Common use of Period for Claims Against Escrow Fund Clause in Contracts

Period for Claims Against Escrow Fund. (a) Except as expressly set forth in this Section 9.4, the Claims Period for Indemnifiable Damages shall commence at the Closing and terminate on the first Business Day after the date that is [***] months following the Closing Date (the “General Escrow Period”). The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with any failure of any of the representations and warranties contained in Section 2.11 (Intellectual Property) to be true and correct, shall commence at the Closing and terminate the day after the date that is [***] months following the Closing Date. The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary, and (ii) any failure of any of the representations and warranties contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters) or Section 3.4 (Right to Sell) to be true and correct, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. The Claims Period for Separate Indemnifiable Damages shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations (the “Separate Escrow Period”). Notwithstanding anything to the contrary contained herein, (y) such portion of the General Escrow Fund at the conclusion of the General Escrow Period as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for General Indemnifiable Damages specified in any Officer’s Certificate delivered to the Shareholders’ Agent pursuant to and in accordance with Section 9.5(a) prior to expiration of the General Escrow Period (the “General Unresolved Claims”) shall remain in the General Escrow Fund until such claims for General Indemnifiable Damages have been resolved or satisfied and (z) such portion of the Separate Escrow Fund at the conclusion of the applicable statute of limitations as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Separate Indemnifiable Damages (the “Separate Unresolved Claims”) shall remain in the Separate Escrow Fund until such claims for Separate Indemnifiable Damages have been resolved or satisfied. The availability of the Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification which any Closing Company Shareholder may have in his or her capacity as an officer, director, employee, or agent of the Company and no such Closing Company Shareholder will be entitled to any indemnification from the Company as wholly-owned by the Acquiror for amounts required to be paid for indemnification by such Closing Company Shareholder under this Article IX. The General Escrow Fund, less the amount of any claims made or paid for General Indemnifiable Damages during the General Escrow Period pursuant to the provisions of this Article IX and less the amount of any General Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the General Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. The Separate Escrow Fund, less the amount of any claims made or paid for Separate Indemnifiable Damages during the Separate Escrow Period pursuant to the provisions of this Article IX and less the amount of any Separate Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the Separate Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. ***Confidential Treatment Requested.

Period for Claims Against Escrow Fund. (a) Except as expressly set forth in this Section 9.4below, the Claims Period period during which claims for Indemnifiable Damages shall commence at the Closing and terminate on the first Business Day after the date that is [***] months following the Closing Date may be made (the “General Escrow Claims Period”). The Claims Period ) against the Escrow Fund for General Indemnifiable Damages arising out of, resulting from or in connection with any failure of any of the representations and warranties contained in Section 2.11 (Intellectual Property) to be true and correct, Non-Special Claims shall commence at the Closing and terminate the day after the date that is [***] 18 months following the Closing DateDate (the “Escrow Period”). The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary, and (ii) any failure of any of the representations and warranties contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters) or Section 3.4 (Right to Sell) to be true and correct, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. The Special Claims Period for Separate Indemnifiable Damages shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations for such claim (the applicable time period specified in this sentence being the “Separate Escrow Special Claims Period”). Notwithstanding anything contained herein to the contrary contained hereincontrary, (y) such portion of the General Escrow Fund at the conclusion of the General Escrow Period as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for General Indemnifiable Damages specified in any Officer’s Certificate (as defined in Section 8.5) delivered to the ShareholdersStockholders’ Agent pursuant to and in accordance with Section 9.5(a) prior to expiration of the General Escrow Period (the “General Unresolved Claims”) shall remain in the General Escrow Fund until such claims for General Indemnifiable Damages have been resolved or satisfied and (z) such portion of the Separate Escrow Fund at the conclusion of the applicable statute of limitations as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Separate Indemnifiable Damages (the “Separate Unresolved Claims”) shall remain in the Separate Escrow Fund until such claims for Separate Indemnifiable Damages have been resolved or satisfied. The remainder of the Escrow Fund, if any, shall be distributed to the Effective Time Holders promptly (and in any event within ten Business Days) after the expiration of the Escrow Period. In such event, each Effective Time Holder will be entitled to receive such Effective Time Holder’s Pro Rata Share of the assets in the Escrow Fund being distributed. The availability of the Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification which any Closing Company Shareholder Effective Time Holder may have in his or her capacity as an officer, director, employee, or agent of the Company and no such Closing Company Shareholder Effective Time Holder will be entitled to any indemnification from the Company as wholly-owned by or the Acquiror Surviving Entity for amounts required to be paid for indemnification by such Closing Company Shareholder under this Article IX. The General Escrow Fund, less the amount of any claims made or paid for General Indemnifiable Damages during the General Escrow Period pursuant to the provisions of this Article IX and less the amount of any General Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the General Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. The Separate Escrow Fund, less the amount of any claims made or paid for Separate Indemnifiable Damages during the Separate Escrow Period pursuant to the provisions of this Article IX and less the amount of any Separate Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the Separate Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. ***Confidential Treatment RequestedVIII.

Period for Claims Against Escrow Fund. (a) Except as expressly set forth in this Section 9.4, the Claims Period The period during which indemnification claims for Indemnifiable Damages may be made (the “Claims Period”) shall commence at the Closing and terminate on the first Business Day after the date that is [***] 12 months following the Closing Date (the “General Escrow Period”). The , provided, however, that the Claims Period for General Indemnifiable Damages arising out of, pursuant to Section 9.2 (i) resulting from or in connection with any failure of any of the representations and warranties contained in Section 2.11 (Intellectual Property) to be true and correct, shall commence at the Closing and terminate the day after the date that is [***] months following the Closing Date. The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary, and (ii) arising from any failure of any breach of the representations and warranties contained in Section 2.3 3.3 (Capital Structure), Section 2.14 3.4 (TaxesTitle to Interest), 3.5 (Authority; Non-Contravention), Section 2.15 3.12 (Employee Benefit Plans Intellectual Property and Employee MattersInternet Practices) or Section 3.4 3.14 (Right Tax Matters), (iii) arising from any breach of or default in connection with any covenant or agreement to Sellthe extent such covenant or agreement is to survive or be performed also after the Escrow Period (including, without limitation, pursuant to Section 6.4), or (iv) arising pursuant to be true and correcteither of Sections 9.2.3 through 9.2.6, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. The Claims Period for Separate Indemnifiable Damages shall commence at the Closing and terminate upon the date that is 30 days after expiration of the applicable statute of limitations with respect to any theretofore unasserted claims arising out of or otherwise in respect of the items covered by Sections (the “Separate Escrow Period”)i) through (iv) above. Notwithstanding anything contained herein to the contrary contained hereincontrary, (y) such portion of the General Escrow Fund at the conclusion end of the General Escrow Period (in case of Indemnity Escrow) or the Holdback Release Date (in case of Holdback) as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for General Indemnifiable Damages specified in any Officer’s Certificate delivered to the Shareholders’ Agent pursuant to and in accordance with Section 9.5(a) Sellers Representative prior to expiration of the General Escrow Period (the “General Unresolved Claims”) shall remain in the General Escrow Fund until such claims for General Indemnifiable Damages have been resolved or satisfied and (z) such portion of the Separate Escrow Fund at the conclusion of the applicable statute of limitations as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Separate Indemnifiable Damages (the “Separate Unresolved Claims”) shall remain in the Separate Escrow Fund until such claims for Separate Indemnifiable Damages have been resolved or satisfied. The availability remainder of the Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification which any Closing Company Shareholder may have in his or her capacity as an officer, director, employee, or agent of the Company and no such Closing Company Shareholder will be entitled to any indemnification from the Company as wholly-owned by the Acquiror for amounts required to be paid for indemnification by such Closing Company Shareholder under this Article IX. The General Escrow Fund, less the amount of any claims made or paid for General Indemnifiable Damages during the General Escrow Period pursuant to the provisions of this Article IX and less the amount of any General Unresolved Claimsif any, shall be paid to the Closing Company Shareholders within five (5) Business Days Sellers promptly after the expiration Escrow Period (in case of Indemnity Escrow) or the Holdback Release Date (in case of Holdback) in the same allocation as that of the General Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. The Separate Escrow Fund, less the amount of any claims made or paid for Separate Indemnifiable Damages during the Separate Escrow Period pursuant to the provisions of this Article IX and less the amount of any Separate Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the Separate Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. ***Confidential Treatment RequestedPurchase Price.

Period for Claims Against Escrow Fund. (a) Except as expressly set forth in this Section 9.4, the Claims Period for Indemnifiable Damages shall commence at the Closing and terminate on the first Business Day after the date that is [***] months following the Closing Date (the “General Escrow Period”). The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with any failure of any of the representations and warranties contained in Section 2.11 (Intellectual Property) to be true and correct, shall commence at the Closing and terminate the day after the date that is [***] months following the Closing Date. The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary, and (ii) any failure of any of the representations and warranties contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters) or Section 3.4 (Right to Sell) to be true and correct, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. The Claims Period for Separate Indemnifiable Damages shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations (the “Separate Escrow Period”). Notwithstanding anything to the contrary contained herein, (y) such portion of the General Escrow Fund at the conclusion of the General Escrow Period as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for General Indemnifiable Damages specified in any Officer’s Certificate delivered to the Shareholders’ Agent pursuant to and in accordance with Section 9.5(a) prior to expiration of the General Escrow Period (the “General Unresolved Claims”) shall remain in the General Escrow Fund until such claims for General Indemnifiable Damages have been resolved or satisfied and (z) such portion of the Separate Escrow Fund at the conclusion of the applicable statute of limitations as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Separate Indemnifiable Damages (the “Separate Unresolved Claims”) shall remain in the Separate Escrow Fund until such claims for Separate Indemnifiable Damages have been resolved or satisfied. The availability of the Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification which any Closing Company Shareholder may have in his or her capacity as an officer, director, employee, or agent of the Company and no such Closing Company Shareholder will be entitled to any indemnification from the Company as wholly-owned by the Acquiror for amounts required to be paid for indemnification by such Closing Company Shareholder under this Article IX. The General Escrow Fund, less the amount of any claims made or paid for General Indemnifiable Damages during the General Escrow Period pursuant to the provisions of this Article IX and less the amount of any General Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days [***] after the expiration of the General Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. The Separate Escrow Fund, less the amount of any claims made or paid for Separate Indemnifiable Damages during the Separate Escrow Period pursuant to the provisions of this Article IX and less the amount of any Separate Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days [***] after the expiration of the Separate Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. ***Confidential Treatment Requested.

Period for Claims Against Escrow Fund. (a) Except for Third-Party Claims and except as expressly set forth in this Section 9.48.6 and in the case of claims alleging fraud by or on behalf of any Person, the Claims Period period during which claims for Indemnifiable Damages shall commence at the Closing and terminate on the first Business Day after the date that is [***] months following the Closing Date may be made (the “General Escrow Claims Period”). The Claims Period ) against the Escrow Fund for General Indemnifiable Damages arising out of, resulting from or in connection with any failure of any of the representations and warranties contained in Section 2.11 (Intellectual Property) to be true and correct, shall commence at the Closing and terminate the day after the date that is [***] months following the Closing Date. The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary, matters listed in clauses (i)(A) and (ii) any failure of Section 8.2 (other than with respect to any of the representations Special Representations) shall commence at the Closing and warranties contained terminate at 11:59 p.m. Pacific time on the last date of the Escrow Period, (ii) the matters listed in clauses (i)(A) and (ii) of Section 8.2 with respect to any of the Special Representations (other than Tax Representations and the Employee Benefit Representations), and clause (i)(B) shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations, and (iii) the matters listed in clauses (i) and (ii) of Section 8.2 with respect to any the Tax Representations and the Employee Benefit Representations, and the matters listed in Section 2.3 (Capital Structure8.2(v), Section 2.14 shall commence at the Closing and terminate thirty (Taxes)30) days following the expiration of the applicable statute of limitations. The Claims Period for Indemnifiable Damages arising out of, Section 2.15 (Employee Benefit Plans and Employee Matters) resulting from or Section 3.4 (Right to Sell) to be true and correct, in connection with all other claims shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. The Claims Period for Separate Indemnifiable Damages shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations (the “Separate Escrow Period”). Notwithstanding anything to the contrary contained herein, (y) such portion of the General Indemnity Escrow Fund at the conclusion of the General Indemnity Escrow Period as in the reasonable judgment of Acquiror Acquirer may be necessary to satisfy any unresolved or unsatisfied claims for General Indemnifiable Damages specified in any Officer’s Claim Certificate delivered to the ShareholdersStockholders’ Agent pursuant to and in accordance with Section 9.5(a) prior to the expiration of the General Escrow Period (the “General Unresolved Claims”) shall remain in the General Indemnity Escrow Fund until such claims for General Indemnifiable Damages have been resolved or satisfied and (z) such portion of the Separate Escrow Fund at the conclusion of the applicable statute of limitations as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Separate Indemnifiable Damages (the “Separate Unresolved Claims”) shall remain in the Separate Escrow Fund until such claims for Separate Indemnifiable Damages have been resolved or satisfied. The availability of the Indemnity Escrow Fund to indemnify the Indemnified Persons Acquirer will be determined without regard to any right to indemnification which that any Closing Company Shareholder Stockholder may have in his or her capacity as an officer, directormanager, employee, employee or agent of the Company and no such Closing Company Shareholder Stockholder will be entitled to any indemnification from the Company as wholly-owned by Company, the Acquiror Surviving Corporation or the Surviving Corporation for amounts required to be paid for indemnification by such Closing Company Shareholder under this Article IX. The General Escrow Fund, less the amount of any claims made or paid for General Indemnifiable Damages during the General Escrow Period pursuant to the provisions of this Article IX and less the amount of any General Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the General Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. The Separate Escrow Fund, less the amount of any claims made or paid for Separate Indemnifiable Damages during the Separate Escrow Period pursuant to the provisions of this Article IX and less the amount of any Separate Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the Separate Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. ***Confidential Treatment Requested8.

Period for Claims Against Escrow Fund. (a) Except as expressly set forth in this Section 9.49.04, the Claims Period period during which claims for Indemnifiable Damages shall commence at the Closing and terminate on the first Business Day after the date that is [***] months following the Closing Date may be made (the “General Escrow Claims Period”). The Claims Period ) for General Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in Section 9.02(a)(i) and (ii) (other than in connection with any failure inaccuracy or breach of any of the representations and warranties contained in Section 2.11 (Intellectual PropertyFundamental Representations) to be true and correct, shall commence at the Closing and terminate the day after the date that is [***] six (6) months following the Closing DateDate (the “Escrow Period”). The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary, and (ii) any failure of any of the representations and warranties contained matters listed in Section 2.3 9.02(b)(ii) (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Mattersbreaches of covenants) or Section 3.4 (Right to Sell) to be true and correct, shall commence at the Closing and terminate upon the expiration of day after the applicable statute of limitationsdate that is two (2) years from the Closing. The Claims Period for Separate Indemnifiable Damages Fundamental Claims shall commence at the Closing and terminate upon on the date that is sixty (60) days following the expiration of the applicable statute of limitations for such Fundamental Claim (the “Separate Escrow Fundamental Claims Period”). Notwithstanding anything to the contrary contained herein, (y) such portion of the General Escrow Fund at the conclusion of the General Escrow Period as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for General Indemnifiable Damages specified in any Officer’s Certificate delivered to the ShareholdersHolders’ Agent pursuant to and in accordance with Section 9.5(a) prior to expiration of the General Escrow Period (the “General Unresolved Claims”) shall remain in the General Escrow Fund until such claims for General Indemnifiable Damages have been resolved or satisfied and (z) such portion of the Separate Escrow Fund at the conclusion of the applicable statute of limitations as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Separate Indemnifiable Damages (the “Separate Unresolved Claims”) shall remain in the Separate Escrow Fund until such claims for Separate Indemnifiable Damages have been resolved or satisfied. The remainder of the Escrow Fund, if any, shall be issued to Xxxxx promptly after the expiration of the Escrow Period. The availability of the Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification which any Closing Company Shareholder that the Effective Time Holders may have in his or her their capacity as an officer, director, employee, employee or agent of the Company and no such Closing Company Shareholder the Effective Time Holders will not be entitled to any indemnification from the Company as wholly-owned by or the Acquiror Surviving Company for amounts required to be paid for indemnification by such Closing Company Shareholder under this Article IX. The General Escrow Fund, less the amount of any claims made or paid for General Indemnifiable Damages during the General Escrow Period pursuant to the provisions of this Article IX and less the amount of any General Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the General Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. The Separate Escrow Fund, less the amount of any claims made or paid for Separate Indemnifiable Damages during the Separate Escrow Period pursuant to the provisions of this Article IX and less the amount of any Separate Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the Separate Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. ***Confidential Treatment Requested9.

Period for Claims Against Escrow Fund. (a) Except as expressly set forth in this Section 9.4, the Claims Period for Indemnifiable Damages shall commence at the Closing and terminate on the first Business Day after the date that is [***] months following the Closing Date (the “General Escrow Period”). The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with any failure of any of the representations and warranties contained in Section 2.11 (Intellectual Property) to be true and correct, shall commence at the Closing and terminate the day after the date that is [***] months following the Closing Date. The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary, and (ii) any failure of any of the representations and warranties contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters) or Section 3.4 (Right to Sell) to be true and correct, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. The Claims Period for Separate Indemnifiable Damages shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations (the “Separate Escrow Period”). Notwithstanding anything to the contrary contained herein, (y) such portion of the General Escrow Fund at the conclusion of the General Escrow Period as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for General Indemnifiable Damages specified in any Officer’s Certificate delivered to the Shareholders’ Agent pursuant to and in accordance with Section 9.5(a) prior to expiration of the General Escrow Period (the “General Unresolved Claims”) shall remain in the General Escrow Fund until such claims for General Indemnifiable Damages have been resolved or satisfied and (z) such portion of the Separate Escrow Fund at the conclusion of the applicable statute of limitations as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Separate Indemnifiable Damages (the “Separate Unresolved Claims”) shall remain in the Separate Escrow Fund until such claims for Separate Indemnifiable Damages have been resolved or satisfied. The availability of the Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification which any Closing Company Shareholder may have in his or her capacity as an officer, director, employee, or agent of the Company and no such Closing Company Shareholder will be entitled to any indemnification from the Company as wholly-owned by the Acquiror for amounts required to be paid for indemnification by such Closing Company Shareholder under this Article IX. The General Escrow Fund, less the amount of any claims made or paid for General Indemnifiable Damages during the General Escrow Period pursuant to the provisions of this Article IX and less the amount of any General Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the General Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. The Separate Escrow Fund, less the amount of any claims made or paid for Separate Indemnifiable Damages during the Separate Escrow Period pursuant to the provisions of this Article IX and less the amount of any Separate Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the Separate Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. ***Confidential Treatment Requested.. CONFIDENTIAL

Period for Claims Against Escrow Fund. (a) Except as expressly set forth in this Section 9.4, the Claims Period The period during which indemnification claims for Indemnifiable Damages may be made (the “Claims Period”) shall commence at the Closing and terminate on the first Business Day after the date that is [***] 12 months following the Closing Date (the “General Escrow Period”). The , provided, however, that the Claims Period for General Indemnifiable Damages arising out of, pursuant to Section 9.2 (i) resulting from or in connection with any failure of any of the representations and warranties contained in Section 2.11 (Intellectual Property) to be true and correct, shall commence at the Closing and terminate the day after the date that is [***] months following the Closing Date. The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary, and (ii) arising from any failure of any breach of the representations and warranties contained in Section 2.3 3.3 (Capital Structure), Section 2.14 3.4 (TaxesTitle to Interest), 3.5 (Authority; Non-Contravention), Section 2.15 3.12 (Employee Benefit Plans Intellectual Property and Employee MattersInternet Practices) or Section 3.4 3.14 (Right Tax Matters), (iii) arising from any breach of or default in connection with any covenant or agreement to Sellthe extent such covenant or agreement is to survive or be performed also after the Escrow Period (including, without limitation, pursuant to Section 6.4), or (iv) arising pursuant to be true and correcteither of Sections 9.2.3 through 9.2.6, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. The Claims Period for Separate Indemnifiable Damages shall commence at the Closing and terminate upon the date that is 30 days after expiration of the applicable statute of limitations with respect to any theretofore unasserted claims arising out of or otherwise in respect of the items covered by Sections (the “Separate Escrow Period”)i) through (iv) above. Notwithstanding anything contained herein to the contrary contained hereincontrary, (y) such portion of the General Escrow Fund at the conclusion of the General Escrow Period as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for General Indemnifiable Damages specified in any Officer’s Certificate delivered to the Shareholders’ Agent pursuant to and in accordance with Section 9.5(a) Sellers Representative prior to expiration of the General Escrow Period (the “General Unresolved Claims”) shall remain in the General Escrow Fund until such claims for General Indemnifiable Damages have been resolved or satisfied and (z) such portion of the Separate Escrow Fund at the conclusion of the applicable statute of limitations as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Separate Indemnifiable Damages (the “Separate Unresolved Claims”) shall remain in the Separate Escrow Fund until such claims for Separate Indemnifiable Damages have been resolved or satisfied. The availability remainder of the Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification which any Closing Company Shareholder may have in his or her capacity as an officer, director, employee, or agent of the Company and no such Closing Company Shareholder will be entitled to any indemnification from the Company as wholly-owned by the Acquiror for amounts required to be paid for indemnification by such Closing Company Shareholder under this Article IX. The General Escrow Fund, less the amount of any claims made or paid for General Indemnifiable Damages during the General Escrow Period pursuant to the provisions of this Article IX and less the amount of any General Unresolved Claimsif any, shall be paid to the Closing Company Shareholders within five (5) Business Days Sellers promptly after the expiration of the General Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. The Separate Escrow Fund, less the amount of any claims made or paid for Separate Indemnifiable Damages during the Separate Escrow Period pursuant to the provisions of this Article IX and less the amount of any Separate Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration same allocation as that of the Separate Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share. ***Confidential Treatment RequestedPurchase Price.