COST OR TAX
BENEFIT, THE INDEMNIFIED PERSONS WILL BE DEEMED TO BE SUBJECT TO THE APPLICABLE
FEDERAL, STATE, LOCAL AND/OR LOCAL COUNTRY INCOME TAXES AT THE MAXIMUM STATUTORY
RATE THEN IN EFFECT.
9.5.
PERIOD FOR CLAIMS AGAINST ESCROW FUND.
THE
PERIOD DURING WHICH INDEMNIFICATION CLAIMS FOR INDEMNIFIABLE DAMAGES MAY BE MADE
(THE "CLAIMS PERIOD") SHALL COMMENCE AT THE CLOSING
AND TERMINATE ON THE DATE THAT IS 12 MONTHS FOLLOWING THE CLOSING DATE (THE
"ESCROW PERIOD"), PROVIDED, HOWEVER, THAT THE CLAIMS PERIOD FOR INDEMNIFIABLE
DAMAGES PURSUANT TO SECTION 9.2 (I) RESULTING FROM OR IN CONNECTION WITH FRAUD,
WILLFUL BREACH OR INTENTIONAL MISREPRESENTATION BY THE COMPANY OR ANY
SUBSIDIARY, (II) ARISING FROM ANY BREACH OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTION 3.3 (CAPITAL STRUCTURE), SECTION 3.4 (TITLE TO INTEREST),
3.5 (AUTHORITY; NON-CONTRAVENTION), SECTION 3.12 (INTELLECTUAL PROPERTY AND
INTERNET PRACTICES) OR SECTION 3.14 (TAX MATTERS), (III) ARISING FROM ANY BREACH
OF OR DEFAULT IN CONNECTION WITH ANY COVENANT OR AGREEMENT TO THE EXTENT SUCH
COVENANT OR AGREEMENT IS TO SURVIVE OR BE PERFORMED ALSO AFTER THE ESCROW PERIOD
(INCLUDING, WITHOUT LIMITATION, PURSUANT TO SECTION 6.4), OR (IV) ARISING
PURSUANT TO EITHER OF SECTIONS 9.2.3 THROUGH 9.2.6, SHALL TERMINATE UPON THE
DATE THAT IS 30 DAYS AFTER EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS
WITH RESPECT TO ANY THERETOFORE UNASSERTED CLAIMS ARISING OUT OF OR OTHERWISE IN
RESPECT OF THE ITEMS COVERED BY SECTIONS (I) THROUGH (IV) ABOVE.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, SUCH PORTION OF THE
ESCROW FUND AT THE END OF THE ESCROW PERIOD (IN CASE OF INDEMNITY ESCROW) OR THE
HOLDBACK RELEASE DATE (IN CASE OF HOLDBACK) AS MAY BE NECESSARY TO SATISFY ANY
UNRESOLVED OR UNSATISFIED CLAIMS FOR INDEMNIFIABLE DAMAGES SPECIFIED IN ANY
OFFICER'S CERTIFICATE DELIVERED TO THE SELLERS REPRESENTATIVE PRIOR TO
EXPIRATION OF THE ESCROW PERIOD SHALL REMAIN IN THE ESCROW FUND UNTIL SUCH
CLAIMS FOR INDEMNIFIABLE DAMAGES HAVE BEEN RESOLVED OR SATISFIED.
THE REMAINDER
OF THE ESCROW FUND, IF ANY, SHALL BE PAID TO THE SELLERS PROMPTLY AFTER THE
ESCROW PERIOD (IN CASE OF INDEMNITY ESCROW) OR THE HOLDBACK RELEASE DATE (IN
CASE OF HOLDBACK) IN THE SAME ALLOCATION AS THAT OF THE PURCHASE PRICE.
9.6.
CLAIMS.
9.6.1.
ON OR BEFORE THE
LAST DAY OF THE ESCROW PERIOD, PURCHASER MAY DELIVER TO THE SELLERS
REPRESENTATIVE (IN CASE PURCHASER ELECTS TO EFFECT THE HOLDBACK) AND/OR TO THE
ESCROW AGENT WITH A DUPLICATE COPY TO THE SELLERS REPRESENTATIVE (IN CASE
PURCHASER ELECTS TO EFFECT THE INDEMNITY ESCROW), AS THE CASE MAY BE, A
CERTIFICATE SIGNED BY ANY OFFICER OF PURCHASER (IN CASE OF AN INDEMNIFICATION
CLAIM PURSUANT TO SECTION 9.2), OR SELLERS REPRESENTATIVE MAY DELIVER TO THE
PURCHASER A CERTIFICATE (IN CASE OF AN INDEMNIFICATION CLAIM PURSUANT TO
SECTION 9.3)
(AN "OFFICER'S CERTIFICATE"):
.
STATING THAT AN INDEMNIFIED PERSON HAS INCURRED, PAID,
RESERVED OR ACCRUED, OR REASONABLY ANTICIPATES THAT IT MAY INCUR, PAY, RESERVE
OR ACCRUE, INDEMNIFIABLE DAMAGES (OR THAT WITH RESPECT TO ANY TAX MATTERS, THAT
ANY TAX AUTHORITY MAY RAISE SUCH MATTER IN AUDIT