Common use of Distributions Related to Escrow Shares Clause in Contracts

Distributions Related to Escrow Shares. The Stockholder Escrow Shares having a Deemed Value as set forth in Section 6.2(d) shall be used to satisfy pursuant to Section 6.2 any Damages of any Parent Indemnitee for which a Parent Indemnitee delivers an indemnification notice under Section 6.2 during the Stockholder Escrow Period and for which it is finally determined (by joint written instructions of Foreign Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) that indemnification is required under this Agreement, provided, that a Stockholder’s liability with respect to a breach of Company Excepted Warranties shall not be limited to the Stockholder Escrow Shares. Upon the conclusion of the Stockholder Escrow Period, Escrow Agent shall promptly deliver to the Stockholder Representative, an amount equal to (A) the Stockholder Escrow Shares, minus (B) any and all amounts satisfied by set-off of the Stockholder Escrow Shares for satisfaction of Damages pursuant to Section 6.2, minus (C) if any indemnification claim for Damages of any Parent Indemnitee contained in any indemnification notice delivered pursuant to Section 6.1(a) prior to the conclusion of the Stockholder Escrow Period is not finally resolved, an amount equal to Foreign Parent’s good faith estimate of the cumulative amount of all Damages disputed in any such claims as of such time (the “Pending Claim Stockholder Escrow Amount”). The Pending Claim Stockholder Escrow Amount shall remain in escrow until the dispute is finally resolved. If it is finally determined (by joint written instructions of Foreign Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) pursuant to this Section 6 that no Parent Indemnitee is entitled to any portion of the Pending Claim Stockholder Escrow Amount or any portion of the Pending Claim Stockholder Escrow Amount is not used to set-off against any such pending claims (the “Pending Claim Stockholder Escrow Excess”), the Escrow Agent shall promptly deliver the Pending Claim Stockholder Escrow Excess to the Stockholder Representative.

Distributions Related to Escrow Shares. The Stockholder Escrow Shares having a Deemed Value as set forth in Section 6.2(d) shall be used to satisfy pursuant to Section 6.2 any Damages of any Parent Indemnitee for which a Parent Indemnitee delivers an indemnification notice under Section 6.2 during the Stockholder Escrow Period and for which it is finally determined (by joint written instructions of Foreign Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) that indemnification is required under this Agreement, provided, that a Stockholder’s liability with respect to a breach of Company Excepted Warranties shall not be limited to the Stockholder Escrow Shares. Upon the conclusion of the Stockholder Escrow Period, Escrow Agent shall promptly deliver to the Stockholder Representative, an amount equal to (A) the Stockholder Escrow Shares, minus (B) any and all amounts satisfied by set-off of the Stockholder Escrow Shares for satisfaction of Damages pursuant to Section 6.2, minus (C) if any indemnification claim for Damages of any Parent Indemnitee contained in any indemnification notice delivered pursuant to this Section 6.1(a6.4(d) prior to the conclusion of the Stockholder Escrow Period is not finally resolved, an amount equal to Foreign Parent’s good faith estimate of the cumulative amount of all Damages disputed in any such claims as of such time (the “Pending Claim Stockholder Escrow StockholderEscrow Amount”). The Pending Claim Stockholder Escrow Amount shall remain in escrow until the dispute is finally resolved. If it is finally determined (by joint written instructions of Foreign Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) pursuant to this Section 6 that no Parent Indemnitee is entitled to any portion of the Pending Claim Stockholder Escrow Amount or any portion of the Pending Claim Stockholder Escrow Amount is not used to set-off against any such pending claims (the “Pending Claim Stockholder Escrow StockholderEscrow Excess”), the Escrow Agent shall promptly deliver the Pending Claim Stockholder Escrow Excess to the Stockholder Representative.

Distributions Related to Escrow Shares. The Stockholder Escrow Shares having a Deemed Value as set forth in Section 6.2(d) shall be used to satisfy pursuant to Section 6.2 9.3(b) any Damages Losses of any Parent Indemnitee for which a Parent Indemnitee an Indemnified Party delivers an indemnification notice under Section 6.2 during 9.2(c) to the Stockholder Escrow Period and for which it Shareholders’ Representative on or prior to the date that is finally determined twenty-four (by joint written instructions of Foreign 24) months immediately following the Closing Date. On the date that is twenty-four (24) months immediately following the Closing Date, the Parent and the Stockholder Shareholders’ Representative given to shall cause the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) that indemnification is required under this Agreement, provided, that a Stockholder’s liability with respect to a breach of Company Excepted Warranties shall not be limited to the Stockholder Escrow Shares. Upon the conclusion of the Stockholder Escrow Period, Escrow Agent shall promptly deliver to the Stockholder Shareholders’ Representative, on behalf of the Principal Shareholders, an amount equal to (Ai) the Stockholder Escrow Shares, minus (Bii) any and all amounts satisfied by Parent by set-off of the Stockholder Escrow Shares for satisfaction of Damages Losses pursuant to Section 6.29.3(b), minus (Ciii) if any indemnification claim for Damages Losses of any Parent Indemnitee contained in any indemnification notice delivered pursuant to Section 6.1(a9.1(c) prior to the conclusion of date that is twenty-four (24) months immediately following the Stockholder Escrow Period Closing Date is not finally resolved, an amount equal to Foreign Parent’s good faith estimate of the cumulative amount of all Damages Losses disputed in any such claims as of such time (the “Pending Claim Stockholder Escrow Amount”). The Pending Claim Stockholder Escrow Amount shall remain in escrow until the dispute is finally resolvedbe held as security and used by Parent to satisfy any such disputed claims on a dollar for dollar basis. If it is finally determined (by joint written instructions of Foreign Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) pursuant to this Section 6 9.2(c) that no Parent Indemnitee is entitled to any portion of the Pending Claim Stockholder Escrow Amount or any portion of the Pending Claim Stockholder Escrow Amount is not used to set-off against any such pending claims (the “Pending Claim Stockholder Escrow Excess”), the Pending Claim Escrow Agent Excess shall promptly deliver be delivered to the Shareholders’ Representative, on behalf of the Principal Shareholders. The Shareholders’ Representative shall distribute amongst the Principal Shareholders any and all payments of the Escrow Shares received by the Shareholders’ Representative to the Principal Shareholders pro rata, based upon the percentages used to calculate the number of shares of each Principal Shareholder’s Closing Date Merger Consideration Shares that were deposited in the Escrow Fund; provided, if any amounts are set-off against the Escrow Shares or the Pending Claim Stockholder Escrow Excess Amount for any Parent Indemnitee Losses under Section 9.2(a)(ii) or any breach of any representation, warranty or covenant contained in a Letter of Transmittal, the Shareholders’ Representative shall reduce the amounts that would otherwise be payable from the Escrow Shares to the Stockholder RepresentativePrincipal Shareholder whose breach created such indemnification payment (it being the intent of the Parties, as between the Shareholders, that such Principal Shareholder should pay all amounts arising from such Principal Shareholder’s breach).

Distributions Related to Escrow Shares. The Stockholder Escrow Shares having a Deemed Value as set forth in Section 6.2(d) shall be used to satisfy pursuant to Section 6.2 9.3(b) any Damages Losses of any Parent Buyer Indemnitee for which a Parent Indemnitee an Indemnified Party delivers an indemnification notice under Section 6.2 during 9.2(c) to the Stockholder Escrow Period Stockholders’ Representative on or prior to the date that is eighteen (18) months immediately following the Closing Date. On the date that is eighteen (18) months immediately following the Closing Date, the Buyer and for which it is finally determined (by joint written instructions of Foreign Parent and the Stockholder Stockholders’ Representative given to shall cause the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) that indemnification is required under this Agreement, provided, that a Stockholder’s liability with respect to a breach of Company Excepted Warranties shall not be limited to the Stockholder Escrow Shares. Upon the conclusion of the Stockholder Escrow Period, Escrow Agent shall promptly deliver to the Stockholder Stockholders’ Representative, on behalf of the Principal Stockholders, an amount equal to (Ai) the Stockholder Escrow Shares, minus (Bii) any and all amounts satisfied by Buyer by set-off of the Stockholder Escrow Shares for satisfaction of Damages Losses pursuant to Section 6.29.3(b), minus (Ciii) if any indemnification claim for Damages Losses of any Parent Buyer Indemnitee contained in any indemnification notice delivered pursuant to Section 6.1(a9.1(c) prior to the conclusion of date that is eighteen (18) months immediately following the Stockholder Escrow Period Closing Date is not finally resolved, an amount equal to Foreign ParentBuyer’s good faith estimate of the cumulative amount of all Damages Losses disputed in any such claims as of such time (the “Pending Claim Stockholder Escrow Amount”). The Pending Claim Stockholder Escrow Amount shall remain in escrow until the dispute is finally resolvedbe held as security and used by Buyer to satisfy any such disputed claims on a dollar for dollar basis. If it is finally determined (by joint written instructions of Foreign Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) pursuant to this Section 6 9.2(c) that no Parent Buyer Indemnitee is entitled to any portion of the Pending Claim Stockholder Escrow Amount or any portion of the Pending Claim Stockholder Escrow Amount is not used to set-off against any such pending claims (the “Pending Claim Stockholder Escrow Excess”), the Pending Claim Escrow Agent Excess shall promptly deliver be delivered to the Stockholders’ Representative, on behalf of the Principal Stockholders. The Stockholders’ Representative shall distribute amongst the Principal Stockholders any and all payments of the Escrow Shares received by the Stockholders’ Representative to the Principal Stockholders pro rata, based upon the percentages used to calculate the number of shares of each Principal Stockholder’s Closing Date Merger Consideration Shares that were deposited in the Escrow Fund; provided, if any amounts are set-off against the Escrow Shares or the Pending Claim Stockholder Escrow Excess Amount for any Buyer Indemnitee Losses under Section 9.2(a)(ii) or any breach of any representation, warranty or covenant contained in a Letter of Transmittal, the Stockholders’ Representative shall reduce the amounts that would otherwise be payable from the Escrow Shares to the Principal Stockholder Representativewhose breach created such indemnification payment (it being the intent of the Parties, as between the Stockholders, that such Principal Stockholder should pay all amounts arising from such Principal Stockholder’s breach).