Escrow Periods; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Indemnity Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 11:59 p.m. Pacific time on the Expiration Date (the “Escrow Period”). On the second (2nd) Business Day following the Expiration Date, Parent and the Stockholder Representative shall jointly instruct the Escrow Agent to release all amounts remaining in the Indemnity Escrow Fund net of any amount which, in the reasonable judgment of Parent, is or may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to the Stockholder Representative prior to 11:59 p.m. Pacific time on the Expiration Date. As soon as such claims have been resolved in accordance with Section 10.4(c), Parent and the Stockholder Representative shall jointly instruct the Escrow Agent to release any relevant withheld portion of the Indemnity Escrow Fund not required to satisfy such claims to the Stockholders as Released Escrow Amounts.
Escrow Periods; Distribution upon Termination of Escrow Periods. (i) The Indemnification Escrow Fund shall be in existence immediately following the Effective Time and shall terminate as to an amount in cash equal to the Indemnification Escrow Amount less the Tax Escrow Amount (such difference, the “Initial Escrow Amount”) at 11:59 p.m. (California time), on the last day of the six-month period following the Closing Date (the “Initial Escrow Period”); provided, however, that the Initial Escrow Period shall not terminate with respect to Losses specified by Buyer or as may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the last day of the Initial Escrow Period with respect to facts and circumstances existing prior to the last day of the Initial Escrow Period (such amount, the “Initial Escrow Holdback Amount”). As soon as all such claims have been resolved in accordance with Section 7.3, the Escrow Agent shall deliver the remaining portion of the Initial Escrow Amount not required to satisfy such claims to the Senior Preferred Stockholders in accordance with the terms of this Agreement. Deliveries of amounts out of the Indemnification Escrow Fund to the Senior Preferred Stockholders pursuant to this Section 7.4(b)(i) shall be made to the Senior Preferred Stockholders based on each Senior Preferred Stockholder’s Pro Rata Portion.
Escrow Periods; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Funds shall be in existence immediately following the Closing and shall terminate as set forth in Sections 1.2(a) (collectively, the "ESCROW PERIODS"); provided, however, that the Escrow Periods shall not terminate with respect to any amount which, in the reasonable judgment of Purchaser, is necessary to satisfy any then pending and unsatisfied claims specified in any Claim Notice delivered to the Seller or Xxxxxxxxx, as applicable pursuant to Section 9.3(d) below prior to the termination of the respective 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, the Purchaser shall deliver to the Seller or Xxxxxxxxx, as applicable, the remaining portion of such Escrow Fund, if any, not required to satisfy such claims.
Escrow Periods; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Indemnity Escrow Fund shall be in existence immediately following the Closing and shall terminate at 12:01 a.m. Eastern Time on the date that is sixteen (16) calendar months after the Closing Date (the “Indemnity Escrow Expiration Date” and “Indemnity Escrow Period” respectively); provided, however, that on the Indemnity Escrow Expiration Date such portion of the Indemnity Escrow Fund as may be necessary to satisfy any unsatisfied claims specified in good faith in any Officer’s Certificate duly delivered to the Escrow Agent and the Securityholder Representative in accordance with the provisions of this Agreement prior to 12:01 a.m. Eastern Time on the Indemnity Escrow Expiration Date (each, an “Unsatisfied Claim”), and the Indemnity Escrow Fund shall not terminate with respect to such retained amount until the final resolution of such Unsatisfied Claim pursuant to the terms of this Agreement.
Escrow Periods; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate as to all Stockholders at 5:00 p.m., local time, on the Initial Survival Date (the "Escrow ------ Period"); provided, however, that the Escrow Period shall not terminate with ------ respect to any amount which, in the reasonable judgment of Parent, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of the Initial Survival Date. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy such claims. Deliveries of the Escrow Amount out of the Escrow Fund to the Stockholders pursuant to this Section 7.3(d) shall be made in proportion to -------------- their respective Pro Rata Portions of the Escrow Fund.
Escrow Periods; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the General Escrow Fund shall remain in existence until March 31, 1999 (the "GENERAL ESCROW PERIOD") and the Special Escrow Fund shall remain in existence until the lapsing of the applicable statute of limitations in respect of relevant Taxes attributable to the Special Tax Matters (the "SPECIAL ESCROW PERIOD"), in each case, subject to extension as set forth below. At the expiration of the General Escrow Period, the General Escrow Fund shall be released from escrow to the Sellers, in an amount equal to the entire initial General Escrow Fund less an amount equal to the sum of (i) all amounts theretofore paid out of
Escrow Periods; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date and shall terminate: (i) at 5:00 p.m., California time, on the first business day occurring on or after the thirtieth (30th) day after the first anniversary of the Closing Date (the “First Termination Date”), with respect to an amount of the Escrow Fund equal to $5 million less any amounts claimed as Losses pursuant to any Officer Certificate(s) delivered to the Escrow Agent prior to the First Termination Date (other than Losses claimed by a Parent Indemnified Party pursuant to clause (D) of the first sentence of Section 8.2(a)(ii) if all such Losses claimed on or prior to the First Termination Date pursuant to such clause are for a specified amount and the aggregate of such specified amounts is less than $4,000,000); (ii) at 5:00 p.m., California time, on the first business day occurring on or after the thirtieth (30th) day after the third anniversary of the Closing Date (the “Second Termination Date”), with respect to an amount of the Escrow Fund equal to $5 million less any amounts claimed as Losses pursuant to any Officer Certificate(s) delivered to the Escrow Agent prior to the Second Termination Date (other than Losses claimed by a Parent Indemnified Party pursuant to clause (D) of the first sentence of Section 8.2(a)(ii) if all such Losses claimed on or prior to the Second Termination Date pursuant to such clause are for a specified amount and the aggregate of such specified amounts is less than $4,000,000) and (iii) at 5:00 p.m., California time, on the first business day occurring on or after the thirtieth (30th) day after December 31, 2007 (the “Third Termination Date”) with respect to the remainder of the Escrow Fund. Notwithstanding the foregoing, the Escrow Fund shall not terminate at any time with respect to any amount (or any portion thereof) that is necessary in the reasonable judgment of Parent to satisfy any unsatisfied claims concerning facts and circumstances specified in any Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Escrow Fund in full. Following the Third Termination Date, upon the final resolution of any such pending claims, the Escrow Agent shall deliver to the Signing Company Stockholders the remaining portion of the Escrow Fund to the extent not required to satisfy any remaining pending claims. Deliveries of the amounts out of the Escrow Fund to the Company Stockholders pursu...
Escrow Periods; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Amount shall be deposited by Parent with the Escrow Agent on the Closing Date. Any amounts remaining in the Escrow Account on the date that is eighteen (18) months from the Closing Date (less any amount necessary to satisfy any unresolved claims specified in any Claim Certificate that is delivered to the Seller prior to the Escrow Release Date with respect to facts and circumstances existing on or prior to the Escrow Release Date), shall be released to Seller by the Escrow Agent on the fifth (5th) Business Day following the date that is eighteen (18) months from the Closing Date (the “Escrow Release Date”). On the Escrow Release Date, the Escrow Agent shall deliver to the Seller an amount in cash equal to the portion of the remaining Escrow Amount not required to satisfy any then pending claims against the Escrow Account, by wire transfer of immediately available funds, for the benefit of the Indemnifying
