Common use of Termination and Distribution of Escrow Fund Clause in Contracts

Termination and Distribution of Escrow Fund. The Escrow shall terminate on December 31, 2005; PROVIDED HOWEVER, that such portion of the Stockholder Escrow, which, in the reasonable judgment of Acquiror, subject to the objection of the Transferor and the subsequent arbitration of the matter in the manner provided in Section 11.2(i) hereof, is necessary to satisfy any identified but unsatisfied Losses specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Stockholder Escrow, shall remain in the Stockholder Escrow (and the Stockholder Escrow shall remain in existence) until the earlier of (i) the expiration of the statute of limitations applicable to such claims or (ii) the resolution of such claims. As soon as all such claims have been resolved or the statute of limitations has expired, the Escrow Agent shall deliver to the appropriate security holders of Transferor the remaining portion of the Stockholder Escrow not required to satisfy such claims. Deliveries of Escrow Amounts to the Transferor's stockholders pursuant to this Section 11.2(c) shall be made according to each stockholder's Proportionate Escrow Interest as certified to the Escrow Agent by the Transferor Stockholder Agent.

Termination and Distribution of Escrow Fund. The On June 30, 2001, the Escrow shall terminate on December 31terminate; PROVIDED, 2005; PROVIDED HOWEVER, that such portion of the Stockholder Escrow, which, in the reasonable judgment of AcquirorParent, subject to the objection of the Transferor Company Stockholder Agent and the subsequent arbitration of the matter in the manner provided in Section 11.2(i4.2(i) hereof, is necessary to satisfy any identified but unsatisfied Losses specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Stockholder Escrow, shall remain in the Stockholder Escrow (and the Stockholder Escrow shall remain in existence) until the earlier of (i) the expiration of the statute of limitations applicable to such claims or (ii) the resolution of such claims. As soon as all such claims have been resolved or the statute of limitations has expired, the Escrow Agent shall deliver to the appropriate security holders of Transferor Company the remaining portion of the Stockholder Escrow not required to satisfy such claims. Deliveries of Escrow Amounts to the Transferor's stockholders Company Stockholders pursuant to this Section 11.2(c4.2(c) shall be made according to each stockholder's Proportionate Escrow Interest as certified to the Escrow Agent by the Transferor Company Stockholder Agent.

Termination and Distribution of Escrow Fund. The On or about June 15, 2000, the Escrow shall terminate as to the Adjustment Portion and on December 31such date the Escrow Agent shall distribute the Adjustment Portion of the Escrow Fund to the Seller or Buyer, 2005; as the case may be, all in accordance with Section 2.6 hereof. The Escrow as to the balance of the Escrow Fund shall terminate on September 30, 2000. PROVIDED HOWEVER, that such portion of the Stockholder Escrow, which, in the reasonable judgment of AcquirorBuyer, subject to the objection of the Transferor Seller Stockholder Agent and the subsequent arbitration of the matter in the manner provided in Section 11.2(i5.2(i) hereof, is necessary to satisfy any identified but unsatisfied Losses specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Stockholder Escrow, shall remain in the Stockholder Escrow (and the Stockholder Escrow shall remain in existence) until the earlier of (i) the expiration of the statute of limitations applicable to such claims or (ii) the resolution of such claims. As soon as all such claims have been resolved or the statute of limitations has expired, the Escrow Agent shall deliver to the appropriate security holders of Transferor Seller the remaining portion of the Stockholder Escrow not required to satisfy such claims. Deliveries of Escrow Amounts to the TransferorSeller's stockholders pursuant to this Section 11.2(c5.2(c) shall be made according to each stockholder's Proportionate Escrow Interest as certified to the Escrow Agent by the Transferor Seller Stockholder Agent.