Common use of Objections to Claims against the Escrow Fund Clause in Contracts

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. 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 Stockholder Representative, and for a period of thirty (30) days after the Claim Date, the Escrow Agent shall make no delivery to Parent of any Escrow Amount pursuant to Section 7.4(f) hereof (other than Agreed-Upon Losses as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund equal to the amount of Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price), provided that no such payment or delivery may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”) provided further that, to be effective, such Objection Notice must (i) be delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, to the Escrow Agent) prior to midnight (California time) on the 30th day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. Notwithstanding the foregoing, the Stockholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of such Officer’s Certificate without regard to the thirty (30) day period set forth in this Section 7.4(g).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. 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 Stockholder Shareholder Representative, and for a period of thirty (30) days after the Claim Datesuch delivery, the Escrow Agent shall make no delivery to Parent of any Total Escrow Amount pursuant to Section 7.4(f8.4(f) hereof (other than Agreed-Upon Losses as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, subject to the limitations set forth in Section 8.4(f)(i) hereof, the Escrow Agent shall make delivery of shares of Parent Common Stock pay from the Escrow Fund an amount equal to the amount of Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price), Certificate; provided that no such payment or delivery may be made if the Stockholder Shareholder Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”) provided further that), to be effective, and such Objection Notice must (i) be shall have been delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, Agent prior to the Escrow Agentexpiration of such thirty (30) prior to midnight (California time) on the 30th day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is madeperiod. Notwithstanding the foregoing, the Stockholder Shareholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Shareholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock pay from the Escrow Fund all such amounts equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of as set forth in such Officer’s Certificate without regard to the thirty (30) day period set forth in this Section 7.4(g8.4(g).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VIIVIII. 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 Stockholder Shareholder Representative, and for a period of thirty (30) days after the Claim Date, the Escrow Agent shall make no delivery to Parent of any Escrow Amount Shares pursuant to Section 7.4(f8.4(f) hereof (other than Agreed-Upon Losses as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares the number of Parent Common Stock Escrow Shares at Current Market Value from the Escrow Fund equal to the amount of Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price)Certificate, provided that no such payment or delivery may be made if the Stockholder Shareholder Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Escrow Objection Notice”) provided further that, to be effective, such Escrow Objection Notice must (i) be delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, to the Escrow Agent) prior to midnight (California North Carolina time) on the 30th calendar day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. Notwithstanding the foregoing, the Stockholder Shareholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Shareholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of such Officer’s Certificate without regard to the thirty (30) day period set forth in this Section 7.4(g8.4(g).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. 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 Stockholder Shareholder Representative, and for a period of thirty (30) days after the Claim Datesuch delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amount pursuant to Section 7.4(f8.3(f) hereof (other than Agreed-Upon Losses as described below) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, subject to the limitations set forth in Section 8.3(f)(i), the Escrow Agent shall make delivery of shares of Parent Common Stock cash from the Escrow Fund equal to the amount of Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price), Certificate; provided that no such payment or delivery may be made if the Stockholder Representative Shareholder Representative, shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”) provided further that), to be effective, and such Objection Notice must (i) be shall have been delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, Agent prior to the Escrow Agentexpiration of such thirty (30) prior to midnight (California time) on the 30th day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is madeperiod. Notwithstanding the foregoing, the Stockholder Shareholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon LossLoss (as defined in Section 8.3(h)(v) hereof). The Stockholder Shareholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock cash from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of such Officer’s Certificate without regard to the thirty (30) day period set forth in this Section 7.4(g8.3(g).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. 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 Stockholder Shareholder Representative, and for a period of thirty (30) days after the Claim Date, the Escrow Agent shall make no delivery to Parent Purchaser of any Escrow Amount pursuant to Section 7.4(f7.5(f) hereof (other than Agreed-Upon Losses as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Purchaser Common Stock from the Escrow Fund equal to the amount of Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Priceaverage of the daily closing price of a share of Purchaser Common Stock as reported by The Nasdaq Stock Market for the twenty (20) trading days ending on the date of the Officer’s Certificate), provided that no such payment or delivery may be made if the Stockholder Shareholder Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”) provided further that, to be effective, such Objection Notice must (i) be delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, to the Escrow Agent) prior to midnight (California time) on or before the 30th day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. Notwithstanding the foregoing, the Stockholder Shareholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Shareholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Purchaser Common Stock from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of such Officer’s Certificate without regard to the thirty (30) day period set forth in this Section 7.4(g7.5(g).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. 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 Stockholder Representative, and for a period of thirty (30) days after the Claim Date, the Escrow Agent shall make no delivery to Parent of any Escrow Amount pursuant to Section 7.4(f) hereof (other than Agreed-Upon Losses as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund equal to the amount of Losses claimed in the Officer’s Certificate (as calculated by Parent based on the Parent Trading Price), provided that no such payment or delivery may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”) provided further that, to be effective, such Objection Notice must (i) be delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, to the Escrow Agent) prior to midnight (California time) on the 30th day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. Notwithstanding the foregoing, the Stockholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of such Officer’s Certificate without regard to the thirty (30) day period set forth in this Section 7.4(g).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. 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 Stockholder Shareholder Representative, and for a period of thirty (30) days after the Claim Date, the Escrow Agent shall make no delivery to Parent of any Escrow Amount pursuant to Section 7.4(f) hereof (other than Agreed-Upon Losses as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares an amount of Parent Common Stock cash from the Escrow Fund equal to the amount of Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price)Certificate, provided that no such payment or delivery may be made if the Stockholder Shareholder Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”) provided further that, to be effective, such Objection Notice must (i) be delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, to the Escrow Agent) prior to midnight (California time) on the 30th day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. Notwithstanding the foregoing, the Stockholder Shareholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Shareholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock an amount from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of such Officer’s Certificate without regard to the thirty (30) day period set forth in this Section 7.4(g).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article ARTICLE VII. 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 Stockholder RepresentativeRepresentative and to Akerman Senterfitt, and for a period of thirty (30) days after the Claim Date, the Escrow Agent shall make no delivery to Parent of any Escrow Amount pursuant to Section 7.4(f) hereof (other than Agreed-Upon Losses as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock cash from the Escrow Fund equal to the amount of Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price)Certificate, provided that no such payment or delivery may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”) provided further that, to be effective, such Objection Notice must (i) be delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, to the Escrow Agent) prior to midnight (California Florida time) on the 30th calendar day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. Notwithstanding the foregoing, the Stockholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of such Officer’s Certificate without regard to the thirty (30) day period set forth in this Section 7.4(g).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. 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 Stockholder Representative, and for a period of thirty (30) days after the Claim Datesuch delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amount pursuant to Section 7.4(f7.4(g) hereof (other than Agreed-Upon Losses as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, subject to the limitations set forth in Section 7.4(g)(i) hereof, the Escrow Agent shall make delivery of shares of Parent Common Stock pay from the Escrow Fund an amount equal to the amount of Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price), Certificate; provided that no such payment or delivery may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”) provided further that), to be effective, and such Objection Notice must (i) be shall have been delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, Agent prior to the Escrow Agentexpiration of such thirty (30) prior to midnight (California time) on the 30th day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is madeperiod. Notwithstanding the foregoing, the Stockholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock pay from the Escrow Fund all such amounts equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of as set forth in such Officer’s Certificate without regard to the thirty (30) day period set forth in this Section 7.4(g7.4(h).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. 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 Stockholder RepresentativeShareholders, and for a period of thirty (30) 30 days after the Claim Datesuch delivery, the Escrow Agent shall make no delivery to Parent Acquireco of any Escrow Amount pursuant to Section 7.4(f8.3(e) hereof (other than Agreed-Upon Losses as described belowLosses) unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders to make such delivery. After the expiration of such thirty (30) -day period, subject to the limitations set forth below, the Escrow Agent shall make delivery of shares of Parent Common Stock cash from the Escrow Fund equal to the amount of Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price)Certificate, provided that no such payment or delivery may be made if the Stockholder Representative Shareholders shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”) provided further that), to be effective, and such Objection Notice must (i) be shall have been delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, Agent prior to the Escrow Agent) prior to midnight (California time) on the 30th expiration of such 30-day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is madeperiod. Notwithstanding the foregoing, the Stockholder Representative Shareholders hereby waives waive the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Representative Shareholders hereby authorizes authorize the Escrow Agent to deliver shares of Parent Common Stock cash from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of such Officer’s Certificate without regard to the thirty (30) -day period set forth in this Section 7.4(g8.3(f).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. 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 Stockholder Seller Representative, and for a period of thirty (30) days after the Claim Datesuch delivery, the Escrow Agent shall make no delivery to Parent Omeros of any Escrow Amount pursuant to Section 7.4(f) hereof (other than Agreed-Upon Losses as described below8.4(f) unless the Escrow Agent shall have received written authorization from the Stockholder Seller Representative to make such delivery. After the expiration of such thirty (30) day 30)-day period, subject to the limitations set forth in Section 8.4(f)(i), the Escrow Agent shall make delivery of shares of Parent Common Stock cash from the Escrow Fund equal to the amount of Losses (converted to USD using the Indemnity Exchange Rate set forth by Omeros in the Officer’s Certificate) claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price), Certificate; provided that no such payment or delivery may be made if the Stockholder Seller Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”) provided further that), to be effective, and such Objection Notice must (i) be shall have been delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, Agent prior to the Escrow Agent) prior to midnight (California time) on the 30th day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. Notwithstanding the foregoing, the Stockholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt expiration of such Officer’s Certificate without regard to the thirty (30) day period set forth in this Section 7.4(g).30)-day period. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VIIARTICLE VIII. 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 Stockholder RepresentativeStockholder, and for a period of thirty (30) days after the Claim Date, the Escrow Agent shall make no delivery to Parent of any Escrow Amount pursuant to Section 7.4(f8.4(d) hereof (other than Agreed-Upon Losses as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock cash from the Escrow Fund equal to the amount of Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price)Certificate, provided that no such payment or delivery may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”) provided further that, to be effective, such Objection Notice must (i) be delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, and to the Escrow Agent) Agent prior to midnight (California time) on the 30th thirtieth (30th) day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. Notwithstanding the foregoing, the Stockholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of such Officer’s Certificate without regard to the thirty (30) day period set forth in this Section 7.4(g).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. 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 Stockholder Representative, and for a period of thirty (30) days after the Claim Datesuch delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amount pursuant to Section 7.4(fSECTION 7.3(f) hereof (other than Agreed-Upon Losses as described below) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, subject to the limitations set forth in SECTION 7.3(f)(i), the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund equal to the amount of Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price)'s Certificate, provided that no such payment or delivery may be made if the Stockholder Representative Representative, shall object in a written statement to the claim made in the Officer’s 's Certificate (an “Objection Notice”) provided further that"OBJECTION NOTICE"), to be effective, and such Objection Notice must (i) be shall have been delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, Agent prior to the Escrow Agentexpiration of such thirty (30) prior to midnight (California time) on the 30th day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is madeperiod. Notwithstanding the foregoing, the Stockholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon LossLoss (as defined in SECTION 7.3(h)(v) hereof). The Stockholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock from the Escrow Fund equal to the amount of Losses claimed in any Officer’s 's Certificate in respect of any Agreed-Upon Loss upon receipt of such Officer’s 's Certificate without regard to the thirty (30) day period set forth in this Section 7.4(gSECTION 7.3(g).

Objections to Claims against the Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. 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 Stockholder RepresentativeRepresentative (and the Indemnifying Party in the event that indemnification is being sought hereunder directly from such Indemnifying Party), and for Parent shall also deliver to the Escrow Agent written proof of delivery to the Stockholder Representative of a copy of such Officer’s Certificate (which proof may consist of, among other things, a photocopy of the registered or certified mail or overnight courier receipt or the signed receipt if delivered by hand). For a period of thirty (30) 30 days after the Claim DateEscrow Agent’s receipt of such proof of delivery to the Stockholder Representative, the Escrow Agent shall make no delivery to Parent of any Escrow Amount pursuant to Section 7.4(f8.4(g) hereof (other than Agreed-Upon Losses as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such thirty (30) 30 day period, subject to the limitations set forth in Section 8.4(g) hereof, the Escrow Agent shall make delivery by wire transfer to an account or accounts designated by Parent in the Officer’s Certificate an amount of shares of Parent Common Stock cash from the Escrow Fund equal to the amount of Losses already incurred or sustained by Parent and claimed in the Officer’s Certificate, and the Escrow Agent shall make similar delivery of an amount of cash from the Escrow Fund equal to the amount of anticipated Losses claimed in the Officer’s Certificate (as calculated based on the Parent Trading Price)once such anticipated Losses are actually incurred or sustained by Parent; provided, provided however, that no such payment or delivery may be made if the Stockholder Representative shall object in a written statement to either the claim made in the Officer’s Certificate or the amount of Losses, whether actual or anticipated, claimed thereunder (an “Objection Notice”) provided further that), to be effective, and such Objection Notice must (i) be shall have been delivered to the Indemnified Party (and, in the case of a claim for recourse against the Escrow Fund, Agent prior to the Escrow Agent) prior to midnight (California time) on the 30th day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. Notwithstanding the foregoing, the Stockholder Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Stockholder Representative hereby authorizes the Escrow Agent to deliver shares of Parent Common Stock from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt expiration of such Officer’s Certificate without regard to the thirty (30) 30 day period set forth in this Section 7.4(g)period.