer, subject to the objection of the Seller and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, is necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Termination Date Period with respect to facts and circumstances existing on or prior to expiration of the Escrow Termination DatePeriod, shall remain in the possession of the Escrow Agent Fund until such claims have been resolved. As soon 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes the Ezlogin Options in connection with the Merger, 724 Solutions shall hold the Subject Options as all security for the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to the Escrow Agent in accordance with the terms hereof); provided, however, that a portion of the Subject Options which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and until such claims have been resolved, shall remain subject to cancellation and subject to the provisions of Article VIII of the Merger Agreement until such claims have been resolved. (c) Any amounts remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and this Escrow Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under the Merger Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, the Escrow Agent shall deliver to the Shareholders all of the Escrow Shares and other property remaining in the Escrow Consideration Fund and not required to satisfy such claims and expenses. Each Shareholder shall be distributed receive that number of Escrow Shares equivalent to Seller. Notwithstanding the foregoing, any fees owed to the Escrow Agent and any taxes that may be payable (including taxes of the owner of the Escrow Consideration) due to accrued such Shareholder's percentage interest on funds held by the Escrow Agent shall be paid from in the Escrow Fund prior to the final distribution of remaining Escrow Considerationas set forth in SCHEDULE 1 attached hereto.

Escrow Period. The Escrow Consideration shall be retained by the Escrow Agent until the Escrow Termination Date. Subject to the last sentence of this Section 10.4, upon the Escrow Termination Date, the Escrow Agent shall deliver to Buyer such amount of the Escrow 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 period in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow Consideration; provided, however, that the amount of Escrow Consideration, which in the reasonable judgment of Buyer, subject to the objection of the Seller Escrow Agent and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to the Escrow Agent prior to the Escrow Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date, shall remain in the possession of the Escrow Agent until such claims have been resolved. As soon as all such claims have been resolved, any remaining Escrow Consideration not required to satisfy such claims shall be distributed to Seller. Notwithstanding the foregoing, any fees owed to the Escrow Agent 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 ConsiderationConsideration to Seller and all remaining accrued interest on the Escrow Consideration shall be paid to Buyer.

Escrow Period. The Escrow Consideration shall be retained by Release From Escrow. (a) As promptly as practicable after Parent files its Annual Report on Form 10-K with the Escrow Agent until SEC for the Escrow Termination Date. Subject to year ended December 31, 2001 (the last sentence of this Section 10.4, upon the Escrow Termination Date"Parent 10-K"), the Escrow Agent shall deliver release from escrow to Buyer such amount the Company Shareholders their pro rata portion of the Escrow 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 period in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow ConsiderationFund remaining; provided, however, that a portion of the amount of Escrow ConsiderationFund which, which in the reasonable judgment of BuyerParent, subject to the objection of the Seller Shareholders' Agent and the subsequent arbitration of the claim matter in the manner provided in the Escrow AgreementSection 8.7 hereof, is necessary to satisfy any unsatisfied claims specified in any Officer’s Escrow Claim Certificate theretofore delivered to the Escrow Agent on or prior to the Escrow Termination Date date the Parent 10-K is filed with the SEC with respect to facts and circumstances existing on or prior to the Escrow Termination Datesuch date, shall remain in the possession of the Escrow Agent Fund until such claims have been resolved. As soon as all such claims have been resolved, any remaining Escrow Consideration not required to satisfy such claims shall be distributed to Seller. Notwithstanding the foregoing, any fees owed to the Escrow Agent and any taxes that may be payable (including taxes of the owner Any portion of the Escrow Fund retained pursuant to the proviso in the first sentence of this Section 8.3(a) shall be released to Company Shareholders or released to Parent (as appropriate) promptly upon resolution of each specific indemnification claim involved. Escrow Shares and Escrow Cash shall be released to the respective Company Shareholders in proportion to their respective share of the Merger Consideration. Parent will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate Persons. Certificates representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from Escrow to the Company Shareholders. In lieu of any fraction of an Escrow Share to which a Company Shareholder would otherwise be entitled, such holder will receive from Parent an amount of cash (rounded to the nearest whole cent) due equal to accrued the product of such fraction multiplied by the average of the closing prices of Parent Common Stock as reported on the Nasdaq National Market during the twenty trading days ending one day prior to the date such shares are released from the Escrow Fund. (b) No Escrow Shares or any beneficial interest on funds held therein may be pledged, sold, assigned or transferred, including by operation of law, by any Company Shareholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such shareholder, prior to the delivery to such shareholder of his pro rata portion of the Escrow Shares by the Escrow Agent shall be paid from as provided herein. (c) The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares contemplated by this Agreement. Parent will cooperate with the Escrow Fund prior Agent in promptly issuing stock certificates to the final distribution of remaining Escrow Considerationeffect such transfers.

Escrow Period. The Escrow Consideration Fund shall be retained by the Escrow Agent remain in existence until the Escrow Termination Date. Subject Any indemnification payment relating to bona fide claims asserted by Acquiror prior to the last sentence Escrow Termination Date will be deducted from the portion of this Section 10.4the Escrow Fund to be released on the Escrow Termination Date, upon 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 Agent Fund shall deliver terminate with respect to Buyer such amount of the all Escrow 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 period in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow ConsiderationProperty; provided, however, that the amount of Escrow ConsiderationCash and number of Escrow Shares, which which, in the reasonable judgment of BuyerAcquiror, subject to the objection of the Seller Stockholders’ Representative and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, is are necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to the Escrow Agent prior to the Escrow Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date, Date shall remain in the possession of Escrow Fund (and the Escrow Agent Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved, any the Escrow Agent shall deliver to the stockholders of Target all Escrow Property and other property remaining in the Escrow Consideration Fund and not required to satisfy such claims claims. Deliveries of Escrow Property to the former stockholders of Target pursuant to this Section 8.05 and the Escrow Agreement shall be distributed made in proportion to Seller. Notwithstanding the foregoing, any fees owed their respective original contributions to the Escrow Agent 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 ConsiderationFund.

Escrow Period. The Escrow Consideration shall be retained by the Escrow Agent until the Escrow Termination DateDISTRIBUTION OF ESCROW FUND UPON TERMINATION OF ESCROW PERIOD. Subject to the last sentence of this Section 10.4, upon the Escrow Termination Datefollowing requirements, the Escrow Agent Fund shall deliver be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific Time, on the Expiration Date (the period of time from the Effective Time through and including the Expiration Date is referred to Buyer such amount herein as the "Escrow Period"); and all shares of Acquiror Common Stock remaining in the Escrow Consideration Fund shall be distributed 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 period set forth in accordance with this Section 10.3 herein above8.2(c); PROVIDED, and the Escrow Agent shall deliver to Seller the remaining Escrow Consideration; provided, howeverHOWEVER, that the Escrow Period shall not terminate with respect to such amount of Escrow Consideration, which (or some portion thereof) that is necessary in the reasonable judgment of BuyerAcquiror, subject to the objection of the Seller Stockholder Agent and the subsequent arbitration of the claim matter in the manner as provided in the Escrow AgreementSection 8.2(g), is necessary to satisfy any unsatisfied claims under this Section 8.2 concerning facts and circumstances existing prior to the termination of such Escrow Period which claims are specified in any Officer’s 's Certificate delivered to the Escrow Depositary Agent prior to the termination of such Escrow Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date, shall remain in the possession of the Escrow Agent until such claims have been resolvedPeriod. As soon as all such claims claims, if any, have been resolved, any the Depositary Agent shall deliver to the stockholders of the Company the remaining portion of the Escrow Consideration Fund not required to satisfy such claims claims. Deliveries of shares of Acquiror Common Stock remaining in the Escrow Fund to the stockholders of the Company pursuant to this Section 8.2(c) shall be distributed made ratably in proportion to Seller. Notwithstanding the foregoing, any fees owed their respective contributions to the Escrow Agent and any taxes that may be payable (including taxes Fund. Each stockholder of the owner Company who would otherwise be entitled to a fraction of the Escrow Considerationa share of Acquiror Common Stock (after aggregating all fractional shares of Acquiror Common Stock to be received by such holder) due to accrued interest on funds held by the Escrow Agent shall be paid entitled to receive from the Escrow Fund prior Acquiror an amount of cash (rounded to the final distribution nearest whole cent) equal to the product of remaining Escrow Consideration(a) such fraction, multiplied by (b) the Closing Price. Acquiror shall use its commercially reasonable efforts to have such shares and cash delivered within five Business Days after such resolution.

Escrow Period. The Subject to the following requirements, the Escrow Consideration shall be retained by the Escrow Depository Agent until the Escrow Termination Date; provided however, that 90,278 shares of Buyer's Common Stock held in escrow shall be released and delivered to Seller as set forth in Section 4(b) of the Depository Agreement if at least two of Woutxx Xxxx, Xxin Xxxxxxxxx, Xxlixxxx Xxxxxx, xxd Tom Xxxnes (the "Key Employees") remain in the employment of Buyer as of the six month anniversary of the Closing Date, excluding any Key Employee who is terminated by Buyer without cause or who terminates his employment with Buyer after the occurrence, if any, of a change of more than 50% of the senior management of Buyer (vice president level and above) or a change in a Key Employee's principal place of business to more than fifty (50) miles from its current location. Subject to the last sentence of this Section 10.4, upon Upon the Escrow Termination Date, the Escrow Depository Agent shall deliver to Buyer such amount of the Seller all remaining Escrow 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 period in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow Consideration; provided, however, that the amount of Escrow Consideration, which which, in the reasonable judgment of Buyer, subject to the objection of the Seller Depository Agent and the subsequent arbitration of the claim in the manner provided in the Escrow Depository Agreement, is necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate delivered to the Escrow Depository Agent prior to the Escrow Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date, Date shall remain in the possession of the Escrow Depository Agent until such claims have been resolved. As soon as all such claims have been resolved, any remaining Escrow Consideration not required to satisfy such claims shall be distributed to Seller. Notwithstanding the foregoing, any fees owed to the Escrow Agent 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. The Distribution upon Termination of Escrow Consideration shall be retained by the Escrow Agent until the Escrow Termination Date------------------------------------------------------- Periods. Subject to the last sentence of this Section 10.4, upon the Escrow Termination Datefollowing requirements, the Escrow Agent Fund shall deliver be in ------- existence immediately following the Effective Time and shall terminate on the Expiration Date (the "Escrow Period"); provided that the Escrow Period shall -------------- not terminate with respect to Buyer such amount of the Escrow 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 period in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow Consideration; provided, however(or some portion thereof), that together with the aggregate amount of Escrow Consideration, which in the reasonable judgment of Buyer, subject to the objection of the Seller and the subsequent arbitration of the claim in the manner provided remaining in the Escrow Agreement, Fund is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer’s 's Certificate delivered to the Escrow Agent prior to the termination of such Escrow Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date, shall remain in the possession of the Escrow Agent until such claims have been resolvedPeriod. As soon as all such claims have been resolved, any the Escrow Agent shall transfer to the shareholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Consideration Fund not required to satisfy such claims subject to the restriction that, if any of the shares in escrow are subject to a repurchase right in favor of the Company, upon termination of services to the Company, then such shares shall not be distributed to Seller. Notwithstanding the foregoing, any fees owed shareholder but in lieu thereof shall (to the Escrow Agent and any taxes that may extent not already repurchased in the event of prior termination of services) be payable (including taxes delivered to the appropriate escrow agent who is authorized to hold such shares for the benefit of the owner Company in the event of a future termination of services to the Escrow Consideration) due to accrued interest on funds held by Company. Unless and until the Escrow Agent shall be paid have received from Parent written notice that some or all of the Escrow Fund prior Shares are subject to a repurchase right in favor of the Company, the Escrow Agent may assume without inquiry that no repurchase rights exist. Deliveries of Escrow Amounts to the final distribution shareholders of remaining the Company pursuant to this Section 6.2(d) shall be made in proportion to their respective original contributions to the Escrow ConsiderationFund.

Escrow Period. The Escrow Consideration Period shall be retained by terminate for all matters on the Escrow Agent until the Escrow Termination Date. Subject to the last sentence of this Section 10.4, upon the Escrow Termination Date, the Escrow Agent shall deliver to Buyer such amount one (1) year anniversary of the Escrow 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 period in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow ConsiderationEffective Time; provided, however, that with respect to any items subject to resolution through the amount audit process, the Escrow Period shall end on the date of issuance of the audited consolidated financial statements of Parent for the fiscal year ending December 31, 2001 which include the results of Company, if earlier; provided, further, that a portion of the Escrow ConsiderationShares and/or cash, which in the reasonable judgment of Buyer, subject to the objection of the Seller and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, is necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent as provided in Section 8.5 below prior to the termination of the Escrow Termination Date Period with respect to facts and circumstances existing on or prior to the expiration of the Escrow Termination DatePeriod, shall remain in the possession of the Escrow Agent Fund until such claims have been resolved. As soon as all such claims have been resolved, any remaining Escrow Consideration not required Parent shall deliver to satisfy such claims shall be distributed to Seller. Notwithstanding the foregoing, any fees owed to the Escrow Agent and any taxes that may be payable (including taxes the Stockholders' Agent a certificate specifying the Effective Time and specifying the date of issuance of the owner audited consolidated financial statements of Parent for the fiscal year ending December 31, 2001 which include the results of Company. After the expiration of the Escrow Consideration) due to accrued interest on funds Period, all amounts held by in the Escrow Agent shall be paid from Fund, except that portion of the Escrow Fund Shares and/or cash which is necessary (i) to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Stockholders' Agent and Escrow Agent as provided in Section 8.5 below prior to the final distribution termination of remaining the Escrow ConsiderationPeriod with respect to facts and circumstances existing prior to the expiration of the Escrow Period, and (ii) pursuant to Section 8.8 hereof, to reimburse the Stockholders' Agent for un-reimbursed, reasonable and actual expenses and fees incurred prior to the termination of the Escrow Period and any additional reasonable estimated expenses to be incurred by the Stockholders' Agent (as specified in a Certificate to be delivered to Parent and Escrow Agent prior to the termination of the Escrow Period) in his defense of any unsatisfied claim as set forth in sub-section (i) above, shall be promptly distributed to the Company Stockholders in accordance with the Escrow Agreement.

Escrow Period. The Escrow Consideration Period shall be retained by terminate upon the expiration ------------- of 365 days from the Effective Time. Upon termination of the Escrow Agent until the Escrow Termination Date. Subject to the last sentence of this Section 10.4, upon the Escrow Termination DatePeriod, the Escrow Agent shall deliver to Buyer such amount of Shares remaining in the Escrow Consideration as Fund shall have been determined by be transferred to the parties to be payable to Buyer pursuant to Officer’s Certificates delivered to Seller and Escrow Agent during the Escrow period Members in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow ConsiderationDistribution Schedule; provided, however, that (i) a portion of the amount of Escrow ConsiderationShares, which which, in the reasonable judgment of BuyerFiberNet, subject to the objection of the Seller Managing Member and the subsequent arbitration resolution of the claim matter in the manner provided in the Escrow AgreementSection 14.12 hereof, is are necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Termination Date Period with respect to facts and circumstances existing on or prior to expiration of the Escrow Termination DatePeriod ("Existing Claims"), shall remain in the possession of the Escrow Agent Fund until such claims have been resolved. As soon as all , provided, however, that such claims have been resolved, any remaining Escrow Consideration not required Shares shall be used only to satisfy such claims shall be distributed to Seller. Notwithstanding the foregoing, any fees owed to the Escrow Agent Existing Claims and any taxes that may be payable (including taxes of the owner ii) a portion of the Escrow ConsiderationShares necessary to reimburse the Managing Member for its reasonable out-of-pocket costs and expenses ("FP Escrow Costs") due to accrued interest on funds held by the Escrow Agent shall be paid from incurred in connection with the Escrow Fund prior (including, without limitation, fees of counsel to the final distribution Managing Member and any amounts payable by the Managing Member under the last paragraph of remaining Section 14.12 hereof) shall be transferred to the Managing Member. A certificate signed by a member or officer of the Managing Member as to the amount of the FP Escrow ConsiderationCosts shall be conclusive as to the amount thereof. FP Escrow Costs shall include any amounts owing to an "FP Covered Person" under Exhibit H hereto or Article XVII of the Operating Agreement as amended and in effect at the Effective Time.

Escrow Period. The Escrow Consideration shall be retained by Subject to the provisions of this Section 6.6, the Escrow Agent Shares shall remain in the Escrow Fund, which shall remain in existence until the Escrow Termination DateDate (the "Escrow Period"). Subject to Upon the last sentence expiration of this Section 10.4, upon the Escrow Termination Date------------- Period, the Escrow Agent Fund shall deliver terminate with respect to Buyer such amount of the all remaining Escrow 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 period in accordance with Section 10.3 herein above, Shares and the Escrow Agent shall deliver all such Escrow Shares to Seller the remaining Escrow ConsiderationStockholders; provided, however, that the amount number of Escrow ConsiderationShares that, which in the -------- ------- reasonable judgment of BuyerWatchGuard, subject to the objection of the Seller Stockholder Representative and the subsequent arbitration of the claim in the manner provided in accordance with Section 4(e) of the Escrow Agreement, 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 Termination Date Agreement, before the expiration of the Escrow Period with respect to facts and circumstances existing on or prior to before the Escrow Termination Date, shall remain in the possession of Escrow Fund (and the Escrow Agent Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved, any the Escrow Agent shall deliver to the Stockholders all Escrow Shares and other property then remaining in the Escrow Consideration Fund that is not required to satisfy such claims claims. Deliveries of Escrow Shares to the Stockholders pursuant to this Section 6.6 shall be distributed to Seller. Notwithstanding the foregoing, any fees owed to made in accordance with each Stockholder's proportionate interest in the Escrow Agent and any taxes that may be payable (including taxes of the owner Fund, as determined in accordance with Section 3(a) 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 ConsiderationAgreement.

Escrow Period. (a) The Escrow Consideration shall be retained by terminate on the Escrow Agent until the Escrow Termination Date. Subject to the last sentence of this Section 10.4, upon the Escrow Termination Date, the Escrow Agent shall deliver to Buyer such amount one year anniversary of the Effective Time (the "Escrow 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 period in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow ConsiderationPeriod"); provided, however, that the amount of Escrow Consideration, which in the reasonable judgment of Buyer, subject to the objection a portion of the Seller and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, Shares which is necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Termination Date Period with respect to facts and circumstances existing on or prior to expiration of the Escrow Termination DatePeriod, less a number of Escrow Shares equal to the number of Subject Options that remain subject to cancellation pursuant to the remainder of this clause (a), shall remain in the possession of the Escrow Agent Fund until such claims have been resolved. 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. 724 Solutions shall release the remaining Subject Options upon the expiration of the Escrow Period; provided, however, that a portion of the Subject Options which is necessary to satisfy the Optionholders' pro rata portion of any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period shall remain subject to cancellation pursuant to the provisions of this Article VIII until such claims have been resolved. (b) Any amounts remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under this Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares), and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under this Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, any the Escrow Agent shall deliver to the Shareholders their pro-rata share of all remaining amounts in the Escrow Consideration Fund and not required to satisfy such claims and expenses. Each Shareholder shall be distributed receive that number of Escrow Shares equivalent to Seller. Notwithstanding such Shareholder's pro-rata percentage interest in the foregoing, any fees owed Escrow Fund as set forth in Schedule 1 attached to the Escrow Agent and any taxes that may be payable (including taxes of the owner of the Escrow Consideration) due Agreement. As soon as all such disputed claims have been resolved, 724 Solutions shall release 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 Considerationeach Optionholder its Subject Options not otherwise terminated in accordance herewith.