Term of Escrow Deposit. (a) The Escrowed Shares held in the Escrow Deposit shall be held by the Escrow Agent on the terms and subject to the conditions set forth herein and in the Exchange Agreement (but the Escrow Agent shall have no responsibility with respect to the Exchange Agreement other than to perform as provided in this Agreement) to satisfy the indemnification obligations of Xenomics and the Shareholders pursuant to the Exchange Agreement. (b) The Escrowed Shares held in the Escrow Deposit shall be held by the Escrow Agent on the terms and subject to the conditions set forth herein and in the Exchange Agreement until the first anniversary of the Closing Date or, if earlier, the date of the expiration in their entirety of the representations and warranties of Purchaser pursuant to Article 2 of the Exchange Agreement (either date referred to hereinafter as the "Expiration Date"). On the Expiration Date, the Escrow Agent shall release the remaining Escrow Deposit to Shareholders on a pro rata basis as required by Section 4.2 of the Exchange Agreement, subject in all cases to the terms and conditions set forth in Sections 2.7 and 2.8.
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Term of Escrow Deposit. (a) The Escrowed Contingent Shares held in the Escrow Deposit shall be held by the Escrow Agent on the terms and subject to the conditions set forth herein and in the Exchange Agreement (but the Escrow Agent shall have no responsibility with respect to the Exchange Agreement other than to perform as provided in this Agreement) to satisfy the indemnification obligations of Xenomics and the Shareholders Purchaser pursuant to the Exchange Agreement.
(b) The Escrowed Contingent Shares held in the Escrow Deposit shall be held by the Escrow Agent on the terms and subject to the conditions set forth herein and in the Exchange Agreement until the first anniversary of the Closing Date or, if earlier, the date of the expiration in their entirety of the representations and warranties of Purchaser pursuant to Article 2 of the Exchange Agreement (either date referred to hereinafter as the "Expiration Date"). On the Expiration Date, the Escrow Agent shall release the remaining Escrow Deposit to Shareholders on a pro rata basis Purchaser, for cancellation of the Contingent Shares as required by Section 4.2 of the Exchange Agreement, subject in all cases to the terms and conditions set forth in Sections 2.7 and 2.8.
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