Common use of Escrow Periods Clause in Contracts

Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain in existence until the Escrow Termination Date (the “Escrow Period”). Upon the expiration of the Escrow Period, the Escrow Fund shall terminate with respect to the Escrow Amount and the amounts remaining in the Escrow Fund shall be paid to IPCore within five (5) business days; provided, however, that any portion of the Escrow Amount that, in the reasonable judgment of Purchaser, subject to the objection of the Seller and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the Escrow Termination Date relating to Losses that are indemnifiable pursuant to Section 11.3 above shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved pursuant to such arbitration. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Seller within five (5) business days the portion of the Escrow Amount remaining in the Escrow Fund and not required to satisfy such claims.

Escrow Periods. Subject The Escrow Fund and the indemnification obligations set forth in Sections 10.1 and 10.2 shall terminate upon the first anniversary date of the Closing Date (the period from the Closing Date to the following requirements, first anniversary of the Escrow Fund shall remain in existence until the Escrow Termination Closing Date (referred to as the “Escrow Period”). Upon the expiration of the Escrow Period, the Escrow Fund shall terminate with respect to the Escrow Amount and the amounts remaining in the Escrow Fund shall be paid to IPCore within five (5) business days; provided, however, that any portion (a) the number of the Escrow Amount thatShares, which, in the reasonable and good faith judgment of PurchaserPumatech, subject to the objection of the Seller Shareholders’ Agent and the subsequent arbitration resolution of the claim matter in the manner provided in the Escrow AgreementSection 10.9, is are necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Escrow Agent and the Shareholders’ Agent prior to termination of the expiration of such Escrow Period with respect to facts and circumstances existing on Damages incurred or litigation pending prior to expiration of the Escrow Termination Date relating to Losses that are indemnifiable pursuant to Section 11.3 above Period, shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved pursuant finally resolved, and (b) the Synchrologic Indemnified Parties shall continue to be entitled to indemnification by Pumatech and the Surviving Corporation in such arbitration. As soon amount as all may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to Pumatech prior to termination of the Escrow Period with respect to Damages incurred or litigation pending prior to the expiration of the Escrow Period, and such amounts shall remain readily available for reimbursement to the Synchrologic Indemnified Parties and shall remain free of encumbrances until such claims have been finally resolved, the Escrow Agent shall deliver to the Seller within five (5) business days the portion of the Escrow Amount remaining in the Escrow Fund and not required to satisfy such claims.

Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain in existence until the Escrow Termination Date (the “Escrow Period”). Upon the expiration of the Escrow Period, the The Escrow Fund shall terminate with respect upon the -------------- first anniversary date of the Closing Date (the period from the Closing Date to such Date being referred to as the "Escrow Period"), and within ten (10) days thereof, the Escrow Agent shall deliver to the Former Target Shareholders the Escrow Amount Shares and the amounts Escrow Cash remaining in the Escrow Fund shall be paid to IPCore within five (5) business days; fund, provided, however, -------- ------- that any (a) to the extent that a portion of a Former Shareholder's Pro Rata Portion of such Escrow Shares is allocable to an unexercised Acquiror Option, such Escrow Shares will be delivered to Acquiror, (b) the number of Escrow Amount thatShares or Escrow Cash, which, in the reasonable judgment of PurchaserAcquiror, subject to the objection of the Seller Stockholders' Agents and the subsequent arbitration resolution of the claim matter in the manner provided in the Escrow AgreementSection 10.7, is are necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent and the Stockholders' Agents prior to termination of the expiration of such Escrow Period with respect to facts and circumstances existing on Damages incurred or litigation pending prior to expiration of the Escrow Termination Date relating to Losses that are indemnifiable pursuant to Section 11.3 above Period, shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved finally resolved, and (c) Escrow Shares or Escrow Cash with a value of $500,000 (as determined pursuant to such arbitration. As soon as all such claims have been resolved, the Escrow Agent Section 10.5) shall deliver to the Seller within five (5) business days the portion of the Escrow Amount remaining remain in the Escrow Fund until there is a final resolution of the audit by the Internal Revenue Service of Target's 1998 income tax returns and not required to satisfy such claimspayments and any proceedings resulting therefrom.

Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain in existence until the Escrow Termination Date (the “Escrow Period”). Upon the expiration of the Escrow Period, the The Escrow Fund shall terminate with respect upon the -------------- first anniversary date of the Closing Date (the period from the Closing Date to such Date being referred to as the "Escrow Period"), and within ten (10) days thereof, the Escrow Agent shall deliver to the Former Target Shareholders the Escrow Amount Shares and the amounts Escrow Cash remaining in the Escrow Fund shall be paid to IPCore within five (5) business days; fund, provided, however, that any (a) to the -------- ------- extent that a portion of a Former Shareholder's Pro Rata Portion of such Escrow Shares is allocable to an unexercised Acquiror Option, such Escrow Shares will be delivered to Acquiror, (b) the number of Escrow Amount thatShares or Escrow Cash, which, in the reasonable judgment of PurchaserAcquiror, subject to the objection of the Seller Stockholders' Agents and the subsequent arbitration resolution of the claim matter in the manner provided in the Escrow AgreementSection 10.7, is are necessary to satisfy any unsatisfied claims specified in any Officer’s 's Certificate theretofore delivered to the Escrow Agent and the Stockholders' Agents prior to termination of the expiration of such Escrow Period with respect to facts and circumstances existing on Damages incurred or litigation pending prior to expiration of the Escrow Termination Date relating to Losses that are indemnifiable pursuant to Section 11.3 above Period, shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved finally resolved, and (c) Escrow Shares or Escrow Cash with a value of $500,000 (as determined pursuant to such arbitration. As soon as all such claims have been resolved, the Escrow Agent Section 10.5) shall deliver to the Seller within five (5) business days the portion of the Escrow Amount remaining remain in the Escrow Fund until there is a final resolution of the audit by the Internal Revenue Service of Target's 1998 income tax returns and not required to satisfy such claimspayments and any proceedings resulting therefrom.