Common use of Stock Escrow Amount Clause in Contracts

Stock Escrow Amount. Subject to the following requirements, the Stock Escrow Period shall be in existence immediately upon the simultaneous signing and closing of the Acquisition Agreement on October 30, 2006 (the "Closing Date") and shall terminate at 5:00 p.m. local time, on November 6, 2007 (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, is necessary to satisfy any unsatisfied Claims specified in any Officer's Certificate delivered to the Stockholder Representative and Escrow Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing on or prior to October 30, 2007. Parent shall give the Escrow Agent notice of any amounts to be retained to cover the amounts of still pending Claims, or any unsatisfied Claims in any Officer's Certificate. Following the termination of the Escrow Period, each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, not required to satisfy such claims and each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, following resolution of all such claims, if any, by Parent. As soon as all such Claims have been resolved, the Escrow Agent shall deliver to the Company Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy such claims (the "Remaining Portion"). Upon termination of the Escrow Period, Parent and the Stockholder Representative will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed in accordance with Section 3(f). The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such notice.