Common use of Release of Escrow Fund Clause in Contracts

Release of Escrow Fund. Subject to the following requirements, the ---------------------- Escrow Fund shall remain in existence from the Closing Date until one year from the Closing Date (the "Escrow Period"). Upon the expiration of the Escrow ------------- Period, the Escrow Fund shall terminate with respect to all Escrow Shares then remaining in the Escrow Fund, and all such Escrow Shares shall be delivered to Seller Stockholders; provided, however, that a number of Escrow Shares, which, in the reasonable judgment of Buyer, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the end of the Escrow Period shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Buyer agrees to notify Escrow Agent in writing of the expiration of the Escrow Period. As soon as all such claims have been resolved and upon receipt of joint written instructions from Seller's Representative and Buyer, Escrow Agent shall deliver to Seller all Escrow Shares then remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares and other property to Seller Stockholders pursuant to this Section 6 shall be made in accordance with each Seller Stockholder's proportionate interest in the Escrow Shares and in accordance with the address provided on Exhibit A hereto.

Release of Escrow Fund. Subject to the following requirements, the ---------------------- Escrow Fund then held by the Escrow Agent shall remain in existence from be released by the Closing Date until one year from Escrow Agent to the former holders of Company Common Stock at 5:00 p.m., local time at Parent's headquarters, on the twelve (12) month anniversary of the Closing Date (the "Escrow PeriodRelease Date"). Upon the expiration of the Escrow ------------- Period, the Escrow Fund shall terminate with respect to all Escrow Shares then remaining in the Escrow Fund, and all such Escrow Shares shall be delivered to Seller Stockholders; provided, however, that a number of Escrow Shares, the escrow period shall not terminate with respect to any amount which, in the reasonable judgment of BuyerParent, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate Notice of Claim theretofore delivered to the Escrow Agent and the Stockholder Representative prior to the expiration of such Escrow Period Release Date with respect to facts and circumstances existing on or prior to the end of Release Date ("Unresolved Claims"). On the Escrow Period shall remain in Release Date, the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Buyer agrees to notify Escrow Agent in writing of the expiration of the Escrow Period. As soon as all such claims have been resolved and upon receipt of joint written instructions from Seller's Representative and Buyer, Escrow Agent shall deliver the entire remaining portion of the Escrow Fund other than amounts set forth in any such pending Notices of Claim to Seller all Escrow Shares then satisfy any Unresolved Claims, as described above, in the following manner: (i) first, to the Stockholder Representative for any Stockholder Representative Expenses, and, if there is any amount remaining in the Escrow Fund after accounting for amounts reserved for Unresolved Claims, and not (ii) then to the former holders of Company Common Stock in proportion to their respective Pro Rata Share of the remaining Escrow Fund. Thereafter, as soon as any such Unresolved Claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, no longer required to satisfy such claims. Deliveries of Escrow Shares and other property to Seller Stockholders pursuant to this Section 6 shall be made in accordance with each Seller Stockholder's proportionate interest previously Unresolved Claims in the Escrow Shares and manner set forth in accordance with the address provided on Exhibit A heretopreceding sentence.

Release of Escrow Fund. Subject to (a) To the following requirementsextent that there (i) are no outstanding claims against the Seller Escrow Fund, or (ii) are claims outstanding against the ---------------------- Seller Escrow Fund, that, together with the reasonably anticipatable fees and expenses of resolving such claims, are in aggregate less than the balance of the Seller Escrow Fund shall remain in existence from on the Closing Date until one year from the Closing respective Escrow Release Date (the "“Available Excess to Seller”), then on such Escrow Period"Release Date, the balance of the Seller Escrow Fund (in the event of subsection (i)) or the Available Excess to Seller (in the event of subsection (ii)) shall be promptly released and delivered to the Seller for further distribution to the Seller. Upon Thereafter, upon final settlement of all claims made against the Seller Escrow Fund, any such excess then remaining in the Seller Escrow Fund, together with any earnings thereon, shall be promptly released to the Seller. Buyer hereby agrees that it shall, together with the Seller, provide instructions to the Escrow Agent (x) to release the balance of the Seller Escrow Fund or the Available Excess to Seller, as applicable, and to (y) release any excess remaining in the Seller Escrow Fund upon final settlement of all claims made against the Seller Escrow Fund, each in accordance with this Section 9.10(a) and the Escrow Agreement. Any portion of the Escrow Fund remaining, following satisfaction of all indemnity claims, shall be distributed upon the expiration of the Escrow ------------- Period, the Escrow Fund shall terminate with respect to all Escrow Shares then remaining in the Escrow Fund, and all such Escrow Shares shall be delivered to Seller Stockholders; provided, however, that a number of Escrow Shares, which, in the reasonable judgment of Buyer, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the end of the Escrow Period shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Buyer agrees to notify Escrow Agent in writing of the expiration of the Escrow Period. As soon as all such claims have been resolved and upon receipt of joint written instructions from Seller's Representative and Buyer, Escrow Agent shall deliver to Seller all Escrow Shares then remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares and other property to Seller Stockholders pursuant to this Section 6 shall be made in accordance with each Seller Stockholder's proportionate interest in the Escrow Shares and in accordance with the address provided on Exhibit A heretoescrow period.

Release of Escrow Fund. Acquiror agrees xx notify the Escrow Agent in writing of the expiration of the Escrow Period. Subject to the following requirementsprovisions of this Section 5, the ---------------------- Escrow Fund shall remain in existence from during the Closing Date until one year from the Closing Date (the "Escrow Period"). Upon the expiration of the Escrow ------------- Period, the Escrow Fund shall terminate with respect to all Escrow Shares and Escrow Notes then remaining in the Escrow Fund, Fund and the Escrow Agent shall deliver all such Escrow Shares shall be delivered and Escrow Notes to Seller the REBA Stockholders; provided, however, that a the number of Escrow Shares, whichSharex xxd Escrow Notes that, in the reasonable judgment of BuyerAcquiror, subject to the objection of the REBA Stockholders' Agent and the subsequent negotiation and arbitratixx xf the matter in accordance with Section 4 hereof, is necessary to satisfy any unsatisfied claims claim for Damages specified in any Officer's Certificate delivered to the Escrow Agent as specified in Section 4 hereof prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the end of the Escrow Period Termination Date shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Buyer agrees to notify Escrow Agent in writing of the expiration of the Escrow Period. As soon as all such claims have been resolved and upon receipt of joint written instructions from Seller's Representative and Buyerresolved, the Escrow Agent shall deliver to Seller the REBA Stockholders all Escrow Shares and Escrow Notes then remaining in the ix xxe Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares and Escrow Notes and other property to Seller the REBA Stockholders pursuant to this Section 6 5 shall be made in accordance accordaxxx with each Seller Stockholder's proportionate interest in Section 8 of the Escrow Shares and in accordance with the address provided on Exhibit A heretoMerger Agreement.

Release of Escrow Fund. Subject to the following requirements, the ---------------------- Escrow Fund shall remain in existence from the Closing Date until one year from the Closing Date July 14, 2002 (the "Escrow Period"). Upon the expiration of the Escrow ------------- Period, the Escrow Fund shall terminate with respect to all Escrow Cash and Escrow Shares then remaining in the Escrow Fund, and all such Escrow Cash and Escrow Shares shall be delivered to Seller Stockholderseach Company Shareholder in accordance with its Proportionate Interest, provided, that Escrow Agent has received written payment instructions for such payments from the Company Shareholder entitled thereto; provided, however, that a number an amount of Escrow Cash and/or Escrow Shares, which, in the reasonable judgment of BuyerParent, subject to the objection of the Shareholder Representative and the subsequent negotiation and arbitration of the matter in the manner provided in Section 4 hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the end of the Escrow Period July 14, 2002 shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Buyer Parent agrees to notify Escrow Agent in writing of the expiration of the Escrow Period. As soon as all such claims have been resolved and upon receipt of joint written instructions from Seller's Representative and Buyerresolved, Escrow Agent shall deliver to Seller the Company Shareholders all Escrow Cash, Escrow Shares and other property then remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Cash, Escrow Shares and other property to Seller Stockholders the Company Shareholders pursuant to this Section 6 5 shall be made in accordance with each Seller StockholderCompany Shareholder's proportionate interest Proportionate Interest in the Escrow Shares Cash and in accordance with the address provided on Exhibit A heretoEscrow Shares.

Release of Escrow Fund. Subject to the following requirements, the ---------------------- Escrow Fund shall remain in existence from the Closing Date Effective Time until one (1) year from the Closing Date date hereof (the "Escrow Period"). Upon the expiration of the Escrow ------------- Period, the Escrow Fund shall terminate with respect to all Escrow Shares then remaining in the Escrow Fund, and all such Escrow Shares shall be delivered to Seller Target Stockholders; provided, however, that a number of Escrow Shares, which, in the reasonable judgment of BuyerAcquiror, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to one (1) year from the end of the Escrow Period date hereof shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Buyer Acquiror agrees to notify Escrow Agent in writing of the expiration of the Escrow Period. As soon as all such claims have been resolved and upon receipt of joint written instructions from Seller's Representative and Buyerresolved, Escrow Agent shall deliver to Seller Target Stockholders all Escrow Shares and other property then remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares and other property to Seller Target Stockholders pursuant to this Section 6 shall be made in accordance with each Seller Target Stockholder's proportionate interest in the Escrow Shares and in accordance with the address provided on Exhibit A heretoShares.

Release of Escrow Fund. Subject to the following requirementsprovisions of this Section 6, the ---------------------- Escrow Fund shall remain in existence from during the Closing Date until one year from the Closing Date (the "Escrow Period"). Upon the expiration of the Escrow ------------- Period, the Escrow Fund shall terminate with respect to all Escrow Cash and/or Escrow Shares then remaining in the Escrow Fund, Fund and the Escrow Agent shall deliver all such Escrow Cash and/or Escrow Shares to the Stockholders in such proportionate amounts as shall be delivered set forth in a writing from the Stockholders' Agent to Seller Stockholdersthe Escrow Agent; provided, however, that a the amount of Escrow Cash and/or number of Escrow Shares, whichShares that, in the reasonable judgment judgement of BuyerBSQUARE, subject to the objection of the Stockholders' Agent and the subsequent negotiation and arbitration of the matter in accordance with Section 4(d) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the end expiration of the Escrow Period shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Buyer BSQUARE agrees to notify Escrow Agent in writing of the expiration of the Escrow Period. As soon as all such claims have been resolved or the maximum amount associated with such claims has been agreed to by the Stockholders' Agent and upon receipt of joint written instructions from Seller's Representative and BuyerBSQUARE, the Escrow Agent shall deliver to Seller the Stockholders, in the amounts as set forth in a writing from BSQUARE to the Escrow Agent, all Escrow Cash and/or Escrow Shares and other property then remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Cash and Escrow Shares and other property to Seller the Stockholders pursuant to this Section 6 shall be made in accordance with each Seller Stockholder's proportionate interest in the Escrow Shares and in accordance with the address provided on Exhibit A heretotherein.

Release of Escrow Fund. Subject to the following requirementsprovisions of Section 9.1, the ---------------------- Escrow Fund then held by the Escrow Agent shall remain in existence from be released by the Closing Date until one Escrow Agent to the Shareholders at 5:00 p.m., local time at Parent’s headquarters, on the first year from anniversary of the Closing Date (the "“Escrow Period"Termination Date”). Upon the expiration of the Escrow ------------- Period, the Escrow Fund shall terminate with respect to all Escrow Shares then remaining in the Escrow Fund, and all such Escrow Shares shall be delivered to Seller Stockholders; provided, however, that a number of Escrow Shares, the escrow period shall not terminate with respect to any amount which, in the reasonable judgment of BuyerParent, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate Notice of Claim theretofore delivered to the Escrow Agent and, in the case of claims made pursuant to Section 9.2(a), the Shareholder Representative, prior to the expiration of such Escrow Period Termination Date with respect to facts and circumstances existing on or prior to the end of Escrow Termination Date and unresolved prior to the Escrow Period Termination Date (“Unresolved Claims”). On the Escrow Termination Date, the Escrow Agent shall remain in deliver the entire remaining portion of the Escrow Fund (other than amounts set forth in any such pending Notices of Claim to satisfy any Unresolved Claims), as described above, in the following manner: (i) first, to the Shareholder Representative for any Shareholder Representative Expenses, and (ii) then to the Shareholders in proportion to their respective Pro Rata Portions of the remaining portion of the Escrow Fund shall remain in existence) until Fund. Thereafter, as soon as any such claims Unresolved Claims have been resolved; provided further, that Buyer agrees to notify Escrow Agent in writing of the expiration of the Escrow Period. As soon as all such claims have been resolved and upon receipt of joint written instructions from Seller's Representative and Buyer, Escrow Agent shall deliver to Seller all Escrow Shares then the remaining in portion of the Escrow Fund and not Fund, if any, no longer required to satisfy such claims. Deliveries of Escrow Shares and other property to Seller Stockholders pursuant to this Section 6 shall be made in accordance with each Seller Stockholder's proportionate interest previously Unresolved Claims in the Escrow Shares and manner set forth in accordance with the address provided on Exhibit A heretopreceding sentence.