Common use of Disbursements from Escrow Clause in Contracts

Disbursements from Escrow. Stephan, xxx Xuyer and the Seller agree to provide in writing to the Escrow Agent instructions as to the amount and method of disbursing the shares of Escrowed Stock. Such instructions to the Escrow Agent, and the amount of Escrowed Stock to be distributed by the Escrow Agent, shall be in accordance with the following terms and conditions: (i) all amounts in escrow shall be disbursed to the Seller on the one year anniversary date of the Closing (the "Disbursement Date"); provided, however, if prior to the Disbursement Date the Buyer makes a claim against the amounts remaining in escrow pursuant to subsection (ii) of this Section 2.10, or if prior to the Disbursement Date the Buyer makes a claim against the amounts in escrow pursuant to subsection (iii) of this Section 2.10, then Escrowed Stock having a value equal to the amount of each such claim shall be held in escrow (beyond the Disbursement Date, if necessary) until joint written instructions from Stephan, xxx Xuyer and the Seller or an order of any court of law having jurisdiction over such claim or the order of an arbitrator selected by Stephan, xxx Xuyer and the Seller to arbitrate the dispute shall be received by the Escrow Agent regarding the resolution of such claims and amounts; (ii) If, prior to the Disbursement Date, the Buyer makes a claim against the Seller pursuant to Section 6 hereof, then the Buyer shall notify the Escrow Agent in writing prior to the Disbursement Date of the amount of such claim and the Escrow Agent will reserve in escrow (beyond the Disbursement Date, if necessary) Escrowed Stock having a value equal to the amount of such claim until such time as the Escrow Agent shall receive joint written instructions from the Buyer, Stephan xxx xxe Seller or an order of any court of law having jurisdiction over such claim or the order of an arbitrator selected by Stephan, Xxxxr and the Seller to arbitrate the dispute regarding the resolution of such claim and such amounts; (iii) If, prior to the Disbursement Date, the Escrow Agent receives written notice from the Buyer, a copy of which notice shall be sent simultaneously by the Buyer to the Seller, as to a Purchase Price adjustment determined in accordance with Section 2.9 hereof, then, Escrowed Stock having a value equal to such Purchase Price adjustment shall be distributed to the Buyer within 10 business days of such written notice unless a written notice is received by the Escrow Agent from the Seller disputing such Purchase Price adjustment in which case the Escrow Agent will reserve in escrow (beyond the Disbursement Date, if necessary) Escrowed Stock having a value equal to the amount of such disputed Purchase Price adjustment until such time as the Escrow Agent shall receive joint written instructions from the Buyer, Stephan xxx xxe Seller or an order of any court of law having jurisdiction over such claim regarding the resolution of such claim and such amounts; (iv) Any time a claim is made under subsections (ii) or (iii) of this Section 2.10, the Escrow Agent will reserve Escrowed Stock having a value equal to the dollar amount of such claim. The value of Escrowed Stock required to be reserved shall be determined by reference to the average closing trading price of Stephan Xxxxxn Stock as reported in The Wall Street Journal (or other recognized daily financial newspaper) for the 20 trading days prior to the one year anniversary of the date of Closing.

Disbursements from Escrow. Stephan4.1. From time to time after the date of this Agreement, xxx Xuyer and GSI may send Escrow Agent a notice (each, a “Claim Notice”) that it is entitled to indemnification pursuant to the Seller agree Merger Agreement (a “Claim”). Each Claim Notice shall set forth the amount that GSI contends it is owed (or, if such amount cannot be determined presently, the reasonably estimated amount that GSI could be owed) and, in reasonable specificity, the basis for such contention. 4.2. The Shareholders shall be entitled to provide Escrow Agent with a written objection (each, a “Claim Notice Objection”) in writing respect of each Claim Notice. Each Claim Notice Objection shall state that the Shareholders dispute the facts set forth in the Claim Notice in question in good faith and also shall state, with reasonable specificity, the basis for such dispute. 4.3. If Escrow Agent does not receive a Claim Notice Objection from the Shareholders in respect of a particular Claim Notice on or before the thirtieth (30th) calendar day after the date on which such Claim Notice was given, Escrow Agent shall promptly pay the amount specified in such Claim Notice to GSI by delivering to GSI that portion of the Escrow Agent instructions as Assets that is equal in value to the amount and method of disbursing specified in the shares of Escrowed Stock. Such instructions to the Escrow AgentClaim Notice, and the amount of Escrowed Stock to be distributed by the Escrow Agent, shall be determined in accordance with Section 4.6. If the following terms Claim Notice in question states that the amount owed cannot then be determined, Escrow Agent shall not make any payment until GSI issues a follow-up Claim Notice to Escrow Agent in respect of such Claim setting forth the actual amount due, and conditions:if Escrow Agent does not receive a Claim Notice Objection from the Shareholders on or before the thirtieth (30th) day after the date on which such follow-up Claim Notice was given, Escrow Agent shall then pay GSI the actual amount due. 4.4. If Escrow Agent receives a Claim Notice Objection from the Shareholders in respect of a particular Claim Notice on or before the thirtieth (i30th) all amounts day after the date on which such Claim Notice or follow-up Claim Notice was given, Escrow Agent shall have no obligation to disburse the amount specified in escrow shall be disbursed to such Claim Notice except on receipt of a joint written direction signed by both GSI and the Seller on Shareholders or in accordance with a final (non-appealable) order, judgment or award of a court of competent jurisdiction. 4.5. GSI may not submit a Claim Notice after the one year first (1st) anniversary of the date of the Closing this Agreement (the "Disbursement “Escrow Termination Date"”); provided, however, if GSI may submit a follow up Claim Notice after that date with respect to any Claim Notice submitted prior to the Disbursement Date the Buyer makes a claim against the amounts remaining in escrow pursuant to subsection (ii) of this Section 2.10, or if prior to the Disbursement Date the Buyer makes a claim against the amounts in escrow pursuant to subsection (iii) of this Section 2.10, then Escrowed Stock having a value equal to that date which did not specify the amount of each such claim shall be held in escrow (beyond the Disbursement Claim because of the inability to then determine its exact amount. Promptly after the Escrow Termination Date, if necessary) until joint written instructions from Stephanno unresolved Claims filed by GSI remain outstanding, xxx Xuyer and the Seller or an order of any court of law having jurisdiction over such claim or the order of an arbitrator selected by Stephan, xxx Xuyer and the Seller to arbitrate the dispute shall be received by the Escrow Agent regarding the resolution of such claims and amounts; (ii) If, prior to the Disbursement Date, the Buyer makes a claim against the Seller pursuant to Section 6 hereof, then the Buyer shall notify the Escrow Agent in writing prior to the Disbursement Date of the amount of such claim and the Escrow Agent will reserve in escrow (beyond the Disbursement Date, if necessary) Escrowed Stock having a value equal to the amount of such claim until such time as the Escrow Agent shall receive joint written instructions from release the Buyer, Stephan xxx xxe Seller or an order of any court of law having jurisdiction over such claim or the order of an arbitrator selected by Stephan, Xxxxr and the Seller to arbitrate the dispute regarding the resolution of such claim and such amounts; (iii) If, prior remaining Escrow Assets to the Disbursement Shareholders. If at the Escrow Termination Date, indemnification Claims are outstanding which equal or exceed the fair market value of the Escrow Assets, the Escrow Agent receives written notice from Assets shall remain in escrow until the Buyerfinal resolution of the Claim or Claims. If at the Escrow Termination Date, a copy indemnification Claims are outstanding and the value of which notice shall be sent simultaneously by the Buyer to the SellerEscrow Assets, as to a Purchase Price adjustment determined in accordance with Section 2.9 hereof4.6 below, thenexceeds such indemnification Claims, Escrowed Stock having the Shareholders have the option to request a value equal to such Purchase Price adjustment release of a portion of the Escrow Assets (the “Option”). To exercise the Option, Txxxxx, as the Shareholders’ representative, shall be distributed to the Buyer within 10 business days of such written notice unless deliver a written notice is received by the request to Escrow Agent from in the Seller disputing such Purchase Price adjustment in which case form attached hereto as Exhibit 4.5 (the Escrow Agent will reserve in escrow (beyond “Request”). Upon receipt of the Disbursement DateRequest, if necessary) Escrowed Stock having a value equal to the amount of such disputed Purchase Price adjustment until such time as the Escrow Agent shall receive joint written instructions from release an amount of Escrow Assets to the BuyerShareholders in accordance with their respective ownership interests (the “Release Amount”), Stephan xxx xxe Seller in such amount that the Escrow Assets retained in escrow after such release shall have an aggregate fair market value which is at least two (2) times the amount of the indemnification Claim or an order Claims outstanding. 4.6. The Escrow Shares will be valued by taking the average of any court of law having jurisdiction over such claim regarding the resolution mean between the bid and ask closing quotations (or, if available, the closing prices) of such claim and such amounts; (iv) Any time a claim is made under subsections (ii) or (iii) of this Section 2.10, the Escrow Agent will reserve Escrowed Stock having a value equal to the dollar amount of such claim. The value of Escrowed Stock required to be reserved shall be determined by reference to the average closing trading price of Stephan Xxxxxn Stock as reported in The Wall Street Journal shares on NASDAQ (or other recognized daily financial newspaperequivalent trading market on which the shares are then traded) for the 20 last ten (10) trading days prior to the one year anniversary date on which Escrow Agent is authorized or required to determine the fair market value of such shares (hereafter the “Share Value”). The value of any other property will be determined by its fair market value on the date the Escrow Agent is authorized or required to determine the fair market value of Closingsuch assets.

Disbursements from Escrow. Stephan, xxx Xuyer and As more specifically set forth in the Seller agree Escrow Agreement: (a) Buyer may from time to provide in writing time give to the Escrow Agent instructions as (i) a duplicate copy of any Indemnification Notice pursuant to Section 10.4 above, (ii) a duplicate copy of any Non-Third Party Claim Indemnification Notice pursuant to Section 10.5 above, or (iii) such other notice stating that (A) any claim for indemnification under Section 6.13 above or (B) any Indemnifiable Claim under this Article X (each an "Indemnification Claim") has been made by any Buyer Indemnified Party and identifying in good faith the estimated dollar amount and method of disbursing the shares such Indemnification Claim accompanied by reasonable supporting documentation (a "Buyer Notice"). (b) Immediately upon receipt of Escrowed Stock. Such instructions to a Buyer Notice, the Escrow Agent, Agent shall give Seller notice of receipt thereof (an "Escrow Agent Notice"). If Seller gives notice to Buyer and the amount Escrow Agent disputing any such Indemnification Claim and/or indicating that Seller awaits additional supporting documentation (a "Counter Notice") within twenty (20) calendar days following receipt of Escrowed Stock to be distributed by the Escrow AgentAgent Notice, such Indemnification Claim shall be resolved in accordance with the following terms and conditions: (i) all amounts in escrow shall be disbursed to the Seller on the one year anniversary date of the Closing (the "Disbursement Date"); provided, however, if prior to the Disbursement Date the Buyer makes a claim against the amounts remaining in escrow pursuant to subsection (ii) of this Section 2.10, or if prior to the Disbursement Date the Buyer makes a claim against the amounts in escrow pursuant to subsection (iii) of this Section 2.10, then Escrowed Stock having a value equal to the amount of each such claim shall be held in escrow (beyond the Disbursement Date, if necessary) until joint written instructions from Stephan, xxx Xuyer and the Seller or an order of any court of law having jurisdiction over such claim or the order of an arbitrator selected by Stephan, xxx Xuyer and the Seller to arbitrate the dispute shall be received by the Escrow Agent regarding the resolution of such claims and amounts; (ii) If, prior to the Disbursement Date, the Buyer makes a claim against the Seller pursuant to Section 6 hereof, then the Buyer shall notify the Escrow Agent in writing prior to the Disbursement Date of the amount of such claim and the Escrow Agent will reserve in escrow (beyond the Disbursement Date, if necessary) Escrowed Stock having a value equal to the amount of such claim until such time as the Escrow Agent shall receive joint written instructions from the Buyer, Stephan xxx xxe Seller or an order of any court of law having jurisdiction over such claim or the order of an arbitrator selected by Stephan, Xxxxr and the Seller to arbitrate the dispute regarding the resolution of such claim and such amounts; (iii) If, prior to the Disbursement Date, the Escrow Agent receives written notice from the Buyer, a copy of which notice shall be sent simultaneously by the Buyer to the Seller, as to a Purchase Price adjustment determined in accordance with Section 2.9 hereof, then, Escrowed Stock having a value equal to such Purchase Price adjustment shall be distributed to the Buyer within 10 business days of such written notice unless a written notice Agreement. If no Counter Notice is received by the Escrow Agent within such twenty (20) days, then the dollar amount of Damages claimed by the applicable Buyer Indemnified Party as set forth in the Buyer Notice shall be deemed established for purposes of this Agreement and the Escrow Agreement, and, at the end of such 20-day period, the Escrow Agent shall pay Buyer an amount equal to the dollar amount claimed in the Buyer Notice from the Escrow. (c) The Escrow Agent will distribute any undistributed amount of the Escrow Amount, together with all interest and other income thereon and proceeds thereof (the "Escrow Deposit") to Seller disputing such Purchase Price adjustment on the first (1st) business day after the Escrow Termination Date (as defined below), unless an Indemnification Claim is then pending, in which case the amounts to be so distributed from (the Escrow Agent will reserve in escrow (beyond Deposit shall be reduced by the Disbursement Date, if necessary) Escrowed Stock having a value equal to the aggregate dollar amount of such disputed Purchase Price adjustment until such time as Indemnification Claims pending their resolution in accordance with the provisions of the Escrow Agent Agreement. For purposes hereof, the term "Escrow Termination Date" shall receive joint written instructions from mean 5:00 p.m. Eastern Time on the Buyerdate that is 17 months after the Closing Date. Notwithstanding the foregoing, Stephan xxx xxe Seller or an order of so long as no Indemnification Claim has been made by any court of law having jurisdiction over such claim regarding the resolution of such claim and such amounts; (iv) Any time a claim is made under subsections (ii) or (iii) of this Section 2.10Buyer Indemnified Party, the Escrow Agent will reserve Escrowed Stock having a value equal distribute the entire Escrow Deposit to Seller on the dollar amount of such claim. The value of Escrowed Stock required to be reserved shall be determined by reference to first (1st) Business Day after the average closing trading price of Stephan Xxxxxn Stock as reported in The Wall Street Journal (or other recognized daily financial newspaper) for the 20 trading days prior to the one year anniversary of the date of ClosingEscrow Termination Date.

Disbursements from Escrow. Stephan4.1. From time to time after the date of this Agreement, xxx Xuyer and GSI may send Escrow Agent a notice (each, a “Claim Notice”) that it is entitled to indemnification pursuant to the Seller agree Merger Agreement (a “Claim”). Each Claim Notice shall set forth the amount that GSI contends it is owed (or, if such amount cannot be determined presently, the reasonably estimated amount that GSI could be owed) and, in reasonable specificity, the basis for such contention. 4.2. The Shareholders shall be entitled to provide Escrow Agent with a written objection (each, a “Claim Notice Objection”) in writing respect of each Claim Notice. Each Claim Notice Objection shall state that the Shareholders dispute the facts set forth in the Claim Notice in question in good faith and also shall state, with reasonable specificity, the basis for such dispute. 4.3. If Escrow Agent does not receive a Claim Notice Objection from the Shareholders in respect of a particular Claim Notice on or before the thirtieth (30th) calendar day after the date on which such Claim Notice was given, Escrow Agent shall promptly pay the amount specified in such Claim Notice to GSI by delivering to GSI that portion of the Escrow Agent instructions as Assets that is equal in value to the amount and method of disbursing specified in the shares of Escrowed Stock. Such instructions to the Escrow AgentClaim Notice, and the amount of Escrowed Stock to be distributed by the Escrow Agent, shall be determined in accordance with Section 4.6. If the following terms Claim Notice in question states that the amount owed cannot then be determined, Escrow Agent shall not make any payment until GSI issues a follow-up Claim Notice to Escrow Agent in respect of such Claim setting forth the actual amount due, and conditions:if Escrow Agent does not receive a Claim Notice Objection from the Shareholders on or before the thirtieth (30th) day after the date on which such follow-up Claim Notice was given, Escrow Agent shall then pay GSI the actual amount due. 4.4. If Escrow Agent receives a Claim Notice Objection from the Shareholders in respect of a particular Claim Notice on or before the thirtieth (i30th) all amounts day after the date on which such Claim Notice or follow-up Claim Notice was given, Escrow Agent shall have no obligation to disburse the amount specified in escrow shall be disbursed to such Claim Notice except on receipt of a joint written direction signed by both GSI and the Seller on Shareholders or in accordance with a final (non-appealable) order, judgment or award of a court of competent jurisdiction. 4.5. GSI may not submit a Claim Notice after the one year first (1st) anniversary of the date of the Closing this Agreement (the "Disbursement “Escrow Termination Date"”); provided, however, if GSI may submit a follow up Claim Notice after that date with respect to any Claim Notice submitted prior to the Disbursement Date the Buyer makes a claim against the amounts remaining in escrow pursuant to subsection (ii) of this Section 2.10, or if prior to the Disbursement Date the Buyer makes a claim against the amounts in escrow pursuant to subsection (iii) of this Section 2.10, then Escrowed Stock having a value equal to that date which did not specify the amount of each such claim shall be held in escrow (beyond the Disbursement Claim because of the inability to then determine its exact amount. Promptly after the Escrow Termination Date, if necessary) until joint written instructions from Stephanno unresolved Claims filed by GSI remain outstanding, xxx Xuyer and the Seller or an order of any court of law having jurisdiction over such claim or the order of an arbitrator selected by Stephan, xxx Xuyer and the Seller to arbitrate the dispute shall be received by the Escrow Agent regarding the resolution of such claims and amounts; (ii) If, prior to the Disbursement Date, the Buyer makes a claim against the Seller pursuant to Section 6 hereof, then the Buyer shall notify the Escrow Agent in writing prior to the Disbursement Date of the amount of such claim and the Escrow Agent will reserve in escrow (beyond the Disbursement Date, if necessary) Escrowed Stock having a value equal to the amount of such claim until such time as the Escrow Agent shall receive joint written instructions from release the Buyer, Stephan xxx xxe Seller or an order of any court of law having jurisdiction over such claim or the order of an arbitrator selected by Stephan, Xxxxr and the Seller to arbitrate the dispute regarding the resolution of such claim and such amounts; (iii) If, prior remaining Escrow Assets to the Disbursement Shareholders. If at the Escrow Termination Date, indemnification Claims are outstanding which equal or exceed the fair market value of the Escrow Assets, the Escrow Agent receives written notice from Assets shall remain in escrow until the Buyerfinal resolution of the Claim or Claims. If at the Escrow Termination Date, a copy indemnification Claims are outstanding and the value of which notice shall be sent simultaneously by the Buyer to the SellerEscrow Assets, as to a Purchase Price adjustment determined in accordance with Section 2.9 hereof4.6 below, thenexceeds such indemnification Claims, Escrowed Stock having the Shareholders have the option to request a value equal to such Purchase Price adjustment release of a portion of the Escrow Assets (the “Option”). To exercise the Option, Xxxxxx, as the Shareholders’ representative, shall be distributed to the Buyer within 10 business days of such written notice unless deliver a written notice is received by the request to Escrow Agent from in the Seller disputing such Purchase Price adjustment in which case form attached hereto as Exhibit 4.5 (the Escrow Agent will reserve in escrow (beyond “Request”). Upon receipt of the Disbursement DateRequest, if necessary) Escrowed Stock having a value equal to the amount of such disputed Purchase Price adjustment until such time as the Escrow Agent shall receive joint written instructions from release an amount of Escrow Assets to the BuyerShareholders in accordance with their respective ownership interests (the “Release Amount”), Stephan xxx xxe Seller in such amount that the Escrow Assets retained in escrow after such release shall have an aggregate fair market value which is at least two (2) times the amount of the indemnification Claim or an order Claims outstanding. 4.6. The Escrow Shares will be valued by taking the average of any court of law having jurisdiction over such claim regarding the resolution mean between the bid and ask closing quotations (or, if available, the closing prices) of such claim and such amounts; (iv) Any time a claim is made under subsections (ii) or (iii) of this Section 2.10, the Escrow Agent will reserve Escrowed Stock having a value equal to the dollar amount of such claim. The value of Escrowed Stock required to be reserved shall be determined by reference to the average closing trading price of Stephan Xxxxxn Stock as reported in The Wall Street Journal shares on NASDAQ (or other recognized daily financial newspaperequivalent trading market on which the shares are then traded) for the 20 last ten (10) trading days prior to the one year anniversary date on which Escrow Agent is authorized or required to determine the fair market value of such shares (hereafter the “Share Value”). The value of any other property will be determined by its fair market value on the date the Escrow Agent is authorized or required to determine the fair market value of Closingsuch assets.