Disbursement of Escrow Fund. (a) The Escrow Agent shall release all or a portion of the Escrow Fund ONLY upon receipt by the Escrow Agent of a letter (the "Escrow Release Letter"), in the form of attached Exhibit B, executed by Claremont and the Shareholder Representative, or upon receipt of a court order, and then ONLY in the amount and in accordance with the instructions contained in the Escrow Release Letter or such court order. The Escrow Agent shall submit the certificate(s) representing the Escrow Fund to the transfer agent specified by Claremont for exchange, as and to the extent necessary to comply with any such Escrow Release Letter, and shall not be responsible for any delay, action or omission by the transfer agent in that connection. The Escrow Agent shall tender all fractional shares of Claremont common stock resulting from the instructions in the Escrow Release Letter to Claremont who shall itself repurchase those shares at then-current market value, and shall, upon receipt of the purchase price from Claremont for such fractional shares, disburse their value in cash to those individuals listed on the attached Exhibit B who would have received the fractional share. In no event shall the Escrow Agent have any liability for any failure or refusal by Claremont to repurchase (as provided above), or to determine whether the price offered and paid by Claremont is the then-current market value. Any cash held in the Escrow Fund shall likewise be disbursed among those listed on Exhibit A, in the proportions there shown in accordance with the instructions contained in an Escrow Release Letter or court order. In case of any questions concerning the proper final distribution of the Escrow Fund (as to which no claim has been made by Claremont under the Merger Agreement (each a "Claim")), Escrow Agent shall present those questions to Claremont and the Shareholder Representative in writing, and shall be entitled to rely entirely upon the joint written instructions of Claremont and the Shareholder Representative in resolving those questions. The individuals set forth on Exhibit A shall have no direct right to enforce or dispute the terms of this Agreement, but may only act as a group through the Shareholder Representative. (b) If Escrow Agent has, on or before the First Issue Date (as hereinafter defined), received one or more written notices, in the form of attached Exhibit C, from Claremont which (i) specify a particular Claim Claremont has against the Escrow Fund; (ii) identify a part...

Disbursement of Escrow Fund. Escrow Agent may disburse all or any portion of the Escrow Fund in accordance with and in reliance upon written instructions from both Seller and Buyer provided that Buyer may unilaterally withdraw the entire Escrow Fund on or before April 7, 2006. The Escrow Agent shall have no responsibility to make an investigation or determination of any facts underlying such instructions or as to whether any conditions upon which the funds are to be released have been fulfilled or not fulfilled, or to whom funds are released.

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Disbursement of Escrow Fund. Escrow Agent may disburse all or any portion of the Escrow Fund in accordance with and in reliance upon written instructions from both Seller and Buyer. The Escrow Agent shall have no responsibility to make an investigation or determination of any facts underlying such instructions or as to whether any conditions upon which the funds are to be released have been fulfilled or not fulfilled, or to whom funds are released. No instructions or consents shall be required from any party with respect to a return of the Xxxxxxx Money to Buyer pursuant to a termination of the Purchase Agreement as a result of Termination based upon Section 12.1 (f) or (g), Escrow Agent’s duty being to disburse the Escrow Fund to Buyer promptly upon receipt of a written certification from Buyer (with a simultaneous copy thereof to Seller) that there has been a termination or deemed termination under Section 12 2.1 (f) or (g) of the Purchase Agreement and that Buyer is entitled to a return of the Escrow Fund. Escrow Agent shall have the right to request instructions or consents from Buyer and Seller for all other termination events as described in Section 12.1 of the Purchase Agreement. As provided in Section 2.8 (b) of the Purchase Agreement, the Escrow Fund shall be returned to Buyer in the event of termination of the Purchase Agreement pursuant to Section 12.1(a), (b)(so long as the conditions of Section 10.3 have otherwise been satisfied), (c), (d), (f) and (g). Seller shall be entitled to the Escrow Fund in the event of termination of the Purchase Agreement pursuant to Section 12.1(e) or pursuant to 12.1(b) (so long as the conditions of Section 10.3 have not been satisfied).

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Disbursement of Escrow Fund. The Escrow Fund shall be held by the Escrow Agent and not disbursed until one of the following events has occurred, in which event the Escrow Agent is authorized and directed to disburse the Escrow Fund, or a portion thereof, in the manner indicated: [ESCROW CONDITIONS FROM ARTICLE IX OF COKE PURCHASE AGREEMENT TO BE INSERTED HERE] (1) Upon receipt of a written direction signed by [Purchaser and Seller], the Escrow Agent is authorized and directed to disburse the Escrow Fund as directed in such direction. The Parties hereto agree that all taxable income attributable to the Net Earnings shall be treated as income of Purchaser for all income and franchise tax purposes and Purchaser shall report such income on its income and franchise tax returns. During the fifth month of each calendar year Purchaser shall submit a statement to the Escrow Agent with a copy to Seller setting forth taxes Purchaser is required to pay in respect of Net Earnings for the prior calendar year (such amount being calculated based on assumed Purchaser tax rate of 26 percent (“Escrow Taxes”). Within 10 days of receipt of such statement and upon the receipt of a written direction signed by Seller and Purchaser, the Escrow Agent shall deliver by wire transfer of immediately available funds to the account specified by Purchaser an amount equal to the Escrow Taxes. The Parties further agree that they will report for all income and franchise tax purposes that the price paid for Coke hereunder will exclude amounts deposited by Purchaser in the Escrow Fund.

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Disbursement of Escrow Fund. All disbursements shall be made from the Escrow Fund pursuant to the provisions of Paragraph 7.7 of the Purchase Agreement.

Disbursement of Escrow Fund. The Escrow Agent agrees to hold the Escrow Amount as provided hereunder until the Escrow Amount is released as follows:

Disbursement of Escrow Fund. The Escrow Agent shall disburse the Escrow Fund in accordance with the following terms and conditions:

Disbursement of Escrow Fund. (a) Initial Disbursements: Subject to Sections 3(c), 3(d) and (e) --------------------- hereof, pursuant to: (i) Section 1.11(a) of the Purchase Agreement, a payment by wire transfer shall be made from the Escrow Fund to the Buyer in the case of a decrease between the Adjusted Base Purchase Price and the Preliminary Base Purchase Price pursuant to Section 1.10(h)(i) of the Purchase Agreement; (ii) Section 5.10(b) of the Purchase Agreement, a payment by wire transfer shall be made from the Escrow Fund to the Buyer from time to time in an amount equal to any excess Remediation Activities costs; and (iii) Article VII of the Purchase Agreement, a payment by wire transfer shall be made from the Escrow Fund to the Buyer from time to time in an amount equal to any Damages incurred by the Buyer, the Company[, the Surviving Corporation] or any Affiliate thereof.

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