Common use of Disbursement of Escrow Fund Clause in Contracts

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).

Disbursement of Escrow Fund. The following provisions shall govern the Escrow Fund: (a) The Escrow Fund shall be retained by the Escrow Agent may disburse all until the first anniversary of the Closing Date (the "Escrow Term"). (b) In order to make a claim against the Escrow Fund (which claim shall, if appropriate, include interest thereon at the rate equal to the rate 3-D then pays on its long-term debt), Buyer shall deliver to the Escrow Agent either (i) a certificate signed by (A) an officer of Buyer and (B) the Sellers' Representative (as defined in Section 11), as the representative of the Sellers, stating in reasonable detail the factual and legal basis for and the amount of such claim (a "Certificate of Claim Resolution"), or (ii) a copy of a final, non-appealable order of a court of competent jurisdiction (a "Final Order") ordering the Escrow Agent to pay an amount specified in such Final Order to Buyer. Upon receipt of a Certificate of Claim Resolution or a Final Order, the Escrow Agent shall as soon as practicable, and in any portion event within ten (10) days, thereafter pay the amount set forth in such Certificate of Claim Resolution or Final Order (the "Claim Amount") to Buyer by delivering or causing to be delivered to Buyer a certificate registered in the name of Buyer for a number of whole Buyer's Shares equal to the Claim Amount divided by the Common Stock Market Price; provided, however, that, if any Seller has made a substitution pursuant to Section 2(c), the Escrow Agent shall instead deliver, or cause to be delivered, to Buyer (x) a check payable to the order of Buyer in an amount equal to the product of the Cash Percentage (as hereinafter defined) and the Claim Amount (plus the Net Gain on such amount from the respective date(s) of substitution pursuant to Section 2(c)), and (y) a certificate registered in the name of Buyer for a number of whole Buyer's Shares equal to the product of the Stock Percentage (as hereinafter defined) and the Claim Amount, divided by the Common Stock Market Price. "Cash Percentage" means a fraction, where the numerator is the value of the Cash Portion of the Escrow Fund in accordance with and in reliance upon written instructions from both Seller and Buyer. The (excluding any Net Gain) on the day before the date payment is to be made pursuant to this Section 4(b), determined by 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 in its absolute discretion (f) or (g"Cash Value"), Escrow Agent’s duty being to disburse and the denominator is the Cash Value plus the product of (x) the number of Buyer's Shares constituting the Stock Portion of the Escrow Fund on the day before the date payment is 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 made pursuant to this Section 12.1(a4(b), (b)(so long as the conditions of Section 10.3 have otherwise been satisfied), (c), (d), (f) and (g)y) the Common Stock Market Price. Seller shall be entitled "Stock Percentage" means the percentage equal to 100% minus 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)Cash Percentage.

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. (a) 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 Buyer shall be required entitled to payment 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 the extent Buyer promptly upon receipt is entitled to indemnity under Article 11 of a written certification from the Purchase Agreement, to the extent the Buyer (with a simultaneous copy thereof is entitled to Seller) that there has been a termination or deemed termination payment under Section 12 2.1 (f) or (g3.2(d) of the Purchase Agreement Agreement, and that to the extent the 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 payment under Section 12.1 7.8 of the Purchase Agreement. As provided in Section 2.8 . (b) On or before the expiration of five (5) days following the final determination of the Final Closing Business Balance Sheet in accordance with the Purchase Agreement, (i) if there is a Company Payable Adjustment, then the Escrow Agent shall distribute to the Buyer an amount equal to the lesser of (A) the Company Payable Adjustment, together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, or (B) the Escrow Fund and all Earnings (as hereinafter defined) thereon, (ii) if there is no Company Payable Adjustment, then the Escrow Agent shall distribute to the Company the aggregate sum of Five Hundred Thousand Dollars ($500,000), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, and (iii) if a Company Payable Adjustment exists but is less than Five Hundred Thousand Dollars ($500,000), then the Escrow Agent shall pay an amount equal to the Company Payable Adjustment, together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, to the Buyer and an amount equal to the difference between the Company Payable Adjustment and Five Hundred Thousand Dollars ($500,000), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, to the Company. Amounts payable pursuant to this Section 5(b) shall be paid in accordance with the terms of (i) a joint written notice of the Buyer and the Company providing instructions therein or (ii) the issuance of a judgment, order or decree by any court of competent jurisdiction sitting in the County of Milwaukee in the State of Wisconsin or the United States District Court for the Eastern District of Wisconsin. (c) On 121st day following the closing, (i) if there is an Accounts Receivable Adjustment, then the Escrow Agent shall distribute to the Buyer an amount equal to the lesser of (A) the Accounts Receivable Adjustment, together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, or (B) the Escrow Fund and all Earnings thereon, (ii) if there is no Accounts Receivable Adjustment, then the Escrow Agent shall distribute to the Company the aggregate sum of Nine Hundred Three Thousand Eight Hundred Dollars ($903,800), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, and (iii) if an Accounts Receivable Adjustment exists but is less than Nine Hundred Three Thousand Eight Hundred Dollars ($903,800), then the Escrow Agent shall pay an amount equal to the Accounts Receivable Adjustment, together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, to the Buyer and an amount equal to the difference between the Accounts Receivable Adjustment and Nine Hundred Three Thousand Eight Hundred Dollars ($903,800), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interred rate paid on the Escrow Fund during such period, to the Company. Amounts payable pursuant to this Section 5(c) shall be paid in accordance with the terms of (i) a joint written notice of the Buyer and the Company providing instructions therein or (ii) the issuance of a judgment, order or decree by any court of competent jurisdiction sitting in the County of Milwaukee in the State of Wisconsin or the United States District Court for the Eastern District of Wisconsin. (d) On 365th day following the closing, (i) if there is an Schwxxx Xxxeivable Adjustment, then the Escrow Agent shall distribute to the Buyer an amount equal to the lesser of (A) the Schwxxx Xxxeivable Adjustment, together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, or (B) the Escrow Fund and all Earnings thereon, (ii) if there is no Schwxxx Xxxeivable Adjustment, then the Escrow Agent shall distribute to the Company the aggregate sum of Eighty-Four Thousand Four Hundred Twenty Dollars ($84,420), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, and (iii) if an Schwxxx Xxxeivable Adjustment exists but is less than Eighty-Four Thousand Four Hundred Twenty Dollars ($84,420), then the Escrow Agent shall pay an amount equal to the Schwxxx Xxxeivable Adjustment, together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, to the Buyer and an amount equal to the difference between the Schwxxx Xxxeivable Adjustment and Eighty-Four Thousand Four Hundred Twenty Dollars ($84,420), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interred rate paid on the Escrow Fund during such period, to the Company. Amounts payable pursuant to this Section 5(d) shall be paid in accordance with the terms of (i) a joint written notice of the Buyer and the Company providing instructions therein or (ii) the issuance of a judgment, order or decree by any court of competent jurisdiction sitting in the County of Milwaukee in the State of Wisconsin or the United States District Court for the Eastern District of Wisconsin. (e) If the Buyer shall determine prior to April 30, 1999 that it has a Claim against the Company pursuant to the provisions of Article 11(a), (b) or (d) of the Purchase Agreement, the Buyer shall so notify the Escrow Agent and the Company. The Company shall give notice of objection or consent to such Claim to each of the Buyer and the Escrow Agent within thirty (30) days after their receipt of the Buyer's notice, which notice of objection shall consent to or dispute the matters set forth in the notice of the Claim and shall specify the amount in dispute, if any. Promptly following delivery by the Company of a notice of objection or consent or, in the absence of the delivery by the Company of a notice of objection or consent within such 30-day period, then the Escrow Agent shall satisfy the undisputed amount of such Claim promptly following such 30-day period by delivery to the Buyer, out of the Escrow Fund shall be returned of an amount equal to Buyer either (i) the amount of such Claim if either (x) a consent is delivered by the Company or (y) the Company fails to deliver a notice of objection or consent during such 30-day period or (ii) that portion of the Buyer's Claim that is not in dispute, if any, in the event case a notice of termination objection is delivered by the Company. Failure of the Purchase Agreement pursuant Company to Section 12.1(a), (b)(so long as deliver a notice of objection within such 30-day period shall constitute an irrevocable waiver on the conditions part of Section 10.3 have otherwise been satisfied), (c), (d), the Company of its right to dispute the Claim made by the Buyer. (f) If the Escrow Agent receives a notice of objection within such thirty-day period, then, concurrently with the payment to the Buyer of any undisputed amount of such Claim, if any, in accordance with Section 5(e) hereof, the Escrow Agent shall account for the amount in dispute as a separate fund (a "Disputed Fund"). If a notice of objection is timely given and the Company and the Buyer fail to reach agreement as to the disposition of any Claim within thirty (30) days after receipt by the Buyer and the Escrow Agent of the notice of objection, the Company and the Buyer, may proceed to enforce their respective rights through proceedings in accordance with the Purchase Agreement. The Escrow Agent shall distribute the amounts accounted for as a Disputed Fund promptly upon delivery of and in accordance with the terms of (i) a joint written notice of the Buyer and the Company providing instructions therein and certifying that the dispute with respect to any amount deposited in such Disputed Fund has been finally resolved or (ii) any judgment, order or decree issued by any court of competent jurisdiction sitting in the County of Milwaukee in the State of Wisconsin or the United States District Court for the Eastern District of Wisconsin directing the Escrow Agent as to the proper distribution of any amount so held. The Company or the Buyer shall deliver to the Escrow Agent a certified copy of any judgment, order or decree in any such legal proceedings. The Escrow Agent shall act upon such judgment, order or decree which has become final in like manner as though it constituted the joint instructions of the Company and of the Buyer. (g). Seller ) With respect to the Schwxxx Xxxork Fund, Buyer shall be entitled to reimbursement from such fund for Buyer Schwxxx Xxxorking Costs. Buyer may from time to time notify the Escrow Agent and the Company that it has a claim for reimbursement for Buyer Schwxxx Xxxorking Costs ("Buyer Swing Reworking Costs Claim"). (h) The Company shall give notice of objection or consent to such claim for Buyer Schwxxx Xxxorking Costs Claim to each of the Buyer and the Escrow Agent within thirty (30) days after their receipt of the Buyer's notice, which notice of objection shall consent to or dispute the matters set forth in the notice of a Buyer Schwxxx Xxxorking Costs Claim and shall specify the amount in dispute, if any. Promptly following delivery by the Company of a notice of objection or consent or, in the absence of the delivery by the Company of a notice of objection or consent within such 30-day period, then the Escrow Agent shall satisfy the undisputed amount of such Buyer Schwxxx Reworking Costs Claim promptly following such 30-day period by delivery to the Buyer, out of the Schwxxx Xxxork Fund of an amount equal to either (i) the amount of such Buyer Schwxxx Xxxorking Costs Claim if either (x) a consent is delivered by the Company or (y) the Company fails to deliver a notice of objection or consent during such 30-day period or (ii) that portion of the Buyer Schwxxx Xxxorking Costs Claim that is not in dispute, if any, in the case a notice objection is delivered by the Company. Failure of the Company to deliver a notice of objection within such 30-day period shall constitute an irrevocable waiver on the part of the Company of its right to dispute Buyer Schwxxx Reworking Costs Claim made by the Buyer. (i) If the Escrow Agent receives a notice of objection within such thirty-day period, then, concurrently with the payment to the Buyer of any undisputed amount of such Claim, if any, in accordance with Section 5(h) hereof, the Escrow Agent shall account for the amount in dispute as a separate fund (a "Disputed Fund"). If a notice of objection is timely given and the Company and the Buyer fail to reach agreement as to the disposition of any Claim within thirty (30) days after receipt by the Buyer and the Escrow Agent of the notice of objection, the Company and the Buyer, may proceed to enforce their respective rights through proceedings in accordance with the Purchase Agreement. The Escrow Agent shall distribute the amounts accounted for as a Disputed Fund promptly upon delivery of and in accordance with the terms of (i) a joint written notice of the Buyer and the Company providing instructions therein and certifying that the dispute with respect to any amount deposited in such Disputed Fund has been finally resolved or (ii) any judgment, order or decree issued by any court of competent jurisdiction sitting in the County of Milwaukee in the State of Wisconsin or the United States District Court for the Eastern District of Wisconsin directing the Escrow Agent as to the proper distribution of any amount so held. The Company or the Buyer shall deliver to the Escrow Agent a certified copy of any judgment, order or decree in any such legal proceedings. The Escrow Agent shall act upon such judgment, order or decree which has become final in like manner as though it constituted the joint instructions of the Company and of the Buyer. (j) The Escrow Agent shall deliver all money's remaining in the Escrow Fund together with all earnings at any time accruing on the Escrow Fund ("Earnings"), less any amounts held as Disputed Funds, less any amount in the event Schwxxx Xxxork Fund and less the amount of termination Two Hundred Fifty Thousand Dollars ($250,000), to Company at the close of business on December 31, 1997. (k) The Escrow Agent shall deliver all moneys remaining in the Escrow Fund, together with all earnings or other income at any time accruing on the Escrow Fund ("Earnings"), less any amounts held as Disputed Funds, to the Company at the close of business on April 30, 1999; provided, however, that if the Buyer makes a notice of Claim on or after April 1, 1999 and the Company have neither objected nor consented to the payment of such Claim by April 30, 1999, then the amount of such Claim shall be held as Disputed Funds if the Company gives notice of objection within thirty (30) days after the date of the Purchase Agreement Claim. (l) Upon the release of any Disputed Funds to the Buyer or the Company, the Buyer or the Company (as applicable) also shall be entitled to receive all Earnings thereon. (m) Upon the release of any amount held in a Disputed Fund that is not paid over to the Buyer, in respect of the Claim for which such amount was originally deposited in such Disputed Fund, such amount shall be paid in the following manner and order of priority: (A) First, to the Buyer in respect of indemnification for any other Claim paid or payable to the Buyer pursuant to Section 12.1(e5 hereof with respect to which written notice was given by the Buyer to the Escrow Agent prior to the close of business on April 30, 1999, and for which the amount, if any, previously paid to the Buyer was less than the amount to which the Buyer was entitled with respect to such Claim; (B) or Second, to the Disputed Fund in respect of indemnification of any other disputed Claim for which the Buyer gave written notice to the Escrow Agent pursuant to 12.1(bSection 5 hereof prior to the close of business on April 30, 1999, and for which the amount, if any, previously set aside in a Disputed Fund was less than the amount of the disputed Claim; (C) Third, prior to the close of business on April 30, 1999, to the Escrow Agent to be held or paid in accordance with the provisions hereof; (so long as D) Fourth, following the conditions close of business on April 30, 1999, pursuant to the provisions of Section 10.3 have not been satisfied)5(k) hereof.

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. (a) 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 Buyer shall be required entitled to payment 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 the extent Buyer promptly upon receipt is entitled to indemnity under Article 11 of a written certification from the Purchase Agreement, to the extent the Buyer (with a simultaneous copy thereof is entitled to Seller) that there has been a termination or deemed termination payment under Section 12 2.1 (f) or (g3.2(d) of the Purchase Agreement Agreement, and that to the extent the 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 payment under Section 12.1 7.8 of the Purchase Agreement. As provided in Section 2.8 . (b) On or before the expiration of five (5) days following the final determination of the Final Closing Business Balance Sheet in accordance with the Purchase Agreement, (i) if there is a Company Payable Adjustment, then the Escrow Agent shall distribute to the Buyer an amount equal to the lesser of (A) the Company Payable Adjustment, together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, or (B) the Escrow Fund and all Earnings (as hereinafter defined) thereon, (ii) if there is no Company Payable Adjustment, then the Escrow Agent shall distribute to the Company the aggregate sum of Five Hundred Thousand Dollars ($500,000), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, and (iii) if a Company Payable Adjustment exists but is less than Five Hundred Thousand Dollars ($500,000), then the Escrow Agent shall pay an amount equal to the Company Payable Adjustment, together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, to the Buyer and an amount equal to the difference between the Company Payable Adjustment and Five Hundred Thousand Dollars ($500,000), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, to the Company. Amounts payable pursuant to this Section 5(b) shall be paid in accordance with the terms of (i) a joint written notice of the Buyer and the Company providing instructions therein or (ii) the issuance of a judgment, order or decree by any court of competent jurisdiction sitting in the County of Milwaukee in the State of Wisconsin or the United States District Court for the Eastern District of Wisconsin. (c) On 121st day following the closing, (i) if there is an Accounts Receivable Adjustment, then the Escrow Agent shall distribute to the Buyer an amount equal to the lesser of (A) the Accounts Receivable Adjustment, together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, or (B) the Escrow Fund and all Earnings thereon, (ii) if there is no Accounts Receivable Adjustment, then the Escrow Agent shall distribute to the Company the aggregate sum of Nine Hundred Three Thousand Eight Hundred Dollars ($903,800), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, and (iii) if an Accounts Receivable Adjustment exists but is less than Nine Hundred Three Thousand Eight Hundred Dollars ($903,800), then the Escrow Agent shall pay an amount equal to the Accounts Receivable Adjustment, together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, to the Buyer and an amount equal to the difference between the Accounts Receivable Adjustment and Nine Hundred Three Thousand Eight Hundred Dollars ($903,800), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interred rate paid on the Escrow Fund during such period, to the Company. Amounts payable pursuant to this Section 5(c) shall be paid in accordance with the terms of (i) a joint written notice of the Buyer and the Company providing instructions therein or (ii) the issuance of a judgment, order or decree by any court of competent jurisdiction sitting in the County of Milwaukee in the State of Wisconsin or the United States District Court for the Eastern District of Wisconsin. (d) On 365th day following the closing, (i) if there is an Schwing Receivable Adjustment, then the Escrow Agent shall distrixxxx to the Buyer an amount equal to the lesser of (A) the Schwing Receivable Adjustment, together with interest thereon xxxx xxe Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, or (B) the Escrow Fund and all Earnings thereon, (ii) if there is no Schwing Receivable Adjustment, then the Escrow Agent shall disxxxxxxx to the Company the aggregate sum of Eighty-Four Thousand Four Hundred Twenty Dollars ($84,420), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, and (iii) if an Schwing Receivable Adjustment exists but is less than Eighty-Fxxx Xxxusand Four Hundred Twenty Dollars ($84,420), then the Escrow Agent shall pay an amount equal to the Schwing Receivable Adjustment, together with interest thereon xxxx xxe Closing Date to the date of distribution thereof at a rate equal to the average interest rate paid on the Escrow Fund during such period, to the Buyer and an amount equal to the difference between the Schwing Receivable Adjustment and Eighty-Four Thousand Four Huxxxxx Xwenty Dollars ($84,420), together with interest thereon from the Closing Date to the date of distribution thereof at a rate equal to the average interred rate paid on the Escrow Fund during such period, to the Company. Amounts payable pursuant to this Section 5(d) shall be paid in accordance with the terms of (i) a joint written notice of the Buyer and the Company providing instructions therein or (ii) the issuance of a judgment, order or decree by any court of competent jurisdiction sitting in the County of Milwaukee in the State of Wisconsin or the United States District Court for the Eastern District of Wisconsin. (e) If the Buyer shall determine prior to April 30, 1999 that it has a Claim against the Company pursuant to the provisions of Article 11(a), (b) or (d) of the Purchase Agreement, the Buyer shall so notify the Escrow Agent and the Company. The Company shall give notice of objection or consent to such Claim to each of the Buyer and the Escrow Agent within thirty (30) days after their receipt of the Buyer's notice, which notice of objection shall consent to or dispute the matters set forth in the notice of the Claim and shall specify the amount in dispute, if any. Promptly following delivery by the Company of a notice of objection or consent or, in the absence of the delivery by the Company of a notice of objection or consent within such 30-day period, then the Escrow Agent shall satisfy the undisputed amount of such Claim promptly following such 30-day period by delivery to the Buyer, out of the Escrow Fund shall be returned of an amount equal to Buyer either (i) the amount of such Claim if either (x) a consent is delivered by the Company or (y) the Company fails to deliver a notice of objection or consent during such 30-day period or (ii) that portion of the Buyer's Claim that is not in dispute, if any, in the event case a notice of termination objection is delivered by the Company. Failure of the Purchase Agreement pursuant Company to Section 12.1(a), (b)(so long as deliver a notice of objection within such 30-day period shall constitute an irrevocable waiver on the conditions part of Section 10.3 have otherwise been satisfied), (c), (d), the Company of its right to dispute the Claim made by the Buyer. (f) If the Escrow Agent receives a notice of objection within such thirty-day period, then, concurrently with the payment to the Buyer of any undisputed amount of such Claim, if any, in accordance with Section 5(e) hereof, the Escrow Agent shall account for the amount in dispute as a separate fund (a "Disputed Fund"). If a notice of objection is timely given and the Company and the Buyer fail to reach agreement as to the disposition of any Claim within thirty (30) days after receipt by the Buyer and the Escrow Agent of the notice of objection, the Company and the Buyer, may proceed to enforce their respective rights through proceedings in accordance with the Purchase Agreement. The Escrow Agent shall distribute the amounts accounted for as a Disputed Fund promptly upon delivery of and in accordance with the terms of (i) a joint written notice of the Buyer and the Company providing instructions therein and certifying that the dispute with respect to any amount deposited in such Disputed Fund has been finally resolved or (ii) any judgment, order or decree issued by any court of competent jurisdiction sitting in the County of Milwaukee in the State of Wisconsin or the United States District Court for the Eastern District of Wisconsin directing the Escrow Agent as to the proper distribution of any amount so held. The Company or the Buyer shall deliver to the Escrow Agent a certified copy of any judgment, order or decree in any such legal proceedings. The Escrow Agent shall act upon such judgment, order or decree which has become final in like manner as though it constituted the joint instructions of the Company and of the Buyer. (g). Seller ) With respect to the Schwing Rework Fund, Buyer shall be entitled to reimbursement xxxx xxch fund for Buyer Schwing Reworking Costs. Buyer may from time to time notify txx Xxxxow Agent and the Company that it has a claim for reimbursement for Buyer Schwing Reworking Costs ("Buyer Swing Reworking Costs Claim"). (h) The Company shall give notice of objection or consent to such claim for Buyer Schwing Reworking Costs Claim to each of the Buyer and the Escxxx Xxxnt within thirty (30) days after their receipt of the Buyer's notice, which notice of objection shall consent to or dispute the matters set forth in the notice of a Buyer Schwing Reworking Costs Claim and shall specify the amount in xxxxxxx, if any. Promptly following delivery by the Company of a notice of objection or consent or, in the absence of the delivery by the Company of a notice of objection or consent within such 30-day period, then the Escrow Agent shall satisfy the undisputed amount of such Buyer Schwing Reworking Costs Claim promptly following such 30-day pxxxxx xy delivery to the Buyer, out of the Schwing Rework Fund of an amount equal to either (i) the amounx xx xxch Buyer Schwing Reworking Costs Claim if either (x) a consent is deliverex xx xxe Company or (y) the Company fails to deliver a notice of objection or consent during such 30-day period or (ii) that portion of the Buyer Schwing Reworking Costs Claim that is not in dispute, if any, in xxx xxxe a notice objection is delivered by the Company. Failure of the Company to deliver a notice of objection within such 30-day period shall constitute an irrevocable waiver on the part of the Company of its right to dispute Buyer Schwing Reworking Costs Claim made by the Buyer. (x) If the Escrow Agent receives a notice of objection within such thirty-day period, then, concurrently with the payment to the Buyer of any undisputed amount of such Claim, if any, in accordance with Section 5(h) hereof, the Escrow Agent shall account for the amount in dispute as a separate fund (a "Disputed Fund"). If a notice of objection is timely given and the Company and the Buyer fail to reach agreement as to the disposition of any Claim within thirty (30) days after receipt by the Buyer and the Escrow Agent of the notice of objection, the Company and the Buyer, may proceed to enforce their respective rights through proceedings in accordance with the Purchase Agreement. The Escrow Agent shall distribute the amounts accounted for as a Disputed Fund promptly upon delivery of and in accordance with the terms of (i) a joint written notice of the Buyer and the Company providing instructions therein and certifying that the dispute with respect to any amount deposited in such Disputed Fund has been finally resolved or (ii) any judgment, order or decree issued by any court of competent jurisdiction sitting in the County of Milwaukee in the State of Wisconsin or the United States District Court for the Eastern District of Wisconsin directing the Escrow Agent as to the proper distribution of any amount so held. The Company or the Buyer shall deliver to the Escrow Agent a certified copy of any judgment, order or decree in any such legal proceedings. The Escrow Agent shall act upon such judgment, order or decree which has become final in like manner as though it constituted the joint instructions of the Company and of the Buyer. (j) The Escrow Agent shall deliver all money's remaining in the Escrow Fund together with all earnings at any time accruing on the Escrow Fund ("Earnings"), less any amounts held as Disputed Funds, less any amount in the event Schwing Rework Fund and less the amount of termination Two Hundred Fifty Txxxxxxx Dollars ($250,000), to Company at the close of business on December 31, 1997. (k) The Escrow Agent shall deliver all moneys remaining in the Escrow Fund, together with all earnings or other income at any time accruing on the Escrow Fund ("Earnings"), less any amounts held as Disputed Funds, to the Company at the close of business on April 30, 1999; provided, however, that if the Buyer makes a notice of Claim on or after April 1, 1999 and the Company have neither objected nor consented to the payment of such Claim by April 30, 1999, then the amount of such Claim shall be held as Disputed Funds if the Company gives notice of objection within thirty (30) days after the date of the Purchase Agreement Claim. (l) Upon the release of any Disputed Funds to the Buyer or the Company, the Buyer or the Company (as applicable) also shall be entitled to receive all Earnings thereon. (m) Upon the release of any amount held in a Disputed Fund that is not paid over to the Buyer, in respect of the Claim for which such amount was originally deposited in such Disputed Fund, such amount shall be paid in the following manner and order of priority: (A) First, to the Buyer in respect of indemnification for any other Claim paid or payable to the Buyer pursuant to Section 12.1(e5 hereof with respect to which written notice was given by the Buyer to the Escrow Agent prior to the close of business on April 30, 1999, and for which the amount, if any, previously paid to the Buyer was less than the amount to which the Buyer was entitled with respect to such Claim; (B) or Second, to the Disputed Fund in respect of indemnification of any other disputed Claim for which the Buyer gave written notice to the Escrow Agent pursuant to 12.1(bSection 5 hereof prior to the close of business on April 30, 1999, and for which the amount, if any, previously set aside in a Disputed Fund was less than the amount of the disputed Claim; (C) Third, prior to the close of business on April 30, 1999, to the Escrow Agent to be held or paid in accordance with the provisions hereof; (so long as D) Fourth, following the conditions close of business on April 30, 1999, pursuant to the provisions of Section 10.3 have not been satisfied)5(k) hereof.

Disbursement of Escrow Fund. At any time on or after the Effective Date, the Escrow Agent may shall release and disburse all or any portion of the Escrow Fund in accordance with the provisions of this Section 3, without the requirement of any prior notice to or action by any Family Participating Lender. a. Promptly upon receipt of any Notice of Committed Borrowing under the Credit Agreement, all or any portion of which will constitute New Revolving Loans, the Administrative Agent shall, pursuant to the Participation Agreement, deliver to the Escrow Agent a completed and signed certificate substantially in reliance upon written instructions from both Seller and Buyer. The the form of Exhibit A hereto (a "Notice"), together with a copy of such Notice of Committed Borrowing, which Notice shall include the date (the "Purchase Date") on which such Borrowing of New Revolving Loans is to take place. b. Upon receipt of any Notice, the Escrow Agent shall have on the related Purchase Date make available to the Administrative Agent from the Escrow Fund, by transfer pursuant to the instructions set forth for the Administrative Agent in Section 13, Federal or other funds immediately available in New York City, in the amount specified as the Purchase Price in clause (ii)(c) of such Notice, by (i) in the case of a Base Rate Borrowing, 1:30 P.M. (New York City time) (but only if the Escrow Agent has received such Notice, followed by a telephone call from the Administrative Agent confirming transmission of such Notice, by no responsibility later than 12:30 P.M. (New York City time) on such Purchase Date, and if such Notice has not been received by the Escrow Agent by 12:30 P.M., it shall wire the requested funds as promptly after receipt of such Notice as possible) and (ii) in the case of a CD Borrowing or Euro-Dollar Borrowing, Noon (New York City time) (but only if the Escrow Agent has received such Notice, followed by a telephone call from the Administrative Agent confirming transmission of such Notice, by no later than 9:00 A.M. (New York City time) on such Purchase Date, and if such Notice has not been received by the Escrow Agent by 9:00 A.M., it shall wire the requested funds as promptly after receipt of such Notice as possible). c. If on any Purchase Date the Administrative Agent does not make the requested Borrowing of New Revolving Loans available to the Company, the Administrative Agent shall, as provided in the Participation Agreement, promptly make available to the Escrow Agent an investigation or determination of any facts underlying such instructions or as amount equal to whether any conditions upon which the funds are made available 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 the Administrative Agent by the Escrow Agent with respect to a return of the Xxxxxxx Money to Buyer such proposed Borrowing pursuant to a termination of paragraph a. above, and 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, re-deposit such funds into 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)Account.