Common use of Escrow Periods; Distribution upon Termination of Escrow Periods Clause in Contracts

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. (ii) The Indemnification Escrow Fund shall be in existence immediately following the Effective Time and shall terminate as to the Tax Escrow Amount at 11:59 p.m. (California time), on the last day of the 12-month period following the Closing Date (the “Tax Escrow Period”); provided, however, that the Tax Escrow Period shall not terminate with respect to Losses specified by Buyer with respect to Section 7.2(iii) or may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate with respect to Section 7.2(iii) delivered to the Escrow Agent and the Stockholder Representative prior to the last day of the Tax Escrow Period with respect to facts and circumstances existing prior to the last day of the Tax Escrow Period. 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 Indemnification Escrow Fund not required to satisfy such claims to the Senior Preferred Stockholders in accordance with their respective Pro Rata Portions. Deliveries of amounts out of the Indemnification Escrow Fund to the Senior Preferred Stockholders pursuant to this Section 7.4(b)(ii) shall be made to the Senior Preferred Stockholders based on each Senior Preferred Stockholder’s Pro Rata Portion. (iii) The Escrow Agent shall deliver the remaining portion of the Stockholder Representative Escrow Fund after the later of the day following (A) the last day of the Tax Escrow Period, and (B) the date on which all outstanding claims have been resolved in accordance with Section 7.3. Deliveries of amounts out of the Stockholder Representative Escrow Fund by the Escrow Agent to the Senior Preferred Stockholders pursuant to this Section 7.4(b)(iii) 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. (i) The Indemnification Subject to the following requirements, the Indemnity Escrow Fund shall be in existence immediately following the Effective Time Closing 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), 12:01 a.m. Eastern Time on the last day of the six-month period following date that is sixteen (16) calendar months after the Closing Date (the “Initial Indemnity Escrow Expiration Date” and “Indemnity Escrow Period”” respectively); provided, however, that on the Initial Indemnity Escrow Period shall not terminate with respect to Losses specified by Buyer or 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 Stockholder Securityholder Representative in accordance with the provisions of this Agreement prior to 12:01 a.m. Eastern Time on the last day of Indemnity Escrow Expiration Date (each, an “Unsatisfied Claim”), and the Initial Indemnity Escrow Period Fund shall not terminate with respect to facts and circumstances existing prior such retained amount until the final resolution of such Unsatisfied Claim pursuant 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. (ii) The Indemnification Adjustment Escrow Fund shall be in existence immediately following the Effective Time Closing and shall terminate as to upon the Tax Escrow Amount at 11:59 p.m. later of (California time), on A) the last day final determination and distribution of the 12Net Post-month period following Closing Adjustment pursuant to Section 3.1 or (B) the Closing Date final determination and distribution of the amount of Uncollected A/R pursuant to Section 3.1(k) (the “Tax Adjustment Escrow PeriodExpiration Date”); provided, however, that . (iii) Within seven (7) Business Days following the Tax Indemnity Escrow Period shall not terminate with respect to Losses specified by Buyer with respect to Section 7.2(iii) or may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate with respect to Section 7.2(iii) delivered to the Escrow Agent Expiration Date and the Stockholder Representative prior to the last day of the Tax Escrow Period with respect to facts and circumstances existing prior to the last day of the Tax Escrow Period. As soon as all such claims have been resolved in accordance with Section 7.3periodically thereafter, the Escrow Agent shall deliver distribute to the remaining Paying Agent, for further distribution to the Securityholders pursuant to Section 9.3(b)(iv), an amount equal to (A) the balance of the Indemnity Escrow Fund, minus (B) the aggregate amounts necessary to satisfy any then Unsatisfied Claims pursuant to Section 9.3(b)(i). Within seven (7) Business Days following the Adjustment Escrow Expiration Date, the Escrow Agent shall distribute to the Paying Agent, for further distribution to the Securityholders pursuant to Section 9.3(b)(iv), an amount equal to the balance of the Adjustment Escrow Fund. Any distribution of all or a portion of the Indemnification cash in the Indemnity Escrow Fund not required or Adjustment Escrow Fund, if to satisfy such claims Buyer, shall be made by wire transfer of immediately available funds equal to the Senior Preferred Stockholders in accordance with their respective Pro Rata Portions. Deliveries amount of amounts out of the Indemnification Escrow Fund cash being distributed, and if to the Senior Preferred Stockholders pursuant to this Section 7.4(b)(ii) Securityholders, shall be made to the Senior Preferred Stockholders based on Paying Agent for further distribution to each Senior Preferred Stockholder’s Pro Rata Portionof the Securityholders by delivery of payment by check or wire transfer of immediately available funds to each such Securityholder equal to the amount of cash being distributed, pursuant to Section 9.3(b)(iv). (iiiiv) The Escrow Paying Agent shall deliver will be responsible for the remaining portion allocation and delivery of the Stockholder Representative Escrow Fund after the later of the day following (A) the last day of the Tax Escrow Period, and (B) the date on which all outstanding claims have been resolved in accordance with Section 7.3. Deliveries of cash amounts out of the Stockholder Representative Indemnity Escrow Fund by the or Adjustment Escrow Agent Fund to the Senior Preferred Stockholders Securityholders pursuant to this Section 7.4(b)(iii) shall be made 9.3(b), if any, in proportion to the Senior Preferred Stockholders based on each Senior Preferred Stockholder’s Securityholders’ respective Pro Rata PortionPortion of the Indemnity Escrow Amount and Adjustment Escrow Amount, as set forth on the Consideration Spreadsheet (or the Updated Consideration Spreadsheet, if delivered pursuant to Section 3.2(c)), with the amount of cash delivered to each Securityholder rounded down to the nearest cent.

Escrow Periods; Distribution upon Termination of Escrow Periods. (i) The Indemnification Subject to the following requirements, the Indemnity 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), Pacific time on the last day of the six-month period following the Closing Expiration Date (the “Initial Escrow Period”); provided. On the second (2nd) Business Day following the Expiration Date, howeverParent 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, that in the Initial Escrow Period shall not terminate with respect to Losses specified by Buyer reasonable judgment of Parent, is 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 11:59 p.m. Pacific time on 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”)Expiration Date. As soon as all such claims have been resolved in accordance with Section 7.310.4(c), Parent and the Stockholder Representative shall jointly instruct the Escrow Agent shall deliver the remaining to release any relevant withheld portion of the Initial Indemnity Escrow Amount Fund 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 as Released 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 PortionAmounts. (ii) The Indemnification Subject to the following requirements, the Tax Indemnity Escrow Fund shall be in existence immediately following the Effective Time and shall terminate as pursuant to the Tax Escrow Amount at 11:59 p.m. terms of Section 8.8(k). On the second (California time), on the last day of the 12-month period 2nd) Business Day following the Closing Date (the “Tax Indemnity Escrow Period”); providedExpiration Date, however, that the Tax Escrow Period shall not terminate with respect to Losses specified by Buyer with respect to Section 7.2(iii) or may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate with respect to Section 7.2(iii) delivered to the Escrow Agent Parent and the Stockholder Representative prior to the last day of the Tax Escrow Period with respect to facts and circumstances existing prior to the last day of the Tax Escrow Period. As soon as all such claims have been resolved in accordance with Section 7.3, shall jointly instruct the Escrow Agent shall deliver to release all amounts remaining in the remaining portion of the Indemnification Tax Indemnity Escrow Fund not required to satisfy such claims to the Senior Preferred Stockholders in accordance with their respective Pro Rata Portions. Fund. (iii) Deliveries of amounts out of the Indemnification Escrow Fund to the Senior Preferred Stockholders pursuant to this Section 7.4(b)(ii10.3(b) shall become as Released Escrow Amount. The Stockholder Representative’s obligations under Section 1.8 to provide information to Parent regarding the Stockholders, and the amounts due to them in connection with any payments made by, or on behalf of, 61 Parent under this Agreement, shall apply to any distribution of amounts in the Escrow Fund to the Stockholders. Any distribution of all or a portion of the Escrow Fund to Stockholders shall be made by remitting such payment to Parent, and Parent shall be entitled to withhold any required withholding Taxes, which Parent shall cause to be paid to the applicable taxing authorities and which shall be treated for all other purposes under this Agreement as distributed to the Stockholders as Released Escrow Amounts. (iv) Any amounts returned to the Company following the Closing related to the release of the letter of credit held in escrow in relation to that certain Lease Agreement dated June 26, 2019 between the Company and 600 Xxxxxxxx (the “Letter of Credit”) shall be made promptly paid by Parent into the Indemnity Escrow Fund for subsequent use in satisfaction of Losses or payment to the Senior Preferred Stockholders based on each Senior Preferred Stockholder’s Pro Rata Portionas Released Escrow Amounts. (iii) The Escrow Agent shall deliver the remaining portion of the Stockholder Representative Escrow Fund after the later of the day following (A) the last day of the Tax Escrow Period, and (B) the date on which all outstanding claims have been resolved in accordance with Section 7.3. Deliveries of amounts out of the Stockholder Representative Escrow Fund by the Escrow Agent to the Senior Preferred Stockholders pursuant to this Section 7.4(b)(iii) 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. (i) The Indemnification Subject to the following requirements, the General Escrow Fund shall be in existence immediately following the Effective Time and shall automatically 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), ET) on the last day of the six-month period following the Closing Survival Date (the “Initial General Escrow Period”)) and the Escrow Agent shall promptly distribute any amounts remaining in the General Escrow Fund to the Escrow Participants in accordance with their respective Pro Rata Portions; provided, however, that the Initial General Escrow Period shall not terminate (and the Escrow Agent shall not make a distribution) with respect to Losses specified by Buyer any amount which, in the reasonable judgment of Parent, is 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 11:59 p.m. (ET) on the last day Survival Date. As soon as such claims have been resolved in accordance with Section 6.4(d), the Escrow Agent shall deliver the remaining portion of the Initial General Escrow Fund not required to satisfy such claims to the Escrow Participants. Subject to the following requirements, the Tax Escrow Fund shall be in existence immediately following the Effective Time and shall automatically terminate at 11:59 p.m. (ET) on the twentieth (20th) Business Day following the date on which all matters related to the Current IRS Audit have been fully and finally resolved (the “Tax Escrow Period,” and together with the General Escrow Period, the “Escrow Period”), and the Escrow Agent shall promptly distribute any amounts remaining in the Tax Escrow Fund to the Escrow Participants in accordance with their respective Pro Rata Portions; provided, however, that the Tax Escrow Period shall not terminate (and the Escrow Agent shall not make a distribution) with respect to facts 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 Escrow Agent and circumstances existing the Stockholder Representative prior to 11:59 p.m. (ET) on the last day Business Day of the Initial Tax Escrow Period (such amount, the “Initial Tax Escrow Holdback AmountSurvival Date”). As soon as all such claims have been resolved in accordance with Section 7.36.4(d), 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. (ii) The Indemnification Escrow Fund shall be in existence immediately following the Effective Time and shall terminate as to the Tax Escrow Amount at 11:59 p.m. (California time), on the last day of the 12-month period following the Closing Date (the “Tax Escrow Period”); provided, however, that the Tax Escrow Period shall not terminate with respect to Losses specified by Buyer with respect to Section 7.2(iii) or may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate with respect to Section 7.2(iii) delivered to the Escrow Agent and the Stockholder Representative prior to the last day of the Tax Escrow Period with respect to facts and circumstances existing prior to the last day of the Tax Escrow Period. 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 Indemnification Escrow Fund not required to satisfy such claims to the Senior Preferred Stockholders in accordance with their respective Pro Rata PortionsEscrow Participants. Deliveries of amounts out of the Indemnification Escrow Fund to the Senior Preferred Stockholders Escrow Participants pursuant to this Section 7.4(b)(ii6.3(c) shall be made in proportion to their respective Pro Rata Portions of the remaining Escrow Fund, with the amount of cash delivered to each Escrow Participant rounded down to the Senior Preferred Stockholders nearest cent. Any distribution of all or a portion of the cash in the Escrow Fund to the Escrow Participants shall be made by delivery of payment by check to each such Escrow Participant equal to the amount of cash being distributed, allocated among the Escrow Participants based on each Senior Preferred Stockholder’s their Pro Rata Portion. Portion of the Escrow Amount, and mailed by first class mail to such Escrow Participants’ address as set forth on the schedule delivered to the Escrow Agent at Closing (iii) or to such other address as any such Escrow Participant may have previously instructed the Escrow Agent in writing). Any distribution of all or a portion of the cash in the Escrow Fund to Escrow Participants who are Optionholders on the schedule delivered to the Escrow Agent at Closing shall be made by remitting such payment to Parent, and Parent shall pay such amounts to the respective Optionholders less any required federal and state withholding taxes, which Parent shall cause to be paid to the applicable taxing authorities and which shall be treated for all other purposes under this Agreement as distributed to the Optionholders. The Escrow Agent shall deliver have no liability for the remaining portion of actions or omissions of, or any delay on the Stockholder Representative Escrow Fund after part of, the later of Parent in connection with the day following (A) the last day of the Tax Escrow Period, and (B) the date on which all outstanding claims have been resolved in accordance with Section 7.3. Deliveries of amounts out of the Stockholder Representative Escrow Fund by the Escrow Agent to the Senior Preferred Stockholders pursuant to this Section 7.4(b)(iii) shall be made to the Senior Preferred Stockholders based on each Senior Preferred Stockholder’s Pro Rata Portionforegoing.