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 Officer's Certificate shall be delivered to the Principal Stockholder and for a period of forty-five (45) days after such delivery to the Escrow Agent, the Escrow Agent shall make no delivery of cash or Acquiror Common Stock or other property pursuant to Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder to make such delivery. After the expiration of such forty-five (45) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof, provided that no such payment or delivery may be made if the Principal Stockholder 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 forty-five (45) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Shareholder Agent (as defined in Section 7.2(i) hereof) and for -------------- a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(f)(i) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Principal Stockholder Shareholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 7.2(f) hereof, provided -------------- that no such payment or delivery may be made if the Principal Stockholder Shareholder 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 forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Securityholder Agent and for a period of forty-five thirty (4530) days after receipt of such delivery to the Escrow AgentOfficer's Certificate, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 8.2(d) hereof, provided that no such payment or delivery may be made if the Principal Stockholder 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) 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 Officer's ’s Certificate shall be delivered to the Principal Stockholder Stockholders’ Agent (as defined in Section 10.9 below) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of cash or Acquiror Common Stock or other property Escrow Shares pursuant to Section 8.6 hereof the Escrow Agreement unless the Escrow Agent shall have received written authorization from the Principal Stockholder Stockholders’ Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property Escrow Shares in the Escrow Fund in accordance with Section 8.6 hereofthe Escrow Agreement, provided that no such payment or delivery may be made if the Principal Stockholder Stockholders’ 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 Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Securityholder Agent (as defined in Section 7.2(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 7.2(d) hereof, provided that no such payment or delivery may be made if the Principal Stockholder 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 and to Acquiror prior to the expiration of such forty-five thirty (45) 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 Officer's Certificate shall be delivered by Acquiror to the Principal Stockholder and Stockholders' Agent and, for a period of forty-five (45) days after such delivery to the Escrow Agent, the Escrow Agent shall make no delivery of cash or Acquiror Common Stock or other property pursuant to Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Stockholders' Agent to make such delivery. After the expiration of such forty45-five (45) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereofhereof and as set forth in a certificate provided by Acquiror, provided that no such payment or delivery may be made if the Principal Stockholder 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 forty45-five (45) day period.

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Principal Stockholder Stockholders' Agent and for a period of forty-five (45) days after such delivery to the Escrow AgentAgent of such Officer's Certificate, the Escrow Agent shall make no delivery of cash or Acquiror Parent Common Stock or other property pursuant to Section 8.6 hereof 8.4 unless the Escrow Agent shall have received written authorization from the Principal Stockholder Stockholders' Agent to make such delivery. After the expiration of such forty-five (45) day period, the Escrow Agent shall make delivery of the Acquiror Parent Common Stock or other property then in the Escrow Fund in accordance with Section 8.6 hereof8.4, provided that no such payment or delivery may be made if the Principal Stockholder 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 Parent prior to the expiration of such forty-five (45) day period.

Objections to Claims. At the time of delivery of any Officer's Escrow Claim Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Securityholder Agent (as defined in Section 7.2(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 7.2(d) hereof, provided that no such payment or delivery may be made if the Principal Stockholder Securityholder Agent shall object in a written statement to the claim made in the Officer's Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such forty-five thirty (45) day 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 Officer's ’s Certificate shall be delivered to the Principal Stockholder Securityholder Agent and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of any cash or Acquiror shares of Parent Common Stock or other property in the Escrow Funds pursuant to Section 8.6 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror cash or shares of Parent Common Stock or other property in from the Escrow Fund Funds in accordance with Section 8.6 9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Principal Stockholder 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. (a) At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered to the Principal Stockholder Stockholders’ Agent by PURCHASER and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of cash or Acquiror PURCHASER Common Stock or other property pursuant to Section 8.6 12.4 hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Stockholders’ Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror PURCHASER Common Stock or other property in the Escrow Fund in accordance with Section 8.6 12.4 hereof, provided that no such payment or delivery may be made if the Principal Stockholder Stockholders’ 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 Acquiror PURCHASER prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Shareholder Agent (as defined in Section 7.2(h) hereof) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(e)(i) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Shareholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 7.2(e) hereof, provided that no such payment or delivery may be made if the Principal Stockholder Shareholder 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 forty-five thirty (4530) day period.

Objections to Claims. (i) At the time of delivery of any Parent Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Agent and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 hereof 7.2(d) unless the Escrow Agent shall have received written authorization from the Principal Stockholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day periodperiod but subject to the provisions of Section 7.2(g)(ii) above, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 hereof7.2(g), (i), provided that (A) no such payment or delivery may be made if the Principal 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) day periodperiod and (B) no payment shall be made if accruals for Company Losses equal or exceed the amount of Parent Losses set forth in the Parent Officer's Certificate.

Objections to Claims. At the time of delivery of any -------------------- Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Principal Stockholder Stockholders' Agents (as defined in Section 10.9 below) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of cash or Acquiror Common Stock or other property Escrow Shares pursuant to Section 8.6 hereof 10.5 unless the Escrow Agent shall have received written authorization from the Principal Stockholder Stockholders' Agents to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property Escrow Shares in the Escrow Fund in accordance with Section 8.6 hereof10.5, provided that no such payment or delivery may be made if the Principal Stockholder Stockholders' 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) 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 Officer's Certificate certificate shall be delivered to the Principal Stockholder Securityholder Agent (as defined in Section 7.2(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 7.2(d) hereof, provided that no such payment or delivery may be made if the Principal Stockholder 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 and to Acquiror prior to the expiration of such forty-five thirty (45) 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 Officer's Certificate certificate shall be delivered to the Principal Stockholder Representative, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any portion of the Escrow Shares pursuant to Section 8.6 SECTION 6.3(d) hereof with respect to such Officer's Certificate unless and until the Escrow Agent shall have received written authorization from the Principal Stockholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 SECTION 6.3(d) hereof; provided, provided however, that no such payment or delivery may be made until resolution of any objection to the delivery of any Escrow Shares made pursuant to this SECTION 6.3(e) if the Principal 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Shareholder Representative, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(d) hereof unless the Escrow Agent -------------- shall have received written authorization from the Principal Stockholder Shareholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 7.2(d) hereof; provided, provided however, that no -------------- -------- ------- such payment or delivery may be made if the Principal Stockholder 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 Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Representative, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 8.02(e) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 8.02(e) hereof; provided, provided however, that no such payment or delivery may be made if the Principal 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) 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 Officer's Certificate certificate shall be delivered to the Principal Stockholder Securityholder Agent (as defined in Section 7.2(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 7.2(d) hereof, provided that no such payment or delivery may be made if the Principal Stockholder 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 and to Acquiror prior to the expiration of such forty-five thirty (45) day 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 Officer's ’s Certificate shall be delivered to the Principal Stockholder Representative, and for a period of forty-five thirty (4530) calendar days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 8.2(e) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) calendar day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Indemnification Escrow Fund in accordance with Section 8.6 8.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Principal 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) calendar 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 Officer's Certificate certificate shall be delivered to the Principal Stockholder Agent and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 hereof 7.2(d) or withhold any distribution pursuant to Section 7.2(b) unless the Escrow Agent shall have received written authorization from the Principal Stockholder Agent to make such deliverydelivery or withhold such distribution. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery or withdrawal of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 hereof7.2(d), provided that no such payment or delivery withholding may be made if the Principal 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Shareholders' Representative in the manner contemplated by Section 10.1 and for a period of forty-five (45) 30 days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Purchaser of cash or Acquiror Common Stock or other property any Escrow Shares pursuant to Section 8.6 8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Shareholders' Representative to make such delivery. After the expiration of such forty30-five (45) day period, the Escrow Agent shall make delivery of the Acquiror shares of Purchaser Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 8.2(d) hereof, provided that no such payment or delivery may be made if the Principal Stockholder Shareholders' 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 Acquiror prior to the expiration of such forty30-five (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 Officer's ’s Certificate shall be delivered to the Principal Stockholder Stockholders’ Agent (defined in Section 9.8 below) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of cash or Acquiror Common Stock or other any property pursuant to Section 8.6 9.5 hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Stockholders’ Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Indemnity Portion of the Escrow Fund in accordance with Section 8.6 9.5 hereof, provided that no such payment or delivery may be made if the Principal Stockholder Stockholders’ 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 Acquiror Parent prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered by Parent to the Principal Stockholder Representative and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of any cash or Acquiror Common Stock or other property shares from the Parent Escrow Fund pursuant to Section 8.6 9.02(d) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror cash and shares of Parent Common Stock or other property in from the Parent Escrow Fund in accordance with Section 8.6 9.02(d) hereof, provided that no such payment or delivery may be made if the Principal Stockholder Representative shall object in a written statement (the "Representative Agent Notice") to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and Agent, with a copy to Acquiror Parent, prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Representative, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any amounts in the General Escrow Fund pursuant to Section 8.6 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the General Escrow Fund in accordance with Section 8.6 9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Principal -------- ------- 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Representative, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.3(d) hereof unless and until the Escrow Agent shall have received written authorization from the Principal Stockholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Parent Common Stock (or other property cash in lieu thereof) from the Escrow Fund in accordance with Section 8.6 7.3(d) hereof; provided, provided however, that no such payment or delivery may be made if the Principal 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) 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 Officer's Certificate certificate shall be delivered to the Principal Stockholder Agent (as defined in Section 7.3(g)), and notwithstanding anything to the contrary in this Agreement, for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of any cash or Acquiror Common Stock or other property from either of the Escrow Funds pursuant to Section 8.6 hereof 7.3(e) unless the Escrow Agent shall have received written authorization from the Principal Stockholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of cash from the Acquiror Common Stock or other property in the respective Escrow Fund Funds in accordance with Section 8.6 hereof7.3(e), provided that notwithstanding anything to the contrary in this Agreement, no such payment or delivery may be made if the Principal Stockholder 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 Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's Escrow Claim Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Securityholder Agent (as defined in Section 7.2(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property shares in the Escrow Fund in accordance with Section 8.6 7.2(d) hereof, provided that no such payment or delivery may be made if the Principal Stockholder Securityholder Agent shall object in a written statement to the claim made in the Officer's Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such forty-five thirty (45) day 30)-day period.

Objections to Claims. (a) At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Principal Stockholder Shareholders' Agent (as defined in Section 10.9 below) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of cash or Acquiror Common Stock or other property Escrow Shares pursuant to Section 8.6 hereof 10.4 unless the Escrow Agent shall have received written authorization from the Principal Stockholder Shareholders' Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property Escrow Shares in the Escrow Fund in accordance with Section 8.6 hereof10.4, provided that no such payment or delivery may be made if the Principal Stockholder 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 Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Securityholder Agent and for a period of forty-five thirty (4530) days after such delivery to receipt of an Officer's Certificate by the Escrow Agent, the Escrow Agent shall make no delivery transfer to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 6.2(f) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such deliverytransfer. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery cause the transfer agent of the Acquiror Parent Company Stock to transfer shares of Parent Common Stock or other property in Shares from the Escrow Fund in accordance with Section 8.6 6.2(f) hereof, provided that no such payment or delivery transfer may be made if the Principal Stockholder 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered by Parent to the Principal Stockholder Shareholder Representative, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.3(d) hereof -------------- unless and until the Escrow Agent shall have received written authorization from the Principal Stockholder Shareholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Parent Common Stock (or other property cash in lieu thereof) from the Escrow Fund in accordance with Section 8.6 7.3(d) hereof; provided, provided however, -------------- that no such payment or delivery may be made if the Principal Stockholder 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 Acquiror prior to the expiration of such forty-five thirty (4530) 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 Officer's ’s Certificate shall be delivered to the Principal Stockholder Securityholder Agent and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of any cash or Acquiror shares of Parent Common Stock or other property in the Escrow Fund pursuant to Section 8.6 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror cash or shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Principal Stockholder 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) 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 Officer's Certificate certificate shall be delivered to the Principal Stockholder Securityholder Agent (as defined in Section 7.2(h)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(e) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 7.2(e) hereof, provided that no such payment or delivery may be made if the Principal Stockholder 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 and to Acquiror prior to the expiration of such forty-five thirty (4530)-day period. -44- (g) day periodResolution of Conflicts; Arbitration.

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Securityholder Agent (as defined in Section 7.3(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror any shares of Parent Common Stock or other property pursuant to Section 8.6 7.3(d) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 7.3(d) hereof, provided that no such payment or delivery may be made if the Principal Stockholder 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At (a)At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered to the Principal Stockholder Stockholders’ Agent by PURCHASER and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of cash or Acquiror PURCHASER Common Stock or other property pursuant to Section 8.6 Paragraph 2 hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Stockholders’ Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror PURCHASER Common Stock or other property in the Escrow Fund in accordance with Section 8.6 Paragraph 2 hereof, provided that no such payment or delivery may be made if the Principal Stockholder Stockholders’ 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 Acquiror PURCHASER prior to the expiration of such forty-five thirty (4530) 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 Officer's Certificate certificate shall be delivered to the Principal Stockholder Securityholder Agent (as defined in Section 7.2(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 7.2(d) hereof, provided that no such payment or delivery may be made if the Principal Stockholder 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 and to Acquiror prior to the expiration of such forty-five thirty (4530)-day period. -40- (f) day periodResolution of Conflicts; Arbitration.

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Representative (as defined in Section 7.4), and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.3(d) hereof unless and until the Escrow Agent shall have received written authorization from the Principal Stockholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 7.3(d) hereof; provided, provided however, that no such payment or delivery may be made if the Principal 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 and to Acquiror prior to the expiration of such forty-five thirty (4530) 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 Officer's ’s Certificate shall be delivered to the Principal Stockholder Securityholder Agent and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Shares in the Escrow Fund pursuant to Section 8.6 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery to Parent of the Acquiror Common Stock or other property any Escrow Shares in the Escrow Fund in accordance with Section 8.6 9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Principal Stockholder 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 and (with a copy to Acquiror Parent) prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. (i) At the time of delivery of any Officer's Certificate to the Escrow AgentClaim Notice by any Parent Indemnified Person, a duplicate copy of such Officer's Certificate Claim Notice shall be delivered to the Principal Stockholder and for Shareholders' Agent. For a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of cash or Acquiror Common Stock Parent Shares or other property pursuant to Section 8.6 11.3(h) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Shareholders' Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock Parent Shares or other property in the Escrow Fund in accordance with Section 8.6 11.3(h) hereof, provided that no such payment or delivery may be made if the Principal Stockholder Shareholders' Agent shall object in a written statement to the claim made in the Officer's CertificateClaim Notice, and such statement shall have been delivered to the Escrow Agent and to Acquiror Parent prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's Escrow Claim Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Principal Stockholder Securityholder Agent (as defined in Section 7.2(g) ) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of cash or Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day -day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property shares in the Escrow Fund in accordance with Section 8.6 7.2(d) hereof, provided that no such payment or delivery may be made if the Principal Stockholder Securityholder Agent shall object in a written statement to the claim made in the Officer's Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such forty-five thirty (4530) day -day period.