Escrow Periods. ..43 Section 10.5
Escrow Periods. The Escrow Fund shall commence on the date hereof and -------------- terminate 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 Stockholders' 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 Stockholders' 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 below.
Escrow Periods. 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 the Escrow Amount and the amounts remaining in the Escrow Fund shall be paid to IPCore within five (5) business days; provided, however, that any portion of the Escrow Amount that, in the reasonable judgment of Purchaser, 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 expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the Escrow Termination Date relating to Losses that are indemnifiable pursuant to Section 11.3 above shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved pursuant to such arbitration. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Seller within five (5) business days the portion of the Escrow Amount remaining in the Escrow Fund and not required to satisfy such claims.
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 this Article 8.
Escrow Periods. 46 SECTION 10.5
Escrow Periods. The Escrow Fund shall terminate upon the earlier of (i) the first anniversary date of the Closing Date and (ii) the date on which Acquiror's auditors deliver their opinion as to Acquiror's financial statements for the fiscal year ending after the Effective Time (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 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. (a) The period during which any indemnification claims with respect to Regular Damages are permitted to be made under this Article X and the Escrow Agreement (such period referred to as the "Regular Escrow Period") shall terminate upon the first anniversary date of the Closing Date.
Escrow Periods. (a) Except as otherwise provided herein, the Escrow Fund shall terminate on the date that is thirty (30) days following delivery of audited consolidated financial statements of NSI, including Sunbelt, for the year ended December 31, 2007. The period commencing with the Closing Date and terminating on such date shall be called the “Escrow Period.” In the event that no Officer’s Certificates (as defined below) have been delivered by NSI on the date which is thirty (30) days following delivery of audited consolidated financial statements of NSI, including Sunbelt, for the year ended December 31, 2006, then on such date (the “First Release Date”), one-half of the monies comprising the Escrow Fund will be distributed to the applicable Sunbelt Shareholders.
Escrow Periods. (a) A portion of the Escrow Amount equal to $15,000,000 (the "Initial Escrow Amount"), plus any interest or earnings on the Initial Escrow --------------------- Amount, less any payments made from the Escrow Fund, shall remain in the Escrow Fund for a period of eighteen (18) months following the Closing Date (the "Initial Escrow Period"); provided, however, that a portion of the Initial --------------------- Escrow Amount and/or any interest or earnings thereon that is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Initial Escrow Period with respect to facts and circumstances existing prior to expiration of the Initial Escrow Period shall remain in the Escrow Fund until such claims have been resolved.
Escrow Periods. The Escrow Fund shall commence on the Closing and terminate with respect to 50% of the Escrow Shares (the "Releasable Shares") on the six month anniversary of the Closing (the period from the Closing to such six-month anniversary is referred to herein as the "First Escrow Period"), provided, however, that the number of Releasable Shares, which, in the reasonable judgment of Acquiror and valued as set forth in Section 9.6 below and not taking into account the remaining Escrow Shares, subject to the objection of the Stockholders Agent and the subsequent resolution of the matter in the manner provided in Section 9.8, are necessary to satisfy any unsatisfied claims specified in any Officer s Certificate theretofore delivered to the Escrow Agent and the Stockholders Agent prior to the termination of the First Escrow Period shall remain in the Escrow Fund until such claims have been finally resolved, or, if earlier, until released in accordance with Section 9.1 above and 9.5(b) below or in connection with the Second Escrow Period. The Escrow Fund shall terminate with respect to the remaining number of Escrow Shares on the twelve month anniversary of the Closing (the period from the end of the First Escrow Period through such twelve month anniversary is referred to herein as the "Second Escrow Period," together with the First Escrow Period, the "Escrow Period"), provided, however, that the number of Escrow Shares, which, in the reasonable judgment of Acquiror and valued as set forth in Section 9.6 below, subject to the objection of the Stockholders Agent and the subsequent resolution of the matter in the manner provided in Section 9.8, are necessary to satisfy any unsatisfied claims specified in any Officer s Certificate theretofore delivered to the Escrow Agent and the Stockholders Agent prior to the termination of the Second Escrow Period (including any unsatisfied claims specified in any Officer s Certificate delivered prior to the termination of the First Escrow Period that have not been finally resolved) with respect to Damages incurred or litigation pending prior to the expiration of the Second Escrow Period, shall remain in the Escrow Fund until such claims have been finally resolved, or if earlier, until released in accordance with Section 9.1 above and 9.5 below.
