Common use of Expiration of Term - No Claim Pending Clause in Contracts

Expiration of Term - No Claim Pending. If at the expiration of the ------------------------------------- escrow term provided in Section 4.2 above, either (i) no Loss Notice has been received with respect to an Indemnifiable Loss; or (ii) any Loss Notice that has been received has been resolved in accordance with this Agreement; or (iii) no litigation or claim is pending for which an Indemnitee may be entitled to indemnification hereunder, the Escrow Agent shall deliver to the transfer agent for WebMD Series B Preferred Stock for issuance to each Shareholder, a certificate representing the number of shares of WebMD Series B Preferred Stock equal to the aggregate number of the Escrow Shares subject to the escrow which term is expiring and then remaining in escrow times the Percentage Interest for such Shareholder, and deliver to each Shareholder, any cash or other assets distributed as a dividend or other distribution with respect to the Escrow Shares and held by the Escrow Agent at the expiration of the escrow term times the Percentage Interest for such Shareholder. The Representative and WebMD shall provide written notice to the Escrow Agent which sets forth the number of Escrow Shares to be delivered as provided in the foregoing sentence. WebMD shall notify Escrow Agent of the name and address of the transfer agent and provide instructions regarding the legends, if any, that should be placed on the certificates for such shares. Any such delivery of WebMD Series B Preferred Stock shall be of full shares and any fractional portions shall be rounded to the nearest whole number by the Escrow Agent so that the number of shares remaining in escrow to be delivered will be fully allocated among such Shareholders.

Expiration of Term - No Claim Pending. If at the expiration of the ------------------------------------- escrow term provided in Section 4.2 14.6(a) above, either (i) no Loss Notice has been received with respect to an Indemnifiable Loss; or (ii) any Loss Notice that has been received has been finally resolved in accordance with this Agreement; or (iii) Agreement and no litigation or claim is pending for which an Indemnitee may be entitled to indemnification hereunder, the Escrow Agent shall (i) deliver to the transfer agent for WebMD Series B Preferred Purchaser Common Stock for issuance to each ShareholderStockholder, a certificate representing the number of such shares of WebMD Series B Preferred Stock equal to the aggregate number of the Escrow Shares subject to the escrow which term is expiring and then remaining in escrow times the Percentage Interest for such ShareholderStockholder, and (ii) deliver to each ShareholderStockholder, any cash or other assets distributed as a dividend or other distribution with respect to in the Escrow Shares and held by the Escrow Agent at the expiration of the escrow term Fund times the Percentage Interest for such ShareholderStockholder. The Representative and WebMD Purchaser shall provide written notice to the Escrow Agent which sets forth the number of Escrow Shares to be delivered as provided in the foregoing sentence. WebMD shall notify Escrow Agent of the name and address of the transfer agent and provide instructions regarding the legends, if any, that should be placed on the certificates for such shares. Any such delivery of WebMD Series B Preferred Purchaser Common Stock shall be of full shares and any fractional portions shall be rounded to the nearest a whole number by the Escrow Agent so that the number of shares remaining in escrow to be delivered will be fully allocated among such ShareholdersStockholders.

Expiration of Term - No Claim Pending. If at as of midnight, Pacific Time, ------------------------------------- on the expiration fifteen (15) month anniversary of the ------------------------------------- escrow term provided in Section 4.2 abovedate hereof, either (i) no Loss Notice has been received with respect to an Indemnifiable Loss; Loss or (ii) any Loss Notice that has been received has been resolved in accordance with this Agreement; or (iii) no litigation or claim is pending for which an Indemnitee may be entitled to indemnification hereunder, the Escrow Agent shall (i) deliver to the transfer agent for WebMD Series B Preferred Stock for issuance to each Shareholder, a certificate representing the number of shares of WebMD Series B Preferred Stock equal to the aggregate number of the Escrow Shares subject to the escrow which term is expiring and then remaining in escrow times multiplied by the Percentage Interest for such Shareholder, and (ii) deliver to each Shareholder, any cash or other assets distributed as a dividend or other distribution with respect to the Escrow Shares and held Cash multiplied by the Escrow Agent at the expiration of the escrow term times the Percentage Interest for such Shareholder. The Indemnitor Representative and WebMD shall provide written notice to the Escrow Agent which sets forth the number of Escrow Shares to be delivered as provided in the foregoing sentence. WebMD Such notice shall notify Escrow Agent specify the number of the name and address shares of the transfer agent and provide instructions regarding the legends, if any, that should be placed on the certificates for such shares. Any such delivery of WebMD Series B Preferred Stock to be delivered, which number of shares shall be of full shares and any fractional portions shall be rounded to the nearest a whole number by the Escrow Agent so that the number of shares remaining in escrow to be delivered will be fully allocated among such Shareholders.

Expiration of Term - No Claim Pending. If at the expiration of the ------------------------------------- escrow term provided in Section 4.2 12.6(a) above, either (i) no Loss Notice has been received with respect to an Indemnifiable Loss; or (ii) any Loss Notice that has been received has been resolved in accordance with this Agreement; or (iii) no litigation or claim is pending for which an Indemnitee may be entitled to indemnification hereunder, the Escrow Agent shall (i) deliver to the transfer agent for WebMD Series B Preferred Common Stock for issuance to each Shareholder, a certificate representing the number of shares of WebMD Series B Preferred Common Stock equal to the aggregate number of the Escrow Shares subject to the escrow which term is expiring and then remaining in escrow times the Percentage Interest for such Shareholder, and (ii) deliver to each Shareholder, any cash or other assets distributed as a dividend or other distribution with respect to the Escrow Shares and held by the Escrow Agent at the expiration of the escrow term Cash times the Percentage Interest for such Shareholder. The Representative and WebMD shall provide written notice to the Escrow Agent which sets forth the number of Escrow Shares to be delivered as provided in the foregoing sentence. WebMD shall notify Escrow Agent of the name and address of the transfer agent and provide instructions regarding the legends, if any, that should be placed on the certificates for such shares. Any such delivery of WebMD Series B Preferred Common Stock shall be of full shares and any fractional portions shall be rounded to the nearest a whole number by the Escrow Agent so that the number of shares remaining in escrow to be delivered will be fully allocated among such Shareholders.