Common use of Escrow Period; Distribution upon Termination of Escrow Period Clause in Contracts

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., California time on the date that is fifteen (15) months following the Closing Date, both such dates to be certified to the Escrow Agent in an Officer's Certificate (the "Escrow Period"). That amount of the Escrow Fund that is necessary in the reasonable judgment of EUI, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims (and reasonable legal and other fees) asserted prior to the termination of such Escrow Period as are specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period, may be retained in the Escrow Fund after termination of the Escrow Period. As soon as all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUI, the Escrow Agent shall deliver to the BNI Shareholders the remaining portion of the Escrow Fund that is not required to satisfy such claims and related expenses. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent prior to the termination of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction shall distribute the remainder of the Escrow Fund to the BNI Shareholders in accordance with the provisions of this Section 8.2(b).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date and shall terminate at 5:00 p.m., California time on the date Expiration Date (the “Escrow Period”); provided, however, that is fifteen (15) months following the Closing Date, both such dates to be certified to the Escrow Agent Period shall not terminate with respect to any amount which, in an Officer's Certificate (the "Escrow Period"). That amount of the Escrow Fund that is necessary in the reasonable judgment of EUIParent, subject to the objection of the Securityholder Agent Member Representative and the subsequent arbitration of the matter in the manner provided in Section 8.2(f9.02(f) hereof, is necessary to satisfy any unsatisfied claims (and reasonable legal and other fees) asserted prior to the termination of such Escrow Period as are specified in any Officer's ’s Certificate (as defined in paragraph (d) below) that has been prepared and delivered in good faith to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. On the Expiration Date, may be retained in any amounts as to which the Escrow Fund after termination of Period has expired shall be promptly paid out to the Escrow PeriodMembers. As soon as all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUIresolved, the Escrow Agent shall deliver to the BNI Shareholders Members the remaining portion of the Escrow Fund that is not required to satisfy such claims and related expenses. If no Officer's Certificate pertaining to unsatisfied claims is delivered to including all interest or other income earned by the Escrow Agent prior on the Escrow Fund. Deliveries of Escrow Amounts to the termination of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction Members pursuant to this Section 9.02(c) shall distribute the remainder of the Escrow Fund be paid to the BNI Shareholders Members in accordance with Section 2.03(a)(iii) and the provisions of this Section 8.2(b)payment instructions set forth on Schedule I attached hereto.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to The Escrow Consideration will remain in existence until the following requirementsfirst anniversary of the date hereof (the "ESCROW PERIOD"). At the close of business on the date the Escrow Period terminates (the "TERMINATION DATE"), the Escrow Fund shall be in existence immediately following Period will terminate with respect to all of the Closing and shall terminate at 5:00 p.m.Escrow Consideration; PROVIDED, California time on the date HOWEVER, that is fifteen (15) months following the Closing DateBuyer may, both such dates to be certified by written notice delivered to the Escrow Agent in an Officer's Certificate (and Seller on or before the "Termination Date, direct the Escrow Period"). That amount Agent to retain beyond the Termination Date any portion of the Escrow Fund that Consideration that, in Buyer's reasonable judgment, is necessary in the reasonable judgment of EUI, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims (and reasonable legal and other fees) asserted prior to claim for Buyer Losses arising under the termination of such Escrow Period as are Asset Purchase Agreement specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period, may be retained in the Escrow Fund after termination of the Escrow Period. As soon (as all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUI, the Escrow Agent shall deliver to the BNI Shareholders the remaining portion of the Escrow Fund that is not required to satisfy such claims and related expenses. If no Officer's Certificate pertaining to unsatisfied claims is defined) delivered to the Escrow Agent prior to the Termination Date with respect to facts and circumstances existing prior to the termination of the such Escrow Period, upon termination of until such claims have been resolved; PROVIDED FURTHER, however, that Seller may dispute the amount which Buyer directs the Escrow Period, Agent to retain beyond the Escrow Agent, without further authorization or instruction shall distribute the remainder of the Escrow Fund to the BNI Shareholders Termination Date in accordance with the provisions dispute procedures specified in Sections 5.3 and 6. The notice directing that a portion of this Section 8.2(b)the Escrow Consideration be retained beyond the Termination Date will specify, for each claim then unresolved, the amount that Buyer directs be retained in respect thereof. As soon as any claim for which Escrow Assets have been retained beyond the Termination Date has been finally resolved, the Escrow Agent will deliver to the Seller that portion of the Escrow Assets retained in the Escrow Consideration in respect of such claim and which is not required to satisfy such claim.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m.p.m. (California Time) on July 31, California time on the date that is fifteen (15) months following the Closing Date, both such dates to be certified to the Escrow Agent in an Officer's Certificate 2002 (the "Escrow Period"). That Such amount of the Escrow Fund that is necessary (or some portion thereof) specified in the reasonable judgment of EUIOfficer's Certificate (as hereinafter defined), subject to the objection of the Securityholder Agent a Disputed Claim (as such term is hereinafter defined) and the subsequent arbitration of the matter in the manner provided in Section 8.2(f1.3(f) hereof, to satisfy any unsatisfied claims (Claims for Losses concerning facts and reasonable legal and other fees) asserted circumstances existing prior to the termination of such Escrow Period as are specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period, may be retained in the Escrow Fund after termination of the Escrow Period. As soon as any or all such claims Disputed Claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUIa Memorandum (as hereinafter defined), the Escrow Agent shall instruct the transfer agent of the Escrow Shares to deliver to ** at his address set forth in the BNI Shareholders StarTool Agreement the remaining portion of the Escrow Fund that is not required to satisfy such claims and related expensesClaims. If no Officer's Certificate pertaining to unsatisfied claims Claims for Losses is delivered to the Escrow Agent prior to the termination of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction instruction, shall instruct the transfer agent of the Escrow Shares to distribute the remainder of the Escrow Fund to ** at his address set forth in the BNI Shareholders StarTool Agreement in accordance with the provisions of this Section 8.2(b1.3(b). Deliveries of Escrow Shares to ** pursuant to this Section 1.3(b) shall be made to ** in accordance with the provisions of this Agreement and in a manner consistent with the provisions of Article X of the StarTool Agreement.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., California time on the date that is fifteen (15) months one year following the Closing Date, both such dates to be certified to the Escrow Agent in an Officer's Certificate (the "Escrow Period")) immediately following the Effective Time. That Such amount of the Escrow Fund (or some portion thereof) that is necessary in the reasonable judgment of EUIParent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims (concerning facts and reasonable legal and other fees) asserted circumstances existing prior to the termination of such Escrow Period as are specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period, may be retained in the Escrow Fund after termination of the Escrow Period. As soon as all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUIParent, the Escrow Agent shall deliver to the BNI Shareholders stockholders the remaining portion of the Escrow Fund that is not required to satisfy such claims and related expensesclaims. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent prior to the termination of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction instruction, shall distribute the remainder of the Escrow Fund to the BNI Shareholders stockholders in accordance with the provisions of this Section 8.2(b).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., California New York time on the date that is fifteen (15) months following the Closing Date, both such dates to be certified to the Escrow Agent in an Officer's Certificate Calculation Date (the "Escrow Period"). That Such amount of the Escrow Fund (or some portion thereof) that is ------------- necessary in the reasonable judgment of EUIParent, subject to the objection of the Securityholder Merger Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims (concerning facts and reasonable legal and other fees) asserted circumstances existing prior to the termination of such Escrow Period as are specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period, may be retained in the Escrow Fund after termination of the Escrow Period. As soon as all such claims have been resolved as evidenced by the written memorandum of the Securityholder Merger Agent and EUIParent, the Escrow Agent shall deliver to the BNI Shareholders Trust such portion of the remaining portion balance of the Escrow Fund that is not required to satisfy such claims claims, as certified by the Trustee to represent the portion of the Merger Consideration payable to Delivered Securityholders and related expensesto the Transfer Agent the remaining portion of the Escrow Fund for the benefit of Undelivered Securityholders who are entitled to a portion of the Merger Consideration in such amounts as certified to the Transfer Agent by the Trustee. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent prior to the termination of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction instruction, shall distribute the remainder of the Escrow Fund to as provided in the BNI Shareholders in accordance with the provisions of this Section 8.2(b)previous sentence.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., p.m. (California time Time) on the date that is fifteen (15) months one year following the Closing Date, both such dates to be certified to the Escrow Agent in an Officer's Certificate (the "Escrow PeriodESCROW PERIOD"). That Such amount of the Escrow Fund (or some portion thereof) that is necessary in the reasonable judgment of EUIParent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims (concerning facts and reasonable legal and other fees) asserted circumstances existing prior to the termination of such Escrow Period as are specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period, may be retained in the Escrow Fund after termination of the Escrow Period. As soon as any or all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUIParent, the Escrow Agent shall deliver to the BNI Shareholders Company Stockholders the remaining portion of the Escrow Fund that is not required to satisfy such claims and related expensesclaims. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent prior to the termination of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction instruction, shall distribute the remainder of the Escrow Fund to the BNI Shareholders Company Stockholders in accordance with the provisions of this Section 8.2(b). Deliveries of Escrow Amounts to the Company Stockholders pursuant to this Section 8.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund (as set forth on EXHIBIT K attached hereto).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the General Escrow Fund shall be in existence immediately following the Closing date hereof and shall terminate at 5:00 p.m., p.m. (California time Time) on the date that is fifteen (15) months two years following the Closing Date, both such dates to date hereof (the "GENERAL ESCROW PERIOD"). The Employment Escrow Fund shall be certified to in existence upon deposit with the Escrow Agent in an Officer's Certificate of the Employment Escrow Amount and shall terminate at 5:00 p.m. (California Time) on the date that is 180 days after the date hereof (the "Escrow PeriodEMPLOYMENT ESCROW PERIOD"). That Such amount of the Escrow Fund (or some portion thereof) that is necessary in the reasonable judgment of EUIPeregrine, subject to the objection of the Securityholder Seller Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f1.3(f) hereof, to satisfy any unsatisfied claims (concerning facts and reasonable legal and other fees) asserted circumstances existing prior to the termination of such the applicable Escrow Period as are specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period, may be retained in the applicable Escrow Fund after termination of the such Escrow Period. As soon as any or all such claims have been resolved resolved, as evidenced by the a written memorandum of the Securityholder Seller Agent and EUIPeregrine, the Escrow Agent shall deliver to the BNI Shareholders Sellers the remaining portion of the applicable Escrow Fund that is not required to satisfy such claims and related expensesclaims. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent prior to the termination of the applicable Escrow Period, upon termination of the such Escrow Period, the Escrow Agent, without further authorization or instruction instruction, shall distribute the remainder of the applicable Escrow Fund to the BNI Shareholders Sellers in accordance with the provisions of this Section 8.2(b1.3(a).

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., California local time at Parent’s corporate headquarters in California, on the date that is fifteen ten (1510) months following Business Days after the Closing DateSurvival Date (the “Escrow Period”), both such dates to be certified to and the Escrow Agent shall release the shares in an Officer's Certificate (the "Escrow Period"). That amount of the Escrow Fund that is necessary in and cause the reasonable judgment of EUI, subject shares to be delivered to the objection Stockholders following such termination except as set forth below; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims (and reasonable legal and other fees) asserted prior to the termination of such Escrow Period as are specified in any Officer's ’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Stockholder Representative (or the Stockholder(s) in the event that indemnification is being sought hereunder directly from such Stockholder(s)) prior to termination of such Escrow Period, may be retained in the Escrow Fund after Period termination of date with respect to facts and circumstances existing prior to the Escrow PeriodSurvival Date, and any such amount shall not be distributed to the Stockholders at such time. As soon as all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUIresolved, the Escrow Agent shall deliver to the BNI Shareholders the remaining portion of the Escrow Fund that is Fund, if any, not required to satisfy such claims and related expensesUnresolved Claims. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent prior to the termination Deliveries of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction shall distribute the remainder Amount out of the Escrow Fund to the BNI Shareholders Stockholders pursuant to this Section 7.4(d) shall be made in accordance proportion to their respective Pro Rata Portions of the remaining shares in the Escrow Fund, with the provisions amount delivered to each Stockholder rounded to the nearest whole number of this Section 8.2(b)shares of Parent Common Stock.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall will be in existence immediately following the Closing Effective Time and shall will terminate at 5:00 p.m., California time time, on the date Expiration Date (the “Escrow Period”); provided, however that is fifteen (15) months following the Closing Date, both such dates to be certified to the Escrow Agent Period will not terminate, and there shall remain in an Officer's Certificate (the "Escrow Period"). That amount of the Escrow Fund that after the Escrow Period (i) such amount as is necessary in the reasonable judgment of EUI, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims (Losses concerning facts and reasonable legal and other fees) asserted circumstances existing prior to the termination of such Escrow Period as are Expiration Date specified in any Officer's ’s Certificate (as hereinafter defined) delivered to the Escrow Agent and Securityholders Agent prior to termination of the Expiration Date, (ii) such Escrow Period, amount as Parent believes may be retained in the Escrow Fund after termination of the Escrow Period. As soon as all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUI, the Escrow Agent shall deliver to the BNI Shareholders the remaining portion of the Escrow Fund that is not required necessary to satisfy such claims and related expenses. If no Existing Claims, specified in an Officer's ’s Certificate pertaining to unsatisfied claims is delivered by Parent to the Escrow Agent prior to the termination of Expiration Date, if such Existing Claims are not resolved by a final, binding and non-appealable arbitral or judicial determination or settlement, and (iii) $900,000, or such lesser amount remaining in the Escrow Period, upon termination of Fund after amounts are withdrawn to satisfy claims on the Escrow PeriodFund, the Escrow Agent, without further authorization or instruction shall distribute the remainder of remain in the Escrow Fund to satisfy any tax related matters, including, but not limited to, liabilities for back property taxes, sales taxes, federal and state employment related taxes and federal and state income taxes accrued prior to the BNI Shareholders Closing or as a result of actions that occurred prior to the Closing, as well as related interest, penalties and tax preparer fees (all such items covered by this clause (iii), collectively, “Tax Liabilities”). The types of claims specified in accordance with clauses (i), (ii) and (iii) in the provisions of this Section 8.2(b)preceding sentence for which amounts will remain in the Escrow Fund after the Escrow Period are referred to collectively as “Surviving Escrow Claims.”

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., California time Pacific time, on the date that is fifteen one (151) months following Business Day after the Closing DateSurvival Date (the “Escrow Period”), both such dates to be certified to and the Escrow Agent shall distribute the funds in an Officer's Certificate (the "Escrow Period"). That amount of the Escrow Fund that is necessary in the reasonable judgment of EUI, subject to the objection Shareholders following such termination except as set forth below; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims (and reasonable legal and other fees) asserted prior to the termination of such Escrow Period as are specified in any Officer's ’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative (or the Shareholder(s) in the event that indemnification is being sought hereunder directly from such Shareholder(s)) prior to termination of such Escrow Period, may be retained in the Escrow Fund after Period termination of date with respect to facts and circumstances existing prior to the Escrow PeriodSurvival Date, and any such amount shall not be distributed to the Shareholders at such time. As soon as all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUIresolved, the Escrow Agent shall deliver to the BNI Shareholders the remaining portion of the Escrow Fund that is Fund, if any, not required to satisfy such claims and related expensesUnresolved Claims. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent prior to the termination Deliveries of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction shall distribute the remainder Amount out of the Escrow Fund to the BNI Shareholders pursuant to this Section 7.4(d) shall be made in accordance proportion to their respective Pro Rata Escrow Portions of the remaining amounts in the Escrow Fund, with the provisions of this Section 8.2(bamount delivered to each Shareholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., California local time at Parent’s corporate headquarters in California, on the date that is fifteen thirty (1530) months following days after the Closing DateSurvival Date (the “Escrow Period”), both such dates to be certified to and the Escrow Agent shall distribute the funds in an Officer's Certificate (the "Escrow Period"). That amount of the Escrow Fund that is necessary in the reasonable judgment of EUI, subject to the objection Securityholders following such termination except as set forth below; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims (and reasonable legal and other fees) asserted prior to the termination of such Escrow Period as are specified in any Officer's ’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative (or the Securityholder(s) in the event that indemnification is being sought hereunder directly from such Securityholder(s)) prior to termination of such Escrow Period, may be retained in the Escrow Fund after Period termination of date with respect to facts and circumstances existing prior to the Escrow PeriodSurvival Date, and any such amount shall not be distributed to the Securityholders at such time. As soon as all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUIresolved, the Escrow Agent shall deliver to the BNI Shareholders Securityholders the remaining portion of the Escrow Fund that is Fund, if any, not required to satisfy such claims and related expensesUnresolved Claims. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent prior to the termination Deliveries of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction shall distribute the remainder Amount out of the Escrow Fund to the BNI Shareholders Securityholders pursuant to this Section 7.4(d) shall be made in accordance proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund, with the provisions amount delivered to each Securityholder rounded to the nearest one hundredth (0.01) of this Section 8.2(ba dollar (with amounts 0.005 and above rounded up).

Escrow Period; Distribution upon Termination of Escrow Period. (i) Subject to the following requirements, the Indemnification Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., California local time on in California, at the date that is fifteen (15) months following the Closing Date, both such dates to be certified to the Escrow Agent in an Officer's Certificate Expiration Time (the "“Indemnification Escrow Period"”). That ; provided, however, that the Indemnification Escrow Period shall not terminate with respect to any amount of the Escrow Fund that is necessary which, in the reasonable judgment of EUISyneron, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, is necessary to satisfy any unsatisfied claims (and reasonable legal and other fees) asserted prior to the termination of such Escrow Period as are specified in any Officer's ’s Certificate delivered to the Escrow Agent and the Securityholder Representative prior to the Indemnification Escrow Period termination of such Escrow Period, may be retained in date with respect to facts and circumstances existing prior to the Escrow Fund after termination of Expiration Time. (ii) (x) Within two (2) Business Days following the Escrow Period. As soon as all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUIExpiration Time, the Escrow Agent shall deliver to the BNI Shareholders amount remaining in the remaining portion of the Indemnification Escrow Fund that is not required to satisfy such any then pending claims and related expenses. If no Officer's Certificate pertaining to unsatisfied claims is delivered to against the Escrow Agent prior to the termination of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction shall distribute the remainder of the Indemnification Escrow Fund to the BNI Shareholders Primaeva Stockholders and Plan Participants, and (y) within two (2) Business Days after resolution of such claims pending at the Expiration Time, the Escrow Agent shall deliver all amounts remaining in the Indemnification Escrow Fund to the Primaeva Stockholders and Plan Participants, in the case of each of clauses (x) and (y), in accordance with the allocations of Schedule 2.7(a) as updated by the Spreadsheet; provided that prior thereto, the Securityholder Representative shall, with 15 days’ prior written notice to Syneron, have revised Schedule 2.7(a) as updated by the Spreadsheet to the extent necessary to reflect the distribution of such amount in accordance with the provisions of the Primaeva Certificate of Incorporation and/or the Bonus Plan, each as in effect as of the Closing Date, unless Syneron has disputed that such revision is required by the provision of the Primaeva Certificate of Incorporation and/or the Bonus Plan, in which event the parties shall in good faith attempt to resolve such dispute through discussion. If the Securityholder Representative and Syneron are unable to resolve such dispute within 15 days of the date Syneron has first disputed the revision, either party may demand arbitration of the matter and shall follow the applicable arbitration procedures set forth in Section 8.4(f). The Escrow Agent shall deliver any amounts to be distributed to the Plan Participants pursuant to this Section 8.2(b8.4(b) to the Surviving Company, or to any other U.S. subsidiary of Syneron designated by Syneron, which shall then distribute the amounts to the Plan Participants as soon as reasonably practicable, provided it shall be entitled to withhold such amounts as may be required to be deducted or withheld therefrom under applicable Legal Requirements relating to Taxes as an obligation of the Plan Participants as provided in Section 2.8(e).

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m.p.m. (California Time) on July 31, California time on 2002 (the date that is fifteen “Escrow Period”). Such amount (15or some portion thereof) months following specified in the Closing Date, both such dates to be certified to the Escrow Agent in an Officer's ’s Certificate (the "Escrow Period"as hereinafter defined). That amount of the Escrow Fund that is necessary in the reasonable judgment of EUI, subject to the objection of the Securityholder Agent a Disputed Claim (as such term is hereinafter defined) and the subsequent arbitration of the matter in the manner provided in Section 8.2(f1.3(f) hereof, to satisfy any unsatisfied claims (Claims for Losses concerning facts and reasonable legal and other fees) asserted circumstances existing prior to the termination of such Escrow Period as are specified in any Officer's ’s Certificate delivered to the Escrow Agent prior to termination of such Escrow Period, may be retained in the Escrow Fund after termination of the Escrow Period. As soon as any or all such claims Disputed Claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and EUIa Memorandum (as hereinafter defined), the Escrow Agent shall instruct the transfer agent of the Escrow Shares to deliver to ** at his address set forth in the BNI Shareholders StarTool Agreement the remaining portion of the Escrow Fund that is not required to satisfy such claims and related expensesClaims. If no Officer's ’s Certificate pertaining to unsatisfied claims Claims for Losses is delivered to the Escrow Agent prior to the termination of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction instruction, shall instruct the transfer agent of the Escrow Shares to distribute the remainder of the Escrow Fund to ** at his address set forth in the BNI Shareholders StarTool Agreement in accordance with the provisions of this Section 8.2(b1.3(b). Deliveries of Escrow Shares to ** pursuant to this Section 1.3(b) shall be made to ** in accordance with the provisions of this Agreement and in a manner consistent with the provisions of Article X of the StarTool Agreement.