Escrow Periods. The Escrow with respect to the Indemnification Shares shall be in existence immediately following the Effective Time, as defined in the Merger Agreement, and shall terminate at 5:00 p.m. (Pacific Time) on _______________ 200__ (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any portion of the Shares, which in the reasonable judgment of Parent is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's Certificate (as defined below) delivered to the Escrow Agent and Stockholders' Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved and the Escrow Agent has received notice thereof from Parent, the Escrow Agent shall deliver to the persons listed on Annex I to this Agreement (the "Company Stockholders") that number of Shares determined by multiplying the total number of Shares then held by Escrow Agent by the percentage relating to Shares set forth next to the name of each Company Stockholder on Annex I. Unless Parent has delivered an Officer's Certificate as provided above, if prior to the end of the Escrow Period Stockholders' Agent provides the Escrow Agent and Parent a written notice that Parent is in default under the certain Promissory Note dated ___, 2002, by Parent to _________ and within ten business days after receipt of such notice by Parent, Parent has not provided written notice to Escrow Agent and Stockholders' Agent asserting that it is not in default under such Promissory Note, Escrow Agent shall deliver to the Company Stockholders that number of Shares determined by multiplying the total number of shares then held by Escrow Agent by the percentage relating to Shares set forth next to the name of each Company Stockholder on Annex I.
Escrow Periods. Section 10.5
Escrow Periods. The Escrow Fund shall commence on the date hereof and terminate (a) as to items reasonably expected to be encountered in the audit process, on the earlier to occur of (i) the first anniversary of the date of the Closing and (ii) the date of issuance of the first independent audit report on Acquiror's financial statements after the Closing, which financial statements include the financial results of Company, or (b) as to all other items, on the first anniversary of the Closing (the "Escrow Period"), provided, however, that the number of Escrow Shares, which, in the reasonable judgment of Acquiror, subject to the objection of the Shareholders' Agent and the subsequent resolution of the matter in the manner provided in Section 8.8, are 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 Damages incurred or litigation pending prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been finally resolved, or, if earlier, until released in accordance with Section 8.1 above and 8.5(b) below.
Escrow Periods. 48 SECTION 10.5
Escrow Periods. The Escrow Fund shall terminate upon the earlier of (i) the first anniversary date of the Closing Date or (ii) the date on which Acquiror's independent accountants shall deliver their audit report for the first audit of Acquiror's financial statement to be completed following the Closing Date (the period from the Closing Date to such date referred to as the "Escrow Period"), PROVIDED, HOWEVER, that the number of Escrow Shares, which, in the reasonable judgment of Acquiror, subject to the objection of the Shareholders' Agents and the subsequent resolution of the matter in the manner provided in Section 10.8, are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agents prior to termination of the Escrow Period with respect to Damages incurred or litigation pending prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been finally resolved.
Escrow Periods. The Escrow Fund shall terminate upon -------------- the first anniversary date of the Closing Date (the period from the Closing Date to such date referred to as the "Escrow Period"), provided, however, that the ------------- number of Escrow Shares, which, in the reasonable judgment of Onvia, subject to the objection of the Stockholders' Agents and the subsequent resolution of the matter in the manner provided in Section 10.8, are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Depository Agent and the Stockholders' Agents prior to termination of the Escrow Period with respect to Damages incurred or litigation pending prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been finally resolved.
Escrow Periods. The Escrow Fund shall terminate upon the first anniversary date of the Closing Date (the period from the Closing Date to the first anniversary of the Closing Date referred to as the "Escrow Period"), provided, however, that the number of Escrow Shares, which, in the reasonable judgment of Acquiror, subject to the objection of the Stockholders' Agents and the subsequent resolution of the matter in the manner provided in Section 10.8, are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Stockholders' Agents prior to termination of the Escrow Period with respect to Damages incurred or litigation pending prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been finally resolved.
Escrow Periods. The escrow shall commence on the Closing Date and terminate twelve (12) months thereafter (the period from the Closing to such date referred to as the “Escrow Period”), provided, however, that if there are any unsatisfied claims for Damages specified in any Officer’s Certificate theretofore delivered to the Escrow Agent and the Stockholders’ Agent (as defined in Section 10.9) prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, then all Escrow Shares shall remain in the Escrow Fund until such claims have been finally resolved.
Escrow Periods. The Escrow Fund and the indemnification obligations set forth in Sections 10.1 and 10.2 shall terminate upon the first anniversary date of the Closing Date (the period from the Closing Date to the first anniversary of the Closing Date referred to as the “Escrow Period”), provided, however, that (a) the number of Escrow Shares, which, in the reasonable and good faith judgment of Pumatech, subject to the objection of the Shareholders’ Agent and the subsequent resolution of the matter in the manner provided in Section 10.9, are 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 Damages incurred or litigation pending prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been finally resolved, and (b) the Synchrologic Indemnified Parties shall continue to be entitled to indemnification by Pumatech and the Surviving Corporation in such amount as may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to Pumatech prior to termination of the Escrow Period with respect to Damages incurred or litigation pending prior to the expiration of the Escrow Period, and such amounts shall remain readily available for reimbursement to the Synchrologic Indemnified Parties and shall remain free of encumbrances until such claims have been finally resolved.
Escrow Periods. The Escrow Fund shall terminate upon the -------------- first anniversary date of the Closing Date (the period from the Closing Date to such date referred to as the "Escrow Period"), provided, however, that the ------------- number of Escrow Shares, which, in the reasonable judgment of Onvia, subject to the objection of the Shareholders' Agents and the subsequent resolution of the matter in the manner provided in Section 10.8, are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Depository Agent and the Shareholders' Agents prior to termination of the Escrow Period with respect to Damages incurred or litigation pending prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been finally resolved.
