Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer of Acquiror (an "Officer's Certificate"):
Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the Expiration Date of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in an amount equal to such Losses.
Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or accrued --------------------- Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, cash or shares of Parent Common Stock (at the election of Parent) held in the Escrow Fund in an amount equal to such Losses.
Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer or Buyer Parent (an "Officer's Certificate"): (A) stating that Buyer or Buyer Parent or another Buyer Indemnitee has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any Indefinable Matter, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the Indefinable Matter to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.2(f), deliver to Buyer out of the Escrow Fund, as promptly as practicable, an amount of Buyer Parent common stock held in the Escrow Fund equal to such Losses. Where the basis for a claim upon the Escrow Fund by the Buyer is that Buyer reasonably anticipates that it will pay or accrue Losses, no payment will be made from the Escrow Fund for such Losses unless and until such Losses are actually paid or accrued.
Claims Upon Escrow Fund. Subject to Section 7.2(e) and Section 7.2(i) hereof, upon receipt by the Escrow Agent and the Stockholder Representative at any time on or before the last day of the Escrow Period of a certificate signed by any officer of SumTotal (an “Officer’s Certificate”): (i) stating that an Indemnified Party has paid, incurred, accrued, sustained or reasonably anticipates that it will have to pay, incur, accrue or sustain Losses indemnifiable under Section 7.2(a), and (ii) specifying in reasonable detail the amount of such Loss, the individual items of Losses included in the amount so stated, the date each such item was paid, incurred, accrued or sustained, and the basis for such reasonably anticipated payment, incurrence, accrual or sustaining, and the nature of the misrepresentation, breach of warranty or pre-closing covenant, Excess Payment to Dissenting Stockholder(s) or Undisclosed Excess Expense Amount to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7.2(e) and Section 7.2(i) hereof, transfer to SumTotal out of the Escrow Fund, as promptly as practicable, funds and shares of SumTotal Common Stock held in the Escrow Fund in an amount equal to such Losses. With respect to each Pathlore Stockholder, such payments from the Escrow Fund will be made by multiplying the amount of the aggregate payment from the Escrow Fund by such Pathlore Stockholder’s Proportionate Interest and shall be allocated between the cash and stock contributed to the Escrow Fund attributable to such Pathlore Stockholder in the ratio of the cash and stock originally deposited in the Escrow Account. Prior to any distribution of cash or stock from the Escrow Fund to SumTotal, the Pathlore Stockholders or the Stockholder Representative, SumTotal and the Stockholder Representative shall deliver a certificate to the Escrow Agent showing the remaining balance of the amount of shares and cash held in the Escrow Fund after giving effect to such distribution. For purposes of determining the number of shares of SumTotal Common Stock to be delivered to SumTotal out of the Escrow Fund pursuant to this Section 7.2(d), the shares of SumTotal Common Stock shall be valued at the SumTotal Stock Price.
Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Parent (an "OFFICER'S CERTIFICATE"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in an amount equal to any Losses incurred or accrued by Parent.
Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"):
Claims Upon Escrow Fund. 54 Section 8.5
Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued or, with respect to third-party claims of which Parent, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund with a value equal to such Losses.
Claims Upon Escrow Fund. Upon receipt by the Escrow Agent on or ----------------------- before the Release Date of a certificate signed by the Chief Executive Officer, President or Chief Financial Officer of Agile (an "Officer's Certificate") stating that with respect to the indemnification obligations of the Shareholder Indemnitors in Section 8.2, Damages exist and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty, default of a covenant or other agreement or claim to which such item is related, or the manner in which it is related to a Digital Litigation Matter, the Escrow Agent shall, subject to the provisions of this Section 8, deliver to Agile out of the Escrow Fund, as promptly as practicable after the claim is determined to be undisputed or any dispute concerning the claim is resolved as set forth in this Section 8, Agile Common Stock, cash or other assets held in the Escrow Fund having a value equal to such Damages, provided, however, that if the claim is based on a third-party claim, including a Digital Litigation Matter, that has not been fully adjudicated or settled or is not otherwise reasonably quantifiable by objective means, then the Officer's Certificate shall so state and briefly describe the circumstances that affect the quantifiability of the claimed amount. At such time, if any, as Agile enters into a settlement pursuant to Section 8.9(b) with respect to a claim made in an Officer's Certificate that was unquantified and the Shareholders' Agent has not consented in writing to such settlement, Agile will file a supplementary Officer's Certificate (which may be filed after the Release Date) with respect to such claim. For the purpose of compensating Agile for its Damages pursuant to this Agreement, the Escrow Shares shall be valued at the Escrow Release Price (defined below). For purposes of this Agreement, the term "Escrow Release Price" shall mean the average of the closing price per share of Agile's Common Stock as quoted on the NASDAQ National Market System, as reported on the West Coast Edition of the Wall Street Journal, for the 10 consecutive trading days ending five (5) trading days (such average to include the closing price per share of Agile Common Stock on the first day of the five trading days) prior to the date on which the Escrow Agent releases the Escrow Shares to Agile in acc...
