Common use of Objections to Claims Clause in Contracts

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, Parent shall deliver a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery not deliver to Parent of any Escrow Amounts pursuant to Section 7.2(d8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d8.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d7.3(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d7.3(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, Parent shall deliver a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agents and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery not deliver to Parent of any Escrow Amounts pursuant to Section 7.2(d8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d8.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agents shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Shareholder Representative Sunbelt Shareholders and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof 8.4 unless the Escrow Agent shall have received written authorization from the Shareholder Representative Sunbelt Shareholders to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from Amounts in the Escrow Fund in accordance with Section 7.2(d) hereof8.4 provided, provided however, that no such payment or delivery may be made if the Shareholder Representative Sunbelt Shareholders shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and to NSI prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Stockholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent FRT of any Escrow Amounts Shares pursuant to Section 7.2(d10.4(e) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of FRT Stock from the appropriate Escrow Fund in accordance with Section 7.2(d10.4(e) hereof, provided that no such payment or delivery may be made if the Shareholder Stockholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.. 73 80

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Stockholder Agent and for a period of thirty (30) 30 days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d7.2(e) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Stockholder Agent to make such delivery. After the expiration of such thirty (30) 30 day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d7.2(e) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Stockholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) 30 day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Stockholder Representative (with receipt by the Stockholder Representative confirmed by the Escrow Agent) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery transfer to Parent SumTotal of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Stockholder Representative to make such deliverytransfer. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of transfer the Escrow Amount funds from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery transfer may be made if the Shareholder Stockholder Representative shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day -day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Stockholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery transfer to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Stockholder Agent to make such deliverytransfer. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery transfer shares of the Escrow Amount Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery transfer may be made if the Shareholder Representative Stockholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Agent (as defined in Section 10.2(g)), and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent FV of any Escrow Amounts pursuant to Section 7.2(d) hereof Amount specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the Shareholder Representative Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund in accordance with such Officer's Certificate and Section 7.2(d10.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Stockholder Representatives, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof; provided, provided however, that no such payment or delivery may be made if the Shareholder Stockholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Representative Stockholders' Agent (defined in Section 7.8 below) and for a period of thirty forty-five (3045) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Buyer Common Stock or other property pursuant to Section 7.2(d) 7.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Stockholders' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day days period, the Escrow Agent shall make delivery of the Escrow Amount from Buyer Common Stock or other property in the Escrow Fund in accordance with Section 7.2(d) 7.5 hereof, provided that no such payment or delivery may be made if the Shareholder Representative Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificatecertificate, and such statement shall have been delivered to the Escrow Agent and to the Buyer prior to the expiration of such thirty forty-five (3045) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d7.2(e) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of the Escrow Amount cash from the Escrow Fund in accordance with Section 7.2(d7.2(e) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day 30)-day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow AgentAgent or written notice pursuant to paragraph (d) above stating that Parent had incurred Losses, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Member Representative, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d9.02(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Member Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount funds from the Escrow Fund in accordance with Section 7.2(d9.02(d) hereof; provided, provided however, that no such payment or delivery may be made if the Shareholder Member Representative shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period, with a copy of such objection to be promptly delivered to Parent.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d8.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Seller's Representative by Buyer, and for a period of thirty (30) 30 days after such deliveryreceipt of the Officer's Certificate, the Escrow Agent shall make no delivery to Parent of any Buyer from the Escrow Amounts Fund pursuant to Section 7.2(d4(b) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Seller's Representative to make such delivery. After the expiration of such thirty (30) -day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d4(b) hereof, provided that no such payment or delivery may be made if the Shareholder Seller's Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and Buyer prior to the expiration of such thirty (30) -day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Representative Agent (defined in Section 11.7 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Shares pursuant to Section 7.2(d) 11.4 hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund Shares in accordance with Section 7.2(d) hereof11.4, provided that no such payment or delivery may be made if the Shareholder Representative Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Escrow Depositor Agent, and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent the Purchaser of any Escrow Amounts pursuant to Section 7.2(d) hereof Shares specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization authorisation from the Shareholder Representative Escrow Depositor Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund in accordance with Section 7.2(d) hereofsuch Officer's Certificate and this sub paragraph, provided that no such payment or delivery may be made if the Shareholder Representative Escrow Depositor Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent Incyte of any Escrow Amounts Shares pursuant to Section 7.2(d9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Incyte Common from the Escrow Fund in accordance with Section 7.2(d9.2(e) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate Claim to the Escrow Agent, a duplicate copy of such certificate Claim shall be delivered to the Shareholder Representative Seller and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent Purchaser of any Escrow Amounts Shares pursuant to Section 7.2(d8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Seller to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery to Purchaser of the number of Escrow Amount Shares from the Escrow Fund determined in accordance with Section 7.2(d8.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Seller or Rakepoll Finance shall object in a written statement to the claim made in the Officer's CertificateClaim, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Company Agent (as defined in Section 7.2(j)) and for a period of thirty ten (3010) days after such delivery, the Escrow Agent shall make no delivery to Parent of any amounts out of the Escrow Amounts Funds, pursuant to Section 7.2(d7.2(g) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Company Agent to make such delivery. After the expiration of such thirty ten (3010) day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the appropriate Escrow Fund in accordance with Section 7.2(d7.2(g) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Company Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty ten (3010) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, Parent shall deliver a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery not deliver to Parent of any Escrow Amounts pursuant to Section 7.2(d8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock and Parent Preferred Stock from the Escrow Fund in accordance with Section 7.2(d8.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Seller and for a period of thirty (30) 30 days after such deliveryreceipt of the Officer's Certificate, the Escrow Agent shall make no delivery to Parent of any Purchaser Indemnitee from the Escrow Amounts Fund pursuant to Section 7.2(d11.6(a) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Seller to make such delivery. After the expiration of such thirty (30) 30 day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d11.6(a) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Seller shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and Purchaser prior to the expiration of such thirty (30) 30 day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Agent (as defined in Section 10.2(g)), and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent ISSI of any Escrow Amounts pursuant to Section 7.2(d) hereof Amount specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the Shareholder Representative Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund in accordance with such Officer's Certificate and Section 7.2(d10.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent Prospect of any funds from the Escrow Amounts Fund pursuant to Section 7.2(d) 9.4 hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery payment of the Escrow Amount cash from the Escrow Fund in accordance with Section 7.2(d) 9.4 hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's ’s Certificate, and such written statement of objection shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Representative Shareholders' Agent (defined in Section 9.9 below) and for a period of thirty forty-five (3045) days after such deliverydelivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery to of Parent of any Escrow Amounts Common Stock or other property pursuant to Section 7.2(d) 9.6 hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Shareholders' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of the Escrow Amount from Parent Common Stock and cash in the Escrow Fund in accordance with Section 7.2(d) 9.6 hereof, provided that no such payment or delivery may be made if the Shareholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty forty-five (3045) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery payment of the Escrow Amount cash from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such written statement of objection shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any -------------------- Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Agent (as defined in Section 10.2(g)), and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent Aspec of any Escrow Amounts pursuant to Section 7.2(d) hereof Amount specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the Shareholder Representative Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund in accordance with such Officer's Certificate and Section 7.2(d10.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Sellers, and for a period of thirty fifteen (3015) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent Purchaser of any Escrow Amounts pursuant to Section 7.2(d) hereof unless amount from the Escrow Agent shall have received written authorization from the Shareholder Representative to make Fund specified in such deliveryOfficer’s Certificate. After the expiration of such thirty Table of Contents fifteen (30) day 15)-day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund Fund, in accordance with such Officer’s Certificate and Section 7.2(d7.7(c) hereof, provided that provided, that, no such payment or delivery may be made if the Shareholder Representative Sellers shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty fifteen (3015)-day period. The fifteen (15)-day period provided by this Section 7.7(f) day periodmay be waived in writing by the Sellers.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Sellers' Representative, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent Purchaser of any Escrow Amounts pursuant to Section 7.2(d8.3(d) hereof unless and until the Escrow Agent shall have received written authorization from the Shareholder Sellers' Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d8.3(d) hereof; provided, provided however, that no such payment or delivery may be made if the Shareholder Sellers' Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered by the Escrow Agent to the Shareholder Representative Shareholders' Agent, and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent SCM of any Escrow Amounts pursuant to Section 7.2(d) hereof Amount specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the Shareholder Representative Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund Fund, computed in accordance with Section 7.2(d8.2(m), in accordance with such Officer's Certificate and Section 8.2(d) hereof, provided that provided, that, no such payment or delivery may be made if the Shareholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Parent Officer's -------------------- Certificate ’s Statement to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Stockholder Representative, and for a period of thirty forty (3040) calendar days after such delivery, the Escrow Agent shall make no delivery to Parent of any amounts in any Escrow Amounts Fund pursuant to this Section 7.2(d8.3(e)(i) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Stockholder Representative to make such delivery. After the expiration of such thirty (30) 40-day period, the Escrow Agent shall make delivery of the Escrow Amount a cash amount from the applicable Escrow Fund in accordance with this Section 7.2(d) hereof8.3(e)(i); provided, provided however, that no such payment or delivery may be made if the Shareholder Stockholder Representative shall object in a written statement to the claim 51 made in the Parent Officer's Certificate’s Statement, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) 40-day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall will be delivered to the Shareholder Representative Seller and for a period of thirty (30) days after such delivery, the Escrow Agent shall will make no delivery to Buyer or Parent of any Escrow Amounts Funds pursuant to Section 7.2(d7.3(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Seller to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall will make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d7.3(d) hereof, provided that provided, that, no such payment or delivery may be made if the Shareholder Representative Seller shall -------- ---- object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Members Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Member Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Member Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Representative Shareholders' Agent (defined in Section 8.9 below) and for a period of thirty forty-five (3045) days after such deliverydelivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery to of Parent of any Escrow Amounts Common Stock or other property pursuant to Section 7.2(d) 8.6 hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Shareholders' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of the Escrow Amount from Parent Common Stock in the Escrow Fund in accordance with Section 7.2(d) 8.6 hereof, provided that no such payment or delivery may be made if the Shareholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty forty-five (3045) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d7.2(f) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of the Escrow Amount cash, Parent Common Stock and assumed Company Options from the Escrow Fund in accordance with Section 7.2(d7.2(f) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate’s Certificate stating in reasonable detail the grounds for such objection, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day 30)-day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate simultaneously shall be delivered to the Shareholder Representative Shareholders' Agent and for a period of thirty fifteen (3015) days after such deliverydelivery to the Agent, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Cash pursuant to Section 7.2(d) 7.7 hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Shareholders' Agent to make such delivery. After the expiration of such thirty fifteen (3015) day period, the Escrow Agent shall make delivery of the Escrow Amount from any payments out of the Escrow Fund in accordance with required pursuant to Section 7.2(d) hereof7.7, provided that no such payment payment, delivery or delivery reduction may be made if the Shareholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty fifteen (3015) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate certificate described in Section 7.5(b) to the Escrow Agent, a duplicate copy of such certificate shall be delivered by Buyer to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery distribution to Parent Buyer of any funds contained in the applicable Escrow Amounts Account against which the Buyer Indemnification Claim was made pursuant to Section 7.2(d7.5(b) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such deliverydistribution. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount be directed to distribute funds from the applicable Escrow Fund Account in accordance with Section 7.2(d) hereof7.5(b), provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim Buyer Indemnification Claim made in the Officer's Certificatesuch certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day 30)-day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof; provided, provided however, that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall contain specific bases upon which such objection is being made and shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate (or supplement thereto) to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) 30 days after such delivery, the Escrow Agent shall make no delivery to Parent of any amounts from the Escrow Amounts Fund pursuant to Section 7.2(d10.02(e) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) 30 day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund in accordance with Section 7.2(d10.02(e) hereof, provided that no such payment or delivery may be made on such claim if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d5.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d5.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative (as defined in subsection (g) below) and for a period of thirty (30) 45 days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) 45-day period, the Escrow Agent shall make delivery of the Escrow Amount appropriate amount from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) 45-day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Shareholder Representative Shareholders’ Agent and for a period of thirty forty-five (3045) days after such deliverydelivery to the Escrow Agent of such Officer’s Certificate, the Escrow Agent shall make no delivery to Parent of any from the Escrow Amounts Fund pursuant to Section 7.2(d) hereof 8.4 unless the Escrow Agent shall have received written authorization from the Shareholder Representative Shareholders’ Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of from the Escrow Amount from Fund then in the Escrow Fund in accordance with Section 7.2(d) hereof8.4, provided that no such payment or delivery may be made if the Shareholder Representative Shareholders’ Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty forty-five (3045) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any portion of the Escrow Amounts Fund pursuant to Section 7.2(d7.2(e) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount deliver cash from the Escrow Fund in accordance with Section 7.2(d7.2(e) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Seller Shareholder Representative and for a period of thirty twenty (3020) days after such delivery, the Escrow Agent shall make no delivery to Parent of any cash from the Escrow Amounts Fund pursuant to Section 7.2(d8(e) hereof unless the Escrow Agent shall have received written authorization from the Seller Shareholder Representative to make such delivery. After the expiration of such thirty twenty (3020) day period, the Escrow Agent shall make delivery of the Escrow Amount cash from the Escrow Fund in accordance with Section 7.2(d8(e) hereof, provided that no such payment or delivery may be made if the Seller Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to the Buyer prior to the expiration of such thirty twenty (3020) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section Sections 7.2(d) and 7.2(g) hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Stockholder Agent, and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof Amount specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the Shareholder Representative Stockholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund in accordance with such Officer's Certificate and Section 7.2(d10.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Stockholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Representative Stockholders' Agent (defined in Section 7.8 below) and for a period of thirty forty-five (3045) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Buyer Common Stock or other property pursuant to Section 7.2(d) 7.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Stockholders' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day days period, the Escrow Agent shall make delivery of the Escrow Amount from Buyer Common Stock or other property in the Escrow Fund in accordance with Section 7.2(d) 7.5 hereof, provided that no such payment or delivery may be made if the Shareholder Representative Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to the Buyer prior to the expiration of such thirty forty-five (3045) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Representatives, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof; provided, provided however, that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Representative Shareholders' Agent (defined in Section 9.8 below) and for a period of thirty forty-five (3045) days after such deliveryreceipt by the Escrow Agent, the Escrow Agent shall make no delivery to of Parent of any Escrow Amounts Common Shares or other property pursuant to Section 7.2(d) 9.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Shareholders' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of the Escrow Amount from Parent Common Shares or other property in the Escrow Fund in accordance with Section 7.2(d) 9.5 hereof, provided that no such payment or delivery may be made if the Shareholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty forty-five (3045) day period.

Objections to Claims. At the time of delivery of any Parent Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Stockholder Representative, and for a period of thirty (30) 60 days after such delivery, the Escrow Agent shall make no delivery to Parent of any amounts in the Environmental Escrow Amounts Fund pursuant to this Section 7.2(d8.3(e)(i) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Stockholder Representative to make such delivery. After the expiration of such thirty (30) 60-day period, the Escrow Agent shall make delivery of the Escrow Amount a cash amount from the Environmental Escrow Fund in accordance with this Section 7.2(d) hereof8.3(e)(i); provided, provided however, that no such payment or delivery may be made if the Shareholder Stockholder Representative shall object in a written statement to the claim made in the Parent Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) 60-day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Seller (or any successor thereto), and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof Shares specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the Shareholder Representative Seller (or any successor thereto) to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund in accordance with such Officer's Certificate and Section 7.2(d8.2(e) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Seller (or any successor thereto) shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Shareholders and for a period of thirty (30) days after receipt of such deliveryOfficers Certificate, the Escrow Agent shall make no delivery to of shares of Parent of any Escrow Amounts Common Stock pursuant to Section 7.2(d) 7.8 hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Shareholders to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from shares of Parent Common Stock in the Escrow Fund in accordance with Section 7.2(d) 7.8 hereof, provided that no such payment payment, delivery or delivery reduction may be made if the Shareholder Representative Shareholders shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's =s -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's =s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Parent Officer's -------------------- Certificate ’s Statement to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Stockholder Representative, and for a period of thirty forty (3040) calendar days after such delivery, the Escrow Agent shall make no delivery to Parent of any amounts in any Escrow Amounts Fund pursuant to this Section 7.2(d8.3(e)(i) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Stockholder Representative to make such delivery. After the expiration of such thirty (30) 40-day period, the Escrow Agent shall make delivery of the Escrow Amount a cash amount from the applicable Escrow Fund in accordance with this Section 7.2(d) hereof8.3(e)(i); provided, provided however, that no such payment or delivery may be made if the Shareholder Stockholder Representative shall object in a written statement to the claim made in the Parent Officer's Certificate’s Statement, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) 40-day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Agent (as defined in Section 10.2(h)), and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent ISSI of any Escrow Amounts pursuant to Section 7.2(d) hereof Amount specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the Shareholder Representative Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund in accordance with such Officer's Certificate and Section 7.2(d10.2(e) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Representative Seller and for a period of thirty fifteen (3015) days after such deliverydelivery to the Escrow Agent, the Escrow Agent shall make no delivery to Parent of any the Escrow Amounts Funds pursuant to Section 7.2(d) 8.06 hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Seller to make such delivery. After the expiration of such thirty fifteen (3015) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund Funds in accordance with Section 7.2(d) 8.06 hereof, provided that no such payment or delivery may be made if the Shareholder Representative Seller shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty fifteen (3015) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Shareholder Representative Seller Representative, and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent Buyer of any cash from the Escrow Amounts pursuant to Section 7.2(d) hereof Fund specified in such Officer’s Certificate unless the Escrow Agent shall have received written authorization from the Shareholder Seller Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund in accordance with Section 7.2(d) hereofsuch Officer’s Certificate, provided that no such payment or delivery may shall be made if the Shareholder Seller Representative shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and Buyer prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered by Buyer to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery distribution to Parent Buyer of any funds contained in the Indemnification Escrow Amounts Account pursuant to Section 7.2(d7.5(a) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such deliverydistribution. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount be directed to distribute funds from the Indemnification Escrow Fund Account in accordance with Section 7.2(d) hereof7.5(a), provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, Parent shall deliver a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery not deliver to Parent of any Escrow Amounts pursuant to Section 7.2(d8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Indemnity Escrow Fund in accordance with Section 7.2(d8.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Representative Stockholders' Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any portion of the Escrow Amounts Amount pursuant to Section 7.2(d) hereof 9.5 unless the Escrow Agent shall have received written authorization from the Shareholder Representative Stockholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the portion of the Escrow Amount from in the Escrow Fund in accordance with Section 7.2(d) hereof9.5, provided that no such payment or delivery may be made if the Shareholder Representative Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, Parent shall deliver a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery not deliver to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Representative, and for a period of thirty (30) 30 days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d8.02(e) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) 30 day period, the Escrow Agent shall make delivery of the Escrow Amount distribute cash and Parent Stock from the Escrow Fund in accordance with Section 7.2(d8.02(e) hereof; provided, provided however, that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) 30 day period, with a copy of such objection to be simultaneously transmitted to Parent.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Stockholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Stockholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Shareholders’ Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent Tarantella of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Shareholders’ Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount appropriate payment from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Shareholders’ Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d7.3(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d7.3(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.. (f)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative Shareholders' Agent, and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent Xxxxxx of any portion of the Escrow Amounts pursuant to Section 7.2(d) hereof Fund specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the Shareholder Representative Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount an amount from the Escrow Fund Fund, computed in accordance with Section 7.2(d6.4(n), in accordance with such Officer's Certificate and Section 6.4(l) hereof, provided that provided, that, no such payment or delivery may be -------- ---- made if the Shareholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.