Common use of Disbursement of the Escrow Fund Clause in Contracts

Disbursement of the Escrow Fund. The Escrow Fund shall secure the obligations with respect to all amounts payable to the Purchaser pursuant to Article 8 of the Purchase Agreement. The foregoing obligations being secured by the Escrow Fund shall hereinafter be referred to, individually, as an “Escrow Claim” and, collectively, as “Escrow Claims.” Escrow Claims against the Escrow Fund may be made by the Purchaser, on its own behalf or on behalf of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] (the “Release Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Seller to make any payments pursuant to the Purchase Agreement, but shall solely provide the Purchaser security therefor. The Escrow Agent shall disburse the amounts from time to time on deposit in the Escrow Fund as follows:

Disbursement of the Escrow Fund. The Subject to the terms of the Merger Agreement, the Escrow Fund shall secure the obligations with respect be available to: (a) indemnify, hold harmless and reimburse any Indemnified Party from any Damages for which such Indemnified Party is entitled to all amounts payable to the Purchaser indemnification pursuant to Article 8 X of the Purchase Merger Agreement, and (b) pay any other amount owed to the Buyer or any other Indemnified Party pursuant to the Merger Agreement or any other Transaction Agreement. The foregoing obligations being secured by the Escrow Fund Fund, and any written claim therefor, shall hereinafter be referred to, individually, as an “Escrow Claim” and, and collectively, as “Escrow Claims.” Escrow Claims against the Escrow Fund may be made by the Purchaser, on its own behalf or on behalf of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] (the “Release Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Seller to make any payments Damages pursuant to the Purchase Merger Agreement, but shall solely provide the Purchaser each Indemnified Party with security therefor. In the event of an Escrow Claim by any Indemnified Party, the claiming party shall give written notice thereof to the Stockholder Representative and to the Escrow Agent stating the basis for the Escrow Claim and the amount thereof. The Escrow Agent shall disburse the amounts from time to time-to-time on deposit in the Escrow Fund as follows:: Promptly following receipt, from time to time, of a written request for reimbursement of his expenses from the Stockholder Representative, together with related receipts or other evidence reasonably satisfactory to the Escrow Agent, the Escrow Agent shall distribute up to Fifty Thousand Dollars ($50,000), in the aggregate, to the Stockholders Representative; and with respect to an Escrow Claim, the Escrow Agent only shall disburse to the appropriate Indemnified Party an amount equal to the amount of such Escrow Claim (or such other amount specified in the joint written consent or Final Decision): (i) promptly following receipt of the joint written consent or agreement of the Buyer and the Stockholder Representative to the payment of such Escrow Claim, specifying the amount thereof, (ii) if, within ten (10) days after receipt of an Escrow Claim by the Escrow Agent, the Escrow Agent does not receive written notice from the Stockholder Representative disputing the claiming party’s right to payment of the Escrow Claim from the Escrow Fund, and specifying the amount of the Escrow Claim that is in dispute, or (iii) promptly following receipt of a “Final Decision” (as defined below) with respect to such Escrow Claim, specifying the amount thereof. If, pursuant to Section 2.2(b)(ii) above, the Stockholder Representative disputes less than the entire Escrow Claim, then the Escrow Agent shall promptly disburse to the appropriate Indemnified Party the undisputed amount of the Escrow Claim; and promptly following receipt, at any time on or after the first anniversary of the date of this Agreement, of a written request from the Stockholder Representative for the First Escrow Release Funds specifying the amount thereof, the Escrow Agent shall distribute to Continental Stock Transfer & Trust Company (the “Paying Agent”) for further distribution to the Company Equityholders in the manner set forth in Section 3.07(d) of the Merger Agreement, the amount specified in such written request unless, within ten (10) days after receipt of such written request, the Escrow Agent receives written notice from the Buyer disputing the amount of the First Escrow Release Funds requested by the Buyer specifying what it believes the amount of the First Escrow Release Funds to be (a “Dispute Notice”). If, within such ten (10) day period, the Escrow Agent receives a Dispute Notice, the Escrow Agent shall (i) promptly distribute the undisputed amount of the First Escrow Release Funds requested by the Stockholder Representative (i.e. the amount specified in the Buyer’s Dispute Notice) to the Paying Agent for further distribution to the Company Equityholders in the manner set forth in Section 3.07(d) of the Merger Agreement; and (ii) retain the disputed amount of the First Escrow Release Funds requested by the Stockholder Representative (i.e. the difference between the amount requested by the Stockholder Representative and the amount specified by the Buyer in the Dispute Notice) in the Escrow Fund until the Escrow Agent receives (A) joint written instructions from the Buyer and the Stockholder Representative as to the administration of such disputed amount, in which event the Escrow Agent shall administer such disputed amount in accordance with such joint written instructions; or (B) a Final Decision as to the administration of such disputed amount, in which event the Escrow Agent shall administer such disputed amount in accordance with such Final Decision; and promptly following receipt, at any time on or after the third anniversary of the date of this Agreement, of a written request from the Stockholder Representative for the Second Escrow Release Funds specifying the amount thereof, the Escrow Agent shall distribute to the Paying Agent for further distribution to the Company Equityholders in the manner set forth in Section 3.07(d) of the Merger Agreement, the amount specified in such written request unless, within ten (10) days after receipt of such written request, the Escrow Agent receives a Dispute Notice from the Buyer disputing the amount of the Second Escrow Release Funds requested by the Buyer, specifying what it believes the amount of the Second Escrow Release Funds to be. If, within such ten (10) day period, the Escrow Agent receives a Dispute Notice, the Escrow Agent shall (i) promptly distribute the undisputed amount of the Second Escrow Release Funds requested by the Stockholder Representative (i.e. the amount specified in the Buyer’s Dispute Notice) to the Paying Agent for further distribution to the Company Equityholders in the manner set forth in Section 3.07(d) of the Merger Agreement; and (ii) retain the disputed amount of the Second Escrow Release Funds requested by the Stockholder Representative (i.e. the difference between the amount requested by the Stockholder Representative and the amount specified by the Buyer in the Dispute Notice) in the Escrow Fund until the Escrow Agent receives (A) joint written instructions from the Buyer and the Stockholder Representative as to the administration of such disputed amount, in which event the Escrow Agent shall administer such disputed amount in accordance with such joint written instructions; or (B) a Final Decision as to the administration of such disputed amount, in which event the Escrow Agent shall administer such disputed amount in accordance with such Final Decision; and on the fifth anniversary of the date of this Agreement, the Escrow Agent shall distribute to the Paying Agent for further distribution to the Company Equityholders in the manner set forth in Section 3.07(d) of the Merger Agreement, the entire amount remaining in the Escrow Fund, less the aggregate amount of all Escrow Claims asserted but unresolved as of such date. Notwithstanding the foregoing, if any Escrow Claims have been asserted in writing furnished to the Escrow Agent by any Indemnified Party and remain unresolved on the fifth anniversary of the date of this Agreement, the escrow shall continue until the resolution of such Escrow Claims, and during such continuance, the Escrow Agent shall continue to hold the Escrow Fund the amount of the outstanding and unresolved Escrow Claims. All disbursements from the Escrow Fund shall be made by wire transfer of cash in immediately available funds to the person entitled thereto in accordance with wiring instructions furnished by such persons in writing to the Escrow Agent. The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent by any party to this Agreement.

Disbursement of the Escrow Fund. The Escrow Fund shall (i) secure the Seller’s obligations with respect to all amounts payable pursuant to the Purchaser pursuant to indemnification obligations set forth in Article 8 XI of the Purchase Agreement; and (ii) secure any amounts owed by Seller with respect to any adjustment to the Purchase Price not paid by Seller when due. The Any claim with respect to the foregoing obligations being secured by the Escrow Fund shall hereinafter be referred to, individually, as an “Escrow Claim” and, and collectively, as “Escrow Claims.” Escrow Claims against the Escrow Fund may be made by the Purchaser, on its own behalf or on behalf of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] (the “Release Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation recoverable Losses and Expenses under Article XI of the Seller Purchase Agreement or to make the determination of any payments pursuant to Negative Working Capital Adjustment, if any under the Purchase Agreement, but shall solely provide the Purchaser Buyer security therefor. The Escrow Agent shall disburse the amounts from time to time-to-time on deposit in the Escrow Fund as follows:: with respect to an Escrow Claim, promptly following receipt of (i) the joint written consent or agreement of Buyer and Seller to the payment of such Escrow Claim, specifying the amount thereof, or (ii) a “Final Decision” (as defined below) with respect to such Escrow Claim, specifying the amount thereof, the Escrow Agent shall, upon the written request of Xxxxx, disburse to Buyer an amount equal to the amount of such Escrow Claim. Notwithstanding the foregoing, if any Escrow Claims have been asserted in writing furnished to the Escrow Agent by Xxxxx and remain unresolved on the date which is eighteen

Disbursement of the Escrow Fund. The Escrow Fund shall secure the obligations with respect to all amounts payable to the Purchaser pursuant to Article 8 of the Purchase Agreement. The foregoing obligations being secured by the Escrow Fund shall hereinafter be referred to, individually, as an “Escrow Claim” and, collectively, as “Escrow Claims.” Escrow Claims against the Escrow Fund may be made by the Purchaser, on its own behalf or on behalf of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] December 31, 2018 (the “Release Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Seller to make any payments pursuant to the Purchase Agreement, but shall solely provide the Purchaser security therefor. The Escrow Agent shall disburse the amounts from time to time on deposit in the Escrow Fund as follows: