Common use of Disbursements of Escrow Funds Clause in Contracts

Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds only (1) in the event the Officer’s employment with the Company is terminated by the Company for any reason other than as a result of the Officer’s death or Disability (as defined in the Employment Agreement) or for Cause (as defined in the Employment Agreement), or (2) in the event the Officer’s employment with the Company is terminated within two (2) years following a Change in Control (as defined in the Employment Agreement), (a) by the Company without Cause or (b) by the Officer for Good Reason (as defined in the Employment Agreement). To evidence the fulfillment of the condition to payment and release of the Escrow Funds and as a condition to Escrow Agent’s duty to disburse the Escrow Funds, the Officer shall deliver a duly executed Officer Certificate. Such Officer Certificate shall contain wiring instructions or an address to which a check shall be sent. Upon the expiration of the Escrow Period, Escrow Agent shall distribute, as promptly as practicable, any remaining Escrow Funds in the manner described on Schedule A, without any further instruction or direction from the Company, any Company Representative, or the Officer. In the event the Escrow Funds are paid to the Officer in accordance with this Section 4, the Officer shall have the sole responsibility to pay all applicable state and federal taxes, including all applicable withholding taxes, on amounts paid to the Officer. The Escrow Agent shall not be responsible for withholding any amounts on behalf of the Officer. At the end of the Escrow Period, all interest and earnings on the Escrow Funds shall be returned to the Company. All disbursements of funds from the Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant to Section 10 and Section 11 below.

Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds only (1) in the event the Officer’s employment with the Company is terminated by the Company for any reason other than as a result of the Officer’s death or Disability (as defined in the Employment Agreement) or convenience and not for Cause (as defined in the Employment Agreement), or (2) in the event the Officer’s employment with the Company is terminated within two (2) years following a Change in Control (as defined in the Employment Agreement), (a) by the Company without Cause or (b) by the Officer for Good Reason cause (as defined in the Employment Agreement). To evidence the fulfillment of the condition to payment and release of the Escrow Funds and as a condition to Escrow Agent’s duty to disburse the Escrow Funds, the Officer shall deliver a duly executed Officer Certificate. Such Officer Certificate shall contain wiring instructions or an address to which a check shall be sent. Upon the expiration of the Escrow Period, Escrow Agent shall distribute, as promptly as practicable, any remaining Escrow Funds in the manner described on Schedule A, without any further instruction or direction from the Company, any Company Representative, or the Officer. In the event the Escrow Funds are paid to the Officer in accordance with this Section 4, the Officer shall have the sole responsibility to pay all applicable state and federal taxes, including all applicable withholding taxes, on amounts paid to the Officer. The Escrow Agent shall not be responsible for withholding any amounts on behalf of the Officer. At the end of the Escrow Period, all interest and earnings on the Escrow Funds shall be returned to the Company. All disbursements of funds from the Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant to Section 10 and Section 11 below.