Common use of Disposition of Escrow Fund Clause in Contracts

Disposition of Escrow Fund. (a) From and after the Closing at any time or times on or before the First Anniversary Date, NewCo may make claims against the Escrow Fund pursuant to and in accordance with the Transition Payment Agreement. In the event that NewCo shall have made a claim for funds pursuant to and in accordance with the Transition Payment Agreement, NewCo shall notify Parent of such claim in accordance with the applicable provisions of the Transition Payment Agreement and provide a copy of such notice to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and to the Escrow Agent within five Business Days after receipt of notice of NewCo’s claim by Parent, in which case the Escrow Agent shall (i) continue to hold in the Escrow Fund in accordance with the terms of this Escrow Agreement the amount of such claim that is disputed by Parent and (ii) pay the balance of such claim (if any) in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged to be payable out of the Escrow Fund in the full amount and the Escrow Agent shall pay such claim in immediately available funds to NewCo within three Business Days after expiration of such five Business Day period. Upon final resolution of any such dispute in accordance with the applicable provisions of the Transition Payment Agreement, Parent and NewCo, within three Business Days after such final resolution, shall jointly instruct the Escrow Agent to release the amount determined to be payable to NewCo pursuant to the applicable provisions of the Transition Payment Agreement from the Escrow Fund in immediately available funds within three Business Days after the receipt of such instruction. (b) The Escrow Agent shall continue to hold in the Escrow Fund the amount of any claim made by NewCo under Section 6(a), with respect to which Parent has timely delivered a notice of dispute under such section, until the Escrow Agent receives: (i) a joint instruction from Parent and NewCo regarding the disposition of such amount, or (ii) a final, non-appealable judgment (or final judgment with respect to which no notice of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the dispute, together with an opinion of counsel to the presenting party to the effect that such judgment is final and non-appealable (or final and no notice of appeal has been filed within thirty days thereof) and from an arbitration panel or court having jurisdiction over the dispute. Upon receipt of a joint instruction or a final non-appealable judgment, the Escrow Agent shall pay such amount from the Escrow Fund to NewCo as directed by such joint instruction or judgment and the remaining balance of the amount subject to dispute shall continue to be held by Escrow Agent as part of the Escrow Fund and disbursed pursuant to the terms of this Escrow Agreement. The Escrow Agent shall make any such payment out of the Escrow Fund within three Business Days following the Escrow Agent’s receipt of a joint instruction or judgment. (c) Upon the Escrow Agent’s receipt of instructions that any portion of the Escrow Fund is to be released to NewCo in accordance with either Section 6(a) or Section 6(b) of this Escrow Agreement, the Escrow Agent shall release from the Escrow Fund, and pay and deliver to NewCo, such amount, within three Business Days after receipt of such notice. Any instruction given by NewCo or Parent, as the case may be, to the Escrow Agent that complies with the provisions of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on all the parties to this Escrow Agreement. (d) Notwithstanding anything in this Escrow Agreement to the contrary, upon receiving joint written instructions by Parent and NewCo to distribute any portion of the Escrow Fund to any party, the Escrow Agent will comply with such instructions within three Business Days after its receipt of such instructions.

Disposition of Escrow Fund. (a) From and after During the Closing at any time or times on or before the First Anniversary Dateterm of this Escrow Agreement, NewCo may Escrow Agent shall make claims against disbursements from the Escrow Fund pursuant to upon the receipt of and in accordance with the Transition Payment Agreementwritten instructions of the Company, identifying the amount of the payment and the person(s) to receive payment. In At any time and from time to time and, with respect to each individual Indemnitee’s rights hereunder, prior to the event that NewCo shall have made a claim for funds pursuant to and in accordance with sixth anniversary after the Transition Payment termination of such Indemnitee’s Indemnification Agreement, NewCo shall notify Parent of such claim in accordance with the applicable provisions of the Transition Payment Agreement and provide a copy of such notice to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and upon delivery to the Escrow Agent within five Business Days after receipt of notice a certificate signed by or on behalf of NewCo’s claim by Parent, in which case an Indemnitee and certifying to the Escrow Agent shall that (i) continue to hold in the Escrow Fund in accordance with the terms of this Escrow Agreement the amount date of such claim certificate is prior to the sixth anniversary after the termination of such Indemnitee’s Indemnification Agreement or that is disputed by Parent and such termination has not yet occurred, (ii) pay the balance of such claim (if any) Company is in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged default in paying Indemnitee a specified amount which Indemnitee states to be payable out owed under his or her Indemnification Agreement (the “Amount”) and (iii) the Indemnitee has delivered to the Company pursuant to Section 3 of the Escrow Fund in Indemnification Agreement (a) the full amount and the Escrow Agent shall pay such claim in immediately available funds notice of Proceeding pursuant to NewCo within three Business Days after expiration of such five Business Day period. Upon final resolution of any such dispute in accordance with the applicable provisions Section 6 of the Transition Payment Agreement, Parent Indemnification Agreement and NewCo, within three Business Days after such final resolution, shall jointly instruct the Escrow Agent to release the amount determined to be payable to NewCo pursuant to the applicable provisions of the Transition Payment Agreement from the Escrow Fund in immediately available funds within three Business Days after the receipt of such instruction. (b) The Escrow Agent shall continue to hold the undertaking in substantially the Escrow Fund the amount of any claim made by NewCo under Section 6(a), with respect to which Parent has timely delivered a notice of dispute under such section, until the Escrow Agent receives: (i) a joint instruction from Parent and NewCo regarding the disposition of such amount, or (ii) a final, non-appealable judgment (or final judgment with respect to which no notice of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the dispute, together with an opinion of counsel form attached as Exhibit I to the presenting party Indemnification Agreement delivered to the effect that such judgment is final and non-appealable (or final and no notice of appeal has been filed within thirty days thereof) and from an arbitration panel or court having jurisdiction over the dispute. Upon receipt of a joint instruction or a final non-appealable judgment, the Escrow Agent shall pay such amount from the Escrow Fund Company pursuant to NewCo as directed by such joint instruction or judgment and the remaining balance Section 3 of the amount subject to dispute shall continue to be held by Escrow Agent as part of the Escrow Fund and disbursed pursuant to the terms of this Escrow Agreement. The Escrow Agent shall make any such payment out of the Escrow Fund within three Business Days following the Escrow Agent’s receipt of a joint instruction or judgment. (c) Upon the Escrow Agent’s receipt of instructions that any portion of the Escrow Fund is to be released to NewCo in accordance with either Section 6(a) or Section 6(b) of this Escrow Indemnification Agreement, the Escrow Agent shall release forthwith pay such Amount to the Indemnitee; except that to the extent payments hereunder can be made only from funds held in the form of a deposit or obligation, such payments may he postponed until such deposit or obligation shall have matured. Subject to the foregoing limitations, amounts shall be paid to Indemnitees thirty (30) days after being so certified in the full amount certified until the Escrow Fund is depleted; except that, if at the time such Amount is to be paid (the thirtieth day after certification) other amounts have been claimed during the immediately preceding thrifty (30) days by the same or other Indemnitees and the aggregate Amounts so claimed exceed the assets in the Escrow Fund, and pay and deliver to NewCo, such amount, within three Business Days after receipt of such notice. Any instruction given by NewCo or Parent, as the case may be, to the Escrow Agent shall only pay that complies with the provisions of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on all the parties to this Escrow Agreement. (d) Notwithstanding anything in this Escrow Agreement to the contrary, upon receiving joint written instructions by Parent and NewCo to distribute any portion of the Amount then payable determined by multiplying such Amount by a fraction, the numerator of which is the aggregate of funds then in the Escrow Fund and the denominator of which is the aggregate Amounts certified by Indemnitees to be owed but not yet paid to that date. The Escrow Agent shall promptly inform the Company as to Amounts paid to any party, the Escrow Agent will comply with such instructions within three Business Days after its receipt of such instructionsIndemnitee pursuant to this paragraph 5.

Disposition of Escrow Fund. (a) From and after the Closing at any time or times on or before the First Anniversary Date, NewCo may make claims against The Escrow Agent shall disburse the Escrow Fund pursuant to Deposit and in accordance with the Transition Payment Agreement. In the event that NewCo shall have made a claim for funds pursuant to and in accordance with the Transition Payment Agreement, NewCo shall notify Parent of such claim in accordance with the applicable provisions of the Transition Payment Agreement and provide a copy of such notice to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and to accrued interest thereon as follows: A. Should the Escrow Agent within five Business Days after receipt of be served with a notice of NewCo’s claim by Parentfrom the Acquiror and Regent specifying the Closing Date under the Agreement, in which case then the Escrow Agent shall (i) continue to hold in return the Escrow Fund in accordance with Deposit to Acquiror at the terms Closing, and Regent and Escrow Agent shall deliver instructions to Banque Paribas (or other issuing bank) that the Letter of this Escrow Agreement the amount of such claim that is disputed by Parent and (ii) pay the balance of such claim Credit be cancelled (if anynot previously converted to the Cash Escrow). B. Should the Escrow Agent receive a notice from Acquiror ("Acquiror's Notice") in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged stating that the Agreement is to be payable out terminated prior to or on the Closing Date pursuant to Section 8.1(A) (2), (3), (4) or (5) of the Escrow Fund in the full amount and Agreement, then the Escrow Agent shall pay such claim in immediately available funds send a copy of Acquiror's Notice to NewCo within three Business Days after expiration of such five Business Day period. Upon final resolution of Regent and return the Escrow Deposit, together with any such dispute in accordance with interest earned on the applicable provisions Cash Escrow, to the Acquiror, as of the Transition Payment Agreementdate of termination of the Agreement and Regent and Escrow Agent shall deliver instructions to Banque Paribas (or other issuing bank) that the Letter of Credit be cancelled (if not previously converted to the Cash Escrow), Parent and NewCoPROVIDED, within three Business Days HOWEVER, that Escrow Agent shall not disburse the Escrow Deposit until twenty days shall have elapsed after such final resolution, shall jointly instruct the date on which the Escrow Agent sent a copy of Acquiror's Notice to release Regent. If the amount determined to be payable to NewCo pursuant Escrow Agent receives during such twenty day period a conflicting notice from Regent stating that the Acquiror is not entitled to the applicable provisions of the Transition Payment Agreement from the Escrow Fund in immediately available funds within three Business Days after the receipt of such instruction. (b) The Deposit, then Escrow Agent shall continue to hold in make no distribution of the Escrow Fund Deposit unless and until it is instructed by an arbitrator or a court of competent jurisdiction which has resolved the amount of any claim made by NewCo under Section 6(a), with respect to which Parent has timely delivered a notice of dispute under such section, until between the parties. C. Should the Escrow Agent receives: be served with notice from Regent ("Regent's Notice") specifying that (i) a joint instruction from Parent the Acquiror has failed to close the transaction contemplated by the Agreement and NewCo regarding the disposition conditions to Acquiror's obligations to close provided in Section 6.1 and Section 6.2 of such amountthe Agreement are satisfied, or (ii) Regent is entitled to terminate the Agreement pursuant to Section 8.1(A)(6) thereof, then the Escrow Agent shall send a finalcopy of Regent's Notice to Acquiror. On the fifth business day after Regent's Notice is given to Escrow Agent, non-appealable judgment Escrow Agent will, upon Regent's request, draw on the Letter of Credit, and the proceeds thereof shall be payable to Escrow Agent and become the Escrow Deposit (or final judgment with respect to which no notice of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the dispute, together with an opinion of counsel if not previously converted to the presenting party Cash Escrow). Escrow Agent shall pay the Escrow Deposit, including any interest earned on the Cash Escrow, to Regent, as a termination fee, PROVIDED, HOWEVER, that Escrow Agent shall not disburse the Escrow Deposit until twenty days shall have elapsed after the date on which the Escrow Agent sent a copy of Regent's Notice to Acquiror. If the Escrow Agent receives during such twenty day period a conflicting notice from Acquiror stating that Regent is not entitled to the effect that such judgment Escrow Deposit, then Escrow Agent shall make no distribution of the Escrow Deposit unless and until it is final and non-appealable (or final and no notice of appeal has been filed within thirty days thereof) and from instructed by an arbitration panel or court having jurisdiction over the dispute. Upon receipt of a joint instruction arbitrator or a final non-appealable judgmentcourt of competent jurisdiction which has resolved the dispute between the parties. D. Notwithstanding the foregoing, the Escrow Agent shall pay such amount from the Escrow Fund to NewCo as directed comply with any instructions signed by such joint instruction or judgment both Acquiror and the remaining balance of the amount subject to dispute shall continue to be held by Escrow Agent as part Regent concerning disposition of the Escrow Fund and disbursed pursuant to the terms of this Escrow Agreement. The Escrow Agent shall make any such payment out of the Escrow Fund within three Business Days following the Escrow Agent’s receipt of a joint instruction or judgmentDeposit. (c) Upon the Escrow Agent’s receipt of instructions that any portion of the Escrow Fund is to be released to NewCo in accordance with either Section 6(a) or Section 6(b) of this Escrow Agreement, the Escrow Agent shall release from the Escrow Fund, and pay and deliver to NewCo, such amount, within three Business Days after receipt of such notice. Any instruction given by NewCo or Parent, as the case may be, to the Escrow Agent that complies with the provisions of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on all the parties to this Escrow Agreement. (d) Notwithstanding anything in this Escrow Agreement to the contrary, upon receiving joint written instructions by Parent and NewCo to distribute any portion of the Escrow Fund to any party, the Escrow Agent will comply with such instructions within three Business Days after its receipt of such instructions.

Disposition of Escrow Fund. (a) From If Seller is obligated to pay the Independent Accountant's fees and after expenses pursuant to Section 3.2(c) of the Closing Asset Purchase Agreement or owes Buyer a Subsequent Payment as determined pursuant to Section 3.2 of the Asset Purchase Agreement, the Escrow Agent shall be so notified and shall promptly pay, in the following order, (i) first, any fees, costs and expenses owing to the Independent Accountant which Seller is obligated to pay and (ii) next, the amount of the Subsequent Payment. (b) Buyer shall be entitled to receive payment from the Escrow Fund in the amount which, at any time and from time to time, Buyer is entitled to be indemnified, held harmless or times on or before reimbursed as provided in Section 12.1(b) of the First Anniversary DateAsset Purchase Agreement, NewCo may make claims against the Escrow Fund pursuant to and in each case in accordance with the Transition Payment Agreement. In the event that NewCo following provisions: (i) If and whenever Buyer shall have made assert a claim for funds pursuant indemnification under the Asset Purchase Agreement (a "Claim"), Buyer shall provide the Escrow Agent and Seller with a written notice (a "Claim Notice") to the Escrow Agent and Seller, signed by a duly authorized officer of Buyer, which (i) sets forth in accordance reasonable detail the facts giving rise to such Claim for indemnification under the Asset Purchase Agreement, (ii) includes the amount (if then known) or the method of computation of the amount of such Claim and (iii) includes a reference to the provision of the Asset Purchase Agreement or any other agreement, document or instrument executed under the Asset Purchase Agreement or in connection with the Transition Payment AgreementAsset Purchase Agreement upon which such Claim is based. (ii) If Seller receives a Claim Notice, NewCo shall notify Parent of Seller may, as herein provided, respond in writing to such claim in accordance Claim Notice (with the applicable provisions of the Transition Payment Agreement and provide a copy of such notice to the Escrow Agent) within 10 business days from the date the same was delivered (herein called the "Response Period"). If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and to neither Buyer nor the Escrow Agent receives such written response from Seller within five Business Days after receipt of notice of NewCo’s claim by Parentthe Response Period, in which case the Escrow Agent shall (i) continue to hold in the Escrow Fund in accordance with the terms of this Escrow Agreement the amount of such claim that is disputed by Parent and (ii) pay the balance of such claim (if any) in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim then Seller shall be deemed to have been acknowledged the adequacy of such notice and the correctness of such Claim for the full amount thereof as specified in the Claim Notice, and the Escrow Agent, shall immediately deliver to be payable Buyer out of the Escrow Fund cash in the full amount specified in the Claim Notice or such lesser amount as shall then remain in escrow. (iii) At any time during the Response Period, Seller may notify Buyer, with a copy to the Escrow Agent, that the Claim described in the Claim Notice or any portion thereof is disputed by Seller by defending the basis for the Claim (such notice being hereinafter referred to as the "Dispute Notice"). Upon receipt of a Dispute Notice, the Escrow Agent: (1) shall deliver to Buyer out of the Escrow Fund the amount equal to any portion of the Claim that is not disputed by Seller and (2) shall designate and segregate out of the Escrow Fund the portion of the Escrow Fund subject to the Claim that is disputed by Seller. Thereafter, the Escrow Agent shall pay such claim in immediately available funds to NewCo within three Business Days after expiration not dispose of such five Business Day period. Upon final resolution of any such dispute in accordance with the applicable provisions that remaining portion of the Transition Payment Agreement, Parent and NewCo, within three Business Days after such final resolution, shall jointly instruct Escrow Fund subject to the Claim until the Escrow Agent shall have received a certified copy of a final judgment or decree of a court of competent jurisdiction with respect to release the Claim or Claims set forth in the Claim Notice, or the Escrow Agent shall have received a copy of a written agreement between Buyer and Seller resolving such dispute and setting forth the amount, if any, of the Claim which Buyer is entitled to receive. The Escrow Agent will pay Buyer the amount determined Buyer is entitled to be payable to NewCo pursuant to receive as set forth in such judgment or decree after the applicable provisions expiration of the Transition Payment Agreement 10 business days from the Escrow Fund in immediately available funds within three Business Days after the receipt of such instructionjudgment or decree or, in the event that the amount to which Buyer is entitled is established pursuant to an agreement between Buyer and Seller, as soon as possible after the Escrow Agent's receipt of such agreement. Copies of any written agreement between Seller and Buyer confirming that Buyer is entitled to a portion, but not all of the amount, claimed by Buyer may be filed by Buyer with the Escrow Agent, with the effect set forth in the preceding sentence as to the agreed amount, but no such agreement or filing thereof shall operate as a waiver of Buyer's rights as to the disputed amount, including without limitation its right to recover the same (unless such waiver is expressly set forth in such agreement), and any final judgment or decree of a court of competent jurisdiction that Buyer is entitled to receive the disputed amount may be filed with the Escrow Agent and shall, when filed with the Escrow Agent, be acted on as set forth above. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (bc) The Escrow Agent shall continue to hold in the Escrow Fund the amount not dispose of any claim made by NewCo under Section 6(a), with respect to which Parent has timely delivered a notice of dispute under such section, until the Escrow Agent receives: (i) a joint instruction from Parent and NewCo regarding the disposition of such amount, all or (ii) a final, non-appealable judgment (or final judgment with respect to which no notice of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the dispute, together with an opinion of counsel to the presenting party to the effect that such judgment is final and non-appealable (or final and no notice of appeal has been filed within thirty days thereof) and from an arbitration panel or court having jurisdiction over the dispute. Upon receipt of a joint instruction or a final non-appealable judgment, the Escrow Agent shall pay such amount from the Escrow Fund to NewCo as directed by such joint instruction or judgment and the remaining balance of the amount subject to dispute shall continue to be held by Escrow Agent as part of the Escrow Fund and disbursed pursuant to the terms of this Escrow Agreement. The Escrow Agent shall make any such payment out of the Escrow Fund within three Business Days following the Escrow Agent’s receipt of a joint instruction or judgment. (c) Upon the Escrow Agent’s receipt of instructions that any portion of the Escrow Fund is to be released to NewCo other than as provided in accordance with either Section 6(a) or Section 6(b) of this Escrow Agreement, the Escrow Agent shall release from the Escrow Fund, and pay and deliver to NewCo, such amount, within three Business Days after receipt of such notice. Any instruction given by NewCo or Parent, as the case may be, to the Escrow Agent that complies with the provisions of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on all the parties to this Escrow Agreement. (d) Notwithstanding anything in this Escrow Agreement to the contrary, upon receiving joint written instructions by Parent and NewCo to distribute any portion of the Escrow Fund to any party, the Escrow Agent will comply with such instructions within three Business Days after its receipt of such instructions.

Disposition of Escrow Fund. (a) From and after the Closing at any time or times on or before the First Anniversary Date, NewCo may make claims against Escrow Agent shall deliver the Escrow Fund pursuant to Seller (i) on the Closing Date on the consummation of the transactions contemplated herein, or (ii) following receipt of written demand therefor from Seller stating that Purchaser has defaulted in the performance of this Agreement, setting forth the nature of such default (and in accordance with payment of the Transition Payment Agreement. In the event that NewCo same shall be deemed liquidated damages and Purchaser shall have made a claim for funds pursuant no further liability hereunder) provided, however, Escrow Agent shall not make any such payment to and in accordance with Seller until the Transition Payment Agreement, NewCo shall notify Parent expiration of such claim in accordance with ten (10) days from the applicable provisions date of the Transition Payment Agreement and provide mailing a copy of such notice Seller's demand to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo Purchaser; and to the Escrow Agent within five Business Days after receipt of notice of NewCo’s claim by Parent, in which case the if Escrow Agent shall (i) continue receive written notice of objection from Purchaser to hold in the Escrow Fund in accordance with the terms of this Escrow Agreement the amount of such claim that is disputed by Parent and (ii) pay the balance of such claim (if any) in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged to be payable out payment of the Escrow Fund in the full amount and to Seller, the Escrow Agent Fund shall pay such claim in immediately available funds to NewCo within three Business Days after expiration be disposed of such five Business Day period. Upon final resolution of any such dispute in accordance with the applicable provisions of the Transition Payment Agreement, Parent and NewCo, within three Business Days after such final resolution, shall jointly instruct the Escrow Agent to release the amount determined to be payable to NewCo pursuant to the applicable provisions of the Transition Payment Agreement from the Escrow Fund in immediately available funds within three Business Days after the receipt of such instructionsubsection (c). (b) The Escrow Agent shall continue to hold in deliver the Escrow Fund the amount to Purchaser following receipt of any claim made by NewCo under Section 6(a), with respect to which Parent has timely delivered a notice of dispute under such section, until the Escrow Agent receives: written demand therefor from Purchaser stating that (i) a joint instruction from Parent and NewCo regarding Seller has defaulted in the disposition performance of this Agreement setting forth the nature of such amount, default or (ii) a finalthe conditions precedent set forth in Section 8 have not been fulfilled and, non-appealable judgment (or final judgment with respect to which after payment of same, this Agreement shall be of no notice force and effect and neither party shall have any claim against the other by reason of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the disputeanything herein contained; provided, together with an opinion of counsel to the presenting party to the effect however, that such judgment is final and non-appealable (or final and no notice of appeal has been filed within thirty days thereof) and from an arbitration panel or court having jurisdiction over the dispute. Upon receipt of a joint instruction or a final non-appealable judgment, the Escrow Agent shall pay such amount not make any payment to Purchaser until the expiration of ten (10) days from the date of mailing a copy of Purchaser's demand to Seller and if Escrow Agent shall receive written notice of objection from Seller to the payment of the Escrow Fund to NewCo as directed by such joint instruction or judgment and the remaining balance of the amount subject to dispute shall continue to be held by Escrow Agent as part of Purchaser, the Escrow Fund and disbursed shall be disposed of pursuant to the terms provisions of this Escrow Agreement. The Escrow Agent shall make any such payment out of the Escrow Fund within three Business Days following the Escrow Agent’s receipt of a joint instruction or judgmentsubsection (c). (c) Upon In the event Escrow Agent shall receive an objection to the payment of the Escrow Agent’s receipt of Fund as aforesaid, Escrow Agent shall retain the Escrow Fund until Escrow Agent (i) receives instructions that any portion of executed by Seller and Purchaser advising it as to the manner in which the Escrow Fund is to be released disbursed, or (ii) file an interpleader action in the appropriate Court in the State of New York, New York County, naming Purchaser and Seller as defendants and setting forth their respective adverse claims to NewCo in accordance with either Section 6(a) or Section 6(b) of this Escrow Agreement, the Escrow Agent shall release from the Escrow Fund, and pay and deliver to NewCo, in which event such amount, within three Business Days after receipt Escrow Fund shall not be disposed of such notice. Any instruction given except in accordance with an order issued by NewCo or Parent, as the case may be, to the Escrow Agent that complies with the provisions of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on all the parties to this Escrow Agreementsaid Court. (d) Notwithstanding anything Escrow Agent may act upon any instrument or other writing believed by them to be genuine, and shall not be liable in connection with the performance of any duties imposed upon it by the provisions of this Agreement except for its own willful misconduct or gross negligence. Escrow Agent shall have no duties or responsibilities except those set forth herein. (e) Escrow Agent shall be entitled to reasonable attorneys' fees and costs, to be paid by the Seller, in connection with any legal action hereunder or in the event it incurs any attorneys' fees or other costs in connection with the administration of its duties hereunder. Escrow Agent shall be entitled to act as counsel for Seller in connection with this Agreement to or otherwise, notwithstanding that it is acting as escrowee hereunder, and the contrary, upon receiving joint written instructions value of time spent by Parent attorneys and NewCo to distribute any portion paralegals of the Escrow Fund to any party, the Escrow Agent will comply with on such instructions within three Business Days after its receipt of such instructionsmatters shall constitute "attorneys' fees".

Disposition of Escrow Fund. (a) From and after The Escrow Fund held hereunder shall be released by the Escrow Agent to Shareholders the first anniversary of the Closing at Date. The date the event described in either of the preceding clauses (i) and (ii) occurs is referred to herein as the "Distribution Date." Notwithstanding any other provision hereof, if on the Distribution Date any unresolved Claim is then pending hereunder, only the amount of the Escrow Fund having a value in excess of the value required to satisfy such Claim (Escrow Shares being valued for such purpose in accordance with Article VIII of the Merger Agreement) as determined in good faith by Acquiror shall be released to the Shareholders. (b) At such later time as all Claims have been finally resolved and the amount of all such Claims has been paid to Acquiror, the balance of the Escrow Fund then held hereunder, if any, shall be disbursed to the Shareholders. The Shareholders' Representative shall have no personal liability as a result of any actions taken in such position to Acquiror, Acquisition Sub or times on any of the Acquiror Indemnified Parties or before to any Shareholder in either case with respect to the First Anniversary Datedisposition of the Escrow Shares or any other action taken by him as the Shareholders' Representative, NewCo may make claims against unless such actions constitute gross negligence or willful misconduct. (c) The escrow established by this Escrow Agreement shall continue in effect until release of the entire Escrow Fund pursuant to and in accordance with the Transition Payment Agreement. In the event that NewCo provisions hereof. (d) No fractional Acquiror Shares shall have made a claim for funds pursuant to and in accordance with the Transition Payment Agreement, NewCo shall notify Parent of such claim in accordance with the applicable provisions of the Transition Payment Agreement and provide a copy of such notice to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and to at any time by the Escrow Agent within five Business Days after receipt of notice of NewCo’s claim by Parent, in which case the Escrow Agent shall (i) continue to hold in the Escrow Fund in accordance with the terms of this Escrow Agreement the amount of such claim that is disputed by Parent and (ii) pay the balance of such claim (if any) in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged to be payable out of the Escrow Fund in the full amount and the Escrow Agent shall pay such claim in immediately available funds be authorized to NewCo within three Business Days after expiration of such five Business Day period. Upon final resolution of any such dispute in accordance with adjust shares between the applicable provisions accounts of the Transition Payment Agreement, Parent and NewCo, within three Business Days after such final resolution, shall jointly instruct the Escrow Agent Shareholders to release the amount determined to be payable to NewCo pursuant to the applicable provisions of the Transition Payment Agreement from the Escrow Fund in immediately available funds within three Business Days after the receipt of such instructioneliminate fractional shares. (b) The Escrow Agent shall continue to hold in the Escrow Fund the amount of any claim made by NewCo under Section 6(a), with respect to which Parent has timely delivered a notice of dispute under such section, until the Escrow Agent receives: (i) a joint instruction from Parent and NewCo regarding the disposition of such amount, or (ii) a final, non-appealable judgment (or final judgment with respect to which no notice of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the dispute, together with an opinion of counsel to the presenting party to the effect that such judgment is final and non-appealable (or final and no notice of appeal has been filed within thirty days thereof) and from an arbitration panel or court having jurisdiction over the dispute. Upon receipt of a joint instruction or a final non-appealable judgment, the Escrow Agent shall pay such amount from the Escrow Fund to NewCo as directed by such joint instruction or judgment and the remaining balance of the amount subject to dispute shall continue to be held by Escrow Agent as part of the Escrow Fund and disbursed pursuant to the terms of this Escrow Agreement. The Escrow Agent shall make any such payment out of the Escrow Fund within three Business Days following the Escrow Agent’s receipt of a joint instruction or judgment. (c) Upon the Escrow Agent’s receipt of instructions that any portion of the Escrow Fund is to be released to NewCo in accordance with either Section 6(a) or Section 6(b) of this Escrow Agreement, the Escrow Agent shall release from the Escrow Fund, and pay and deliver to NewCo, such amount, within three Business Days after receipt of such notice. Any instruction given by NewCo or Parent, as the case may be, to the Escrow Agent that complies with the provisions of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on all the parties to this Escrow Agreement. (d) Notwithstanding anything in this Escrow Agreement to the contrary, upon receiving joint written instructions by Parent and NewCo to distribute any portion of the Escrow Fund to any party, the Escrow Agent will comply with such instructions within three Business Days after its receipt of such instructions.

Disposition of Escrow Fund. Without in any way limiting the provision of this Section 5, all disbursements made from the Escrow Fund by the Escrow Agent to Sellers are subject to Section 5(f). (a) From Promptly upon receipt of a written consent to assignment to Buyer of a Customer Contract listed on Annex I hereto, Sellers shall draft and after deliver to Buyer a proposed Joint Request For Distribution which identifies the Closing at any time or times on or before Consent Release Amount with respect to such Customer Contract and instructs the First Anniversary Date, NewCo may make claims against Escrow Agent to release to Sellers from the Escrow Fund pursuant such Consent Release Amount. Buyer shall, within three (3) business days thereafter, either agree to Sellers’ Joint Request For Distribution or note in writing to Sellers its objection thereto. If Buyer objects to the Joint Request For Distribution, then Sellers and Buyer shall attempt, in accordance with good faith, to resolve their differences. If, after attempting in good faith to resolve the Transition Payment Agreementdisputed amounts, the parties cannot agree on the Joint Request For Distribution, then the parties may agree to arbitrate the dispute. In Buyer agrees to notify Sellers immediately if Buyer receives a written consent to assignment of any Customer Contract listed on Annex I hereto. (b) On the event that NewCo 93rd day after the Effective Date, Buyer shall have made draft and deliver to Sellers a claim for funds pursuant to and in accordance with the Transition Payment Agreementproposed Joint Request For Distribution, NewCo shall notify Parent of such claim in accordance with the applicable provisions which includes an account of the Transition Payment Agreement (i) Purchase Price Downward Adjustment Amount, if any, (ii) Other Release Amount, if any, and provide a copy of such notice to the Escrow Agent(iii) Withheld Amount, if any. If Parent The Joint Request For Distribution shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and to instruct the Escrow Agent within five Business Days after receipt of notice of NewCo’s claim by Parent, in which case to (A) release from the Escrow Agent shall Fund to Sellers the Other Release Amount, (iB) continue release from the Escrow Fund to hold Buyer the Purchase Price Downward Adjustment and (C) retain in the Escrow Fund the Withheld Amount until a further Joint Request For Distribution is received by Escrow Agent. Sellers shall within three (3) business days thereafter either agree to the Buyer’s Joint Request For Distribution or note in accordance with writing to Buyer their exceptions and adjustments thereto. If Sellers note any exceptions to the terms of this Joint Request For Distribution, then Sellers and Buyer shall attempt, in good faith, to resolve their differences and timely submit the Joint Request For Distribution to Escrow Agent. If, after attempting in good faith to resolve the disputed amounts, the parties cannot agree on the Joint Request For Distribution, then the parties may agree to arbitrate the dispute. Notwithstanding the foregoing, Sellers and Buyer shall timely submit to the Escrow Agreement the amount of such claim that is disputed by Parent and (ii) pay the balance of such claim (if any) in immediately available funds a Joint Request For Distribution with respect to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged to be payable out any undisputed portion of the Escrow Fund in Fund. (c) No later than the full amount and the Escrow Agent shall pay such claim in immediately available funds to NewCo within three Business Days after expiration of such five third (3) Business Day periodafter Buyer and a customer execute an agreement for services for a Rebid Contract, Buyer shall draft and deliver to Sellers a proposed Joint Request For Distribution. Upon final resolution of any such dispute in accordance with the applicable provisions of the Transition Payment Agreement, Parent and NewCo, within three Business Days after such final resolution, The Joint Request For Distribution shall jointly instruct the Escrow Agent to release the amount determined to be payable to NewCo pursuant to the applicable provisions of the Transition Payment Agreement from the Escrow Fund (i) to Sellers, an amount equal to the Consent Release Amount minus the difference, if any, between the Purchase Price Value for such Rebid Contract and the New Purchase Price Value for such Rebid Contract, but in immediately available funds within three Business Days no case shall the amount due to Sellers exceed the Consent Release Amount listed on Annex I hereto for such Rebid Contract and (ii) to Buyer, the amount equal to the difference, if any, between the Purchase Price Value listed on Annex I hereto for such Rebid Contract minus the New Purchase Price Value, but in no case shall the amount due to Buyer for any such Rebid Contract exceed the Consent Release Amount listed on Annex I hereto for such Rebid Contract. If Seller objects to the Joint Request For Distribution, then Sellers and Buyer shall attempt, in good faith, to resolve their differences. If, after attempting in good faith to resolve the receipt of such instructiondisputed amounts, the parties cannot agree on the Joint Request For Distribution, then the parties may agree to arbitrate the dispute. (bd) The Escrow Agent shall continue to hold in disburse the Escrow Fund the amount of any claim made by NewCo under Section 6(a), with respect to which Parent has timely delivered a notice of dispute under such section, until the Escrow Agent receives: as follows: (i1) a joint instruction from Parent and NewCo regarding the disposition of such amount, or (ii) a final, non-appealable judgment (or final judgment with respect to which no notice of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the dispute, together with an opinion of counsel to the presenting party to the effect that such judgment is final and non-appealable (or final and no notice of appeal has been filed within thirty days thereof) and from an arbitration panel or court having jurisdiction over the dispute. Upon receipt of a joint instruction Joint Request for Distribution as specified therein; and (2) If written notice from Buyer or a final non-appealable judgmentany Seller notifying Escrow Agent that the Purchase Price Downward Adjustment Amount or any Withheld Amount is in dispute has not been received by Escrow Agent 100 days after the Effective Date, the then Escrow Agent shall pay such disburse the full amount from the Escrow Fund to NewCo as directed by such joint instruction or judgment and the remaining balance of the amount subject to dispute shall continue to be held by Escrow Agent as part of the Escrow Fund and disbursed as of such time to Sellers; or (3) In accordance with a final judgment from a court of competent jurisdiction or a binding arbitration decision, each from which no appeal may be taken. (e) All disbursements hereunder shall be made by the Escrow Agent within three (3) Business Days following the events described in this Section 5. The party or parties delivering any distribution request pursuant to the terms this Section 5 will indemnify, defend and hold Escrow Agent harmless from and against any Loss that may be imposed upon or suffered by Escrow Agent by reason of this Escrow Agreementany mistake or inaccuracy contained in such distribution request. The Escrow Agent shall make have no duty to determine whether any Joint Request for Distribution conforms to or is permitted under or by virtue of the Asset Purchase Agreement, but shall assume conclusively and without inquiry that any such payment out Joint Request for Distribution satisfies the requirements thereof. Each Joint Request For Distribution shall set forth the amount of the Escrow Fund within three Business Days following the Escrow Agent’s receipt of a joint instruction or judgment. (c) Upon the Escrow Agent’s receipt of instructions that any portion of the Escrow Fund is to be released to NewCo in accordance with either Section 6(a) or Section 6(b) of this Escrow Agreement, distribution contemplated thereby and the Escrow Agent shall release from have no duty to determine the Escrow Fundamount of any distribution, other than the distribution provided for in Section 5(d)(2)(B) above. (f) All amounts payable to Sellers hereunder, whether pursuant to a Joint Request For Distribution or otherwise, are subject to the security interest of LSQ Funding, L.C. (“LSQ”), and pay and deliver to NewCo, such amount, within three Business Days after receipt of such notice. Any instruction given by NewCo or Parent, as the case may be, to Sellers hereby instruct the Escrow Agent that complies with the provisions of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on to pay all the parties such amounts directly to this Escrow Agreement. (d) Notwithstanding anything in this Escrow Agreement LSQ by federal funds wire transfer to the contraryfollowing account, upon receiving joint which instructions may not be changed without the written instructions by Parent and NewCo to distribute any portion approval of the Escrow Fund to any party, the Escrow Agent will comply with such instructions within three Business Days after its receipt of such instructions.LSQ: Bank Name: Account Title: Account Number: ABA/Routing Number: Reference:

Disposition of Escrow Fund. (a) From and after The stock certificate registered in the Closing at any time or times on or before name of the First Anniversary Date, NewCo may make claims against Seller representing the Escrow Fund pursuant to and shares of AHI shall be held in escrow in accordance with the Transition Payment terms of this Escrow Agreement. In One-half of the event that NewCo Escrow Fund shall have be held in escrow until March 15, 1998 ("First Release Date"), and the remainder shall be held in escrow until June 30, 1999 ("Final Release Date") (each, a "Release Date"). (b) Notwithstanding anything to the contrary contained herein, should any claim or claims ("Claim") be made a claim for funds pursuant to and by the Purchaser or by any third party arising out of or in accordance connection with the Transition Payment AgreementPurchase Agreement or the transactions contemplated therein while any shares of AHI Common Stock are held in escrow, NewCo then such shares shall notify Parent of such claim remain in accordance with the applicable provisions of the Transition Payment Agreement escrow and provide a copy of such notice to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice continue to be delivered to NewCo and to held by the Escrow Agent within five Business Days after receipt of notice of NewCo’s claim by Parent, in which case the Escrow Agent shall (i) continue to hold in the Escrow Fund in accordance with the terms of this Escrow Agreement until the amount final resolution of such claim that is disputed by Parent Claim, notwithstanding the occurrence or passing of a Release Date. Unless and (ii) pay the balance of such claim (if any) in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged to be payable out of until the Escrow Fund in the full amount and Agent has received written notice of a Claim, the Escrow Agent shall pay such claim in immediately available funds to NewCo within three Business Days after expiration of such five Business Day period. Upon final resolution not be liable for the release of any such dispute shares or funds otherwise in accordance compliance with the applicable provisions terms, conditions and procedures of this Escrow Agreement. (c) The Purchaser shall have the Transition Payment Agreementright, Parent in the exercise of its reasonable and NewCogood faith judgment, within three Business Days after such final resolutionupon written notice to the Escrow Agent, shall jointly instruct to set-off and deduct from the Escrow Fund, and/or cause the Escrow Agent to release the amount determined to be payable to NewCo pursuant from escrow and deliver to the applicable provisions Purchaser, the number of the Transition Payment Agreement from the Escrow Fund in immediately available funds within three Business Days after the receipt shares of such instruction. (b) The Escrow Agent shall continue AHI Common Stock having a value equal to hold in the Escrow Fund the amount of any claim made losses for which the Seller, the Executive or the Stockholder are required to indemnify the Purchaser pursuant to the provisions of Section 5.3(a) of the Purchase Agreement, including, but not limited to, by NewCo under reason of Section 6(a)2.1(f) of the Purchase Agreement; provided, however, that prior to any such set-off, deduction or release of shares (x) the Purchaser shall give notice to the Seller of the Claim for which indemnity is sought, and the Seller shall have a period of 15 days in which to cure or otherwise remedy, to the satisfaction of the Purchaser, any such Claim, and (y) during such 15 day period, the Seller and the Purchaser shall hold good faith negotiations to resolve any dispute with respect to which Parent has timely delivered a any such Claim for indemnification (however, such negotiations shall not extend such 15 day period); and (z) that prior to any such set-off, deduction or release of shares the Seller shall be afforded the opportunity to pay to the Purchaser, in immediately available funds, the amount of any such loss within 15 days of notice thereof. For purposes of dispute under such sectionthis Section 3(c) and Section 5.3(d) of the Purchase Agreement, until the value of the shares of AHI Common Stock to be released from escrow by the Escrow Agent receives: and delivered to Purchaser in satisfaction of a Claim shall equal the average closing price of AHI's Common Stock on the American Stock Exchange (ior such other exchange as such shares may then be listed) for the 10 consecutive trading day period ending two trading days prior to the date on which the shares are set off, deducted or released from escrow in satisfaction of a joint instruction from Parent and NewCo regarding the disposition of such amountClaim, or (ii) a final, non-appealable judgment (or final judgment with respect in the event shares are returned to which no notice of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the dispute, together with an opinion of counsel to the presenting party to the effect that such judgment is final and non-appealable (or final and no notice of appeal has been filed within thirty days thereof) and from an arbitration panel or court having jurisdiction over the dispute. Upon receipt of a joint instruction or a final non-appealable judgment, the Escrow Agent shall pay such amount from the Escrow Fund by Purchaser pursuant to NewCo Section 3(d) hereof, such shares of AHI Common Stock shall be valued in the manner hereinabove provided, averaged over the 10 consecutive trading day period ending two trading days prior to the date such shares are returned. Any fractional share shall be rounded up or down to the nearest whole share or the cash equivalent substituted in lieu thereof, as directed by such joint instruction or judgment and AHI may determine. (d) If the remaining balance amount of deduction is subsequently determined to be in excess of the amount subject which the Purchaser is legally entitled to dispute shall continue to be held by Escrow Agent as part of the Escrow Fund and disbursed pursuant to the terms of this Escrow Agreement. The Escrow Agent shall make any such payment out of the Escrow Fund within three Business Days following the Escrow Agent’s receipt of a joint instruction or judgment. (c) Upon the Escrow Agent’s receipt of instructions that any portion of the Escrow Fund is to be released to NewCo in accordance with either Section 6(a) or Section 6(b) of this Escrow Agreementdeduct, the Escrow Agent Purchaser shall release from the Escrow Fund, and pay and deliver to NewCo, promptly return such amount, within three Business Days after receipt of such notice. Any instruction given by NewCo funds in cash or ParentAHI Common Stock, as the case may be, to the Escrow Agent that complies with Fund or if the provisions Escrow Fund has terminated, shall pay such difference to the Seller after such final determination. AHI Common Stock returned to the Escrow Fund shall be valued as set forth in Section 3(c) of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on all the parties to this Escrow Agreement. (de) Notwithstanding anything in this Escrow Agreement contained herein to the contrary, the Seller shall have the right to instruct the Escrow Agent to sell any of the shares held in the Escrow Fund following the effectiveness of a registration statement of AHI registering all of such shares with the Securities and Exchange Commission. AHI shall notify both the Seller and the Escrow Agent of the effectiveness of such registration statement. In the event any shares of AHI Common Stock are sold at the request of the Seller while held in the Escrow Fund, subject to the terms and conditions of the Purchase Agreement, this Escrow Agreement, that certain Lock-Up Agreement dated as of August 23, 1996 by and among AHI and the Seller (the "Lock-Up Agreement") and all applicable laws and regulations, the proceeds of any such sale shall be remitted to the Escrow Agent and held as part of the Escrow Fund until released in accordance with the provisions of this Section 3. (f) If no event enumerated in Section 3(c) of this Escrow Agreement or event pursuant to which the Seller, the Executive or the Stockholder are required to indemnify the Purchaser pursuant to the provisions of Section 5.3(a) of the Purchase Agreement, including, but not limited to, by reason of Section 2.1(f) thereof, has occurred prior to either Release Date, then (x) upon receiving joint the occurrence of the First Release Date, AHI and the Seller shall jointly execute written instructions to the Escrow Agent to deliver to the Seller one-half of the Escrow Fund as is deliverable to the Seller on such Release Date; and (y) upon the occurrence of the Final Release Date, the balance of the Escrow Fund shall be released to Seller unless the Purchaser shall have given the Escrow Agent written notice of a Claim prior thereto, in which event the Escrow Fund shall continue to be held in escrow pursuant to Section 3(b). (g) If the Escrow Agent shall receive written instructions signed by Parent AHI and NewCo the Seller directing the Escrow Agent to distribute deliver all or any portion of the Escrow Fund to any partyas specified in such instructions, the Escrow Agent will comply with such instructions within three Business Days shall do so as soon as reasonably possible after its receipt of such instructions. The instructions shall contain the following: (i) the total amount of funds and/or number of shares of AHI Common Stock that the Escrow Agent is thereby directed to pay out of the Escrow Fund; (ii) the party or parties to whom, or the account or accounts to which, the Escrow Agent is thereby directed to pay such amounts or number of shares; and (iii) the date upon which the Escrow Agent is directed to pay such amount or number of shares. The Escrow Agent may rely fully on the provisions set forth in the instructions without any responsibility to determine whether such instructions comply with this Section 3(g). (h) So long as there is no breach of any representation, warranty, covenant or agreement by the Seller, the Executive or the Stockholder under the Purchase Agreement or the other agreements contemplated thereby, and subject to any rights in favor of third parties that may be granted by the Seller, the Executive or the Stockholder, the Seller shall be entitled to vote the shares of AHI Common Stock in the Escrow Fund and to receive dividends thereon, when, as and if declared by the Board of Directors of AHI.

Disposition of Escrow Fund. (a) From and after The Escrow Fund held hereunder shall be released by the Escrow Agent to Shareholders the first to occur of (i) the issuance of the first audit report following the Closing at Date of the consolidated financial statements of Acquiror which includes the Surviving Corporation and (ii) the first anniversary of the Closing Date. The date the event described in either of the preceding clauses (i) and (ii) occurs is referred to herein as the "Distribution Date." Notwithstanding any other provision hereof, if on the Distribution Date any unresolved Claim is then pending hereunder, only the amount of the Escrow Fund having a value in excess of the value required to satisfy such Claim (Escrow Shares being valued for such purpose in accordance with Article VIII of the Merger Agreement) as determined in good faith by Acquiror shall be released to the Shareholders. (b) At such later time as all Claims have been finally resolved and the amount of all such Claims has been paid to Acquiror, the balance of the Escrow Fund then held hereunder, if any, shall be disbursed to the Shareholders. The Shareholders' Representative shall have no personal liability as a result of any actions taken in such position to Acquiror, Acquisition Sub or times on any of the Acquiror Indemnified Parties or before to any Shareholder in either case with respect to the First Anniversary Datedisposition of the Escrow Shares or any other action taken by him as the Shareholders' Representative, NewCo may make claims against unless such actions constitute gross negligence or willful misconduct. 63 6 (c) The escrow established by this Escrow Agreement shall continue in effect until release of the entire Escrow Fund pursuant to and in accordance with the Transition Payment Agreement. In the event that NewCo provisions hereof. (d) No fractional Acquiror Shares shall have made a claim for funds pursuant to and in accordance with the Transition Payment Agreement, NewCo shall notify Parent of such claim in accordance with the applicable provisions of the Transition Payment Agreement and provide a copy of such notice to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and to at any time by the Escrow Agent within five Business Days after receipt of notice of NewCo’s claim by Parent, in which case the Escrow Agent shall (i) continue to hold in the Escrow Fund in accordance with the terms of this Escrow Agreement the amount of such claim that is disputed by Parent and (ii) pay the balance of such claim (if any) in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged to be payable out of the Escrow Fund in the full amount and the Escrow Agent shall pay such claim in immediately available funds be authorized to NewCo within three Business Days after expiration of such five Business Day period. Upon final resolution of any such dispute in accordance with adjust shares between the applicable provisions accounts of the Transition Payment Agreement, Parent and NewCo, within three Business Days after such final resolution, shall jointly instruct the Escrow Agent Shareholders to release the amount determined to be payable to NewCo pursuant to the applicable provisions of the Transition Payment Agreement from the Escrow Fund in immediately available funds within three Business Days after the receipt of such instructioneliminate fractional shares. (b) The Escrow Agent shall continue to hold in the Escrow Fund the amount of any claim made by NewCo under Section 6(a), with respect to which Parent has timely delivered a notice of dispute under such section, until the Escrow Agent receives: (i) a joint instruction from Parent and NewCo regarding the disposition of such amount, or (ii) a final, non-appealable judgment (or final judgment with respect to which no notice of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the dispute, together with an opinion of counsel to the presenting party to the effect that such judgment is final and non-appealable (or final and no notice of appeal has been filed within thirty days thereof) and from an arbitration panel or court having jurisdiction over the dispute. Upon receipt of a joint instruction or a final non-appealable judgment, the Escrow Agent shall pay such amount from the Escrow Fund to NewCo as directed by such joint instruction or judgment and the remaining balance of the amount subject to dispute shall continue to be held by Escrow Agent as part of the Escrow Fund and disbursed pursuant to the terms of this Escrow Agreement. The Escrow Agent shall make any such payment out of the Escrow Fund within three Business Days following the Escrow Agent’s receipt of a joint instruction or judgment. (c) Upon the Escrow Agent’s receipt of instructions that any portion of the Escrow Fund is to be released to NewCo in accordance with either Section 6(a) or Section 6(b) of this Escrow Agreement, the Escrow Agent shall release from the Escrow Fund, and pay and deliver to NewCo, such amount, within three Business Days after receipt of such notice. Any instruction given by NewCo or Parent, as the case may be, to the Escrow Agent that complies with the provisions of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on all the parties to this Escrow Agreement. (d) Notwithstanding anything in this Escrow Agreement to the contrary, upon receiving joint written instructions by Parent and NewCo to distribute any portion of the Escrow Fund to any party, the Escrow Agent will comply with such instructions within three Business Days after its receipt of such instructions.

Disposition of Escrow Fund. 4.1 The Escrow Fund shall be held (aand invested and reinvested, as applicable) From and after by Escrow Agent pursuant to the Closing at any time or times on or before the First Anniversary Date, NewCo may make claims against terms of this Escrow Agreement until the Escrow Fund pursuant to and in accordance with the Transition Payment Agreement. In the event that NewCo shall have made a claim is eligible for funds pursuant to and in accordance with the Transition Payment Agreement, NewCo shall notify Parent of such claim in accordance with the applicable provisions of the Transition Payment Agreement and provide a copy of such notice to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and to the Escrow Agent within five Business Days after receipt of notice of NewCo’s claim by Parent, in which case the Escrow Agent shall (i) continue to hold in the Escrow Fund disbursement in accordance with the terms of this Escrow Agreement the amount of such claim that is disputed by Parent and (ii) pay the balance of such claim (if any) in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged to be payable out of the Escrow Fund in the full amount and the Agreement. 4.2 Escrow Agent shall pay such claim in immediately available funds to NewCo within three Business Days after expiration of such five Business Day period. Upon final resolution of any such dispute in accordance with the applicable provisions of the Transition Payment Agreement, Parent and NewCo, within three Business Days after such final resolution, shall jointly instruct disburse the Escrow Agent to release the amount determined to be payable to NewCo pursuant to the applicable provisions of the Transition Payment Agreement from the Fund, in whole or in part, as set forth in this Section 4.2. (a) The Escrow Fund shall be held by Escrow Agent in immediately available funds within three Business Days after order to secure the receipt obligations of such instructionSelling Stockholders to indemnify the Indemnitees for any claims for Damages arising under the Stock Purchase Agreement ("INDEMNITY CLAIMS"). (b) The A copy of any claim notice with respect to Indemnity Claims ("CLAIM NOTICE") submitted by MTNV (or other Indemnitee, as applicable) to Selling Stockholders pursuant to Section 10.11 of the Stock Purchase Agreement shall be simultaneously sent by MTNV (or other Indemnitee, as applicable) to Escrow Agent Agent. Each such Claim Notice shall continue specify whether an Indemnity Claim is not subject to hold in the Escrow Fund Indemnification Threshold and is thus payable on a dollar-for-dollar basis without any initial exclusion therefor ("ZERO THRESHOLD CLAIM") or is subject to the Indemnification Threshold ("NON-ZERO THRESHOLD CLAIM") and, if the latter, whether the amount of any claim made by NewCo under such claim, when combined with all previous Non-Zero Threshold Claims that have been Definitively Resolved in favor of Indemnitees, exceeds the indemnification threshold provided in Section 6(a), with respect to which Parent has timely delivered a notice 10.3 of dispute under such section, until the Escrow Agent receives: Stock Purchase Agreement (i) a joint instruction from Parent and NewCo regarding the disposition of such amount, or (ii) a final, non-appealable judgment (or final judgment with respect to which no notice of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the dispute, together with an opinion of counsel to the presenting party to the effect that such judgment is final and non-appealable (or final and no notice of appeal has been filed within thirty days thereof"INDEMNIFICATION THRESHOLD") and from shall set forth an arbitration panel or court having jurisdiction over estimated amount of Damages for such claim, which shall include, without limitation, MTNV's good faith estimate of the dispute. Upon receipt of a joint instruction or a final non-appealable judgment, the Escrow Agent shall pay such amount from the Escrow Fund costs and expenses reasonably expected to NewCo as directed be incurred by such joint instruction or judgment Indemnitee in investigating and the remaining balance of the amount subject to dispute shall continue to be held by Escrow Agent as part of the Escrow Fund and disbursed pursuant to the terms of this Escrow Agreement. The Escrow Agent shall make any such payment out of the Escrow Fund within three Business Days following the Escrow Agent’s receipt of a joint instruction or judgment. (c) Upon the Escrow Agent’s receipt of instructions that any portion of the Escrow Fund is to be released to NewCo in accordance with either Section 6(a) or Section 6(b) of this Escrow Agreement, the Escrow Agent shall release from the Escrow Fund, and pay and deliver to NewCo, such amount, within three Business Days after receipt of such notice. Any instruction given by NewCo or Parent, as the case may be, to the Escrow Agent that complies with the provisions of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on all the parties to this Escrow Agreement. (d) Notwithstanding anything in this Escrow Agreement to the contrary, upon receiving joint written instructions by Parent and NewCo to distribute any portion of the Escrow Fund to any party, the Escrow Agent will comply with such instructions within three Business Days after its receipt of such instructions.disposing

Disposition of Escrow Fund. (a) From and after The Escrow Fund held hereunder shall be released by the Escrow Agent to Shareholders' Representative, on the first to occur of (i) the issuance of the first audit report following the Closing at Date of the consolidated financial statements of Acquiror which includes the Surviving Corporation and (ii) the first anniversary of the Closing Date. The date the event described in either of the preceding clauses (i) and (ii) occurs is referred to herein as the "Distribution Date." Notwithstanding any other provision hereof, if on the Distribution Date any unresolved Claim is then pending hereunder, only the amount of the Escrow Fund having a value in excess of the value required to satisfy such Claim (Escrow Shares being valued for such purpose in accordance with Article VIII of the Merger Agreement) as determined in good faith by Acquiror shall be released to the Shareholders Representative. (b) At such later time as all Claims have been finally resolved and the amount of all such Claims has been paid to Acquiror, the balance of the Escrow Fund then held hereunder, if any, shall be disbursed to the Shareholders' Representative. The Shareholders' Representative shall have no personal liability as a result of any actions taken in such position to Acquiror, Acquisition Sub or times on any of the Acquiror Indemnified Parties or before to any Shareholder in either case with respect to the First Anniversary Datedisposition of the Escrow Shares or any other action taken by him as the Shareholders' Representative, NewCo may make claims against unless such actions constitute gross negligence or willful misconduct. (c) The escrow established by this Escrow Agreement shall continue in effect until release of the entire Escrow Fund pursuant to and in accordance with the Transition Payment Agreement. In the event that NewCo provisions hereof. (d) No fractional Acquiror Shares shall have made a claim for funds pursuant to and in accordance with the Transition Payment Agreement, NewCo shall notify Parent of such claim in accordance with the applicable provisions of the Transition Payment Agreement and provide a copy of such notice to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and to at any time by the Escrow Agent within five Business Days after receipt of notice of NewCo’s claim by Parent, in which case the Escrow Agent shall (i) continue to hold in the Escrow Fund in accordance with the terms of this Escrow Agreement the amount of such claim that is disputed by Parent and (ii) pay the balance of such claim (if any) in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged to be payable out of the Escrow Fund in the full amount and the Escrow Agent shall pay such claim in immediately available funds be authorized to NewCo within three Business Days after expiration of such five Business Day period. Upon final resolution of any such dispute in accordance with adjust shares between the applicable provisions accounts of the Transition Payment Agreement, Parent and NewCo, within three Business Days after such final resolution, shall jointly instruct the Escrow Agent Shareholders to release the amount determined to be payable to NewCo pursuant to the applicable provisions of the Transition Payment Agreement from the Escrow Fund in immediately available funds within three Business Days after the receipt of such instructioneliminate fractional shares. (b) The Escrow Agent shall continue to hold in the Escrow Fund the amount of any claim made by NewCo under Section 6(a), with respect to which Parent has timely delivered a notice of dispute under such section, until the Escrow Agent receives: (i) a joint instruction from Parent and NewCo regarding the disposition of such amount, or (ii) a final, non-appealable judgment (or final judgment with respect to which no notice of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the dispute, together with an opinion of counsel to the presenting party to the effect that such judgment is final and non-appealable (or final and no notice of appeal has been filed within thirty days thereof) and from an arbitration panel or court having jurisdiction over the dispute. Upon receipt of a joint instruction or a final non-appealable judgment, the Escrow Agent shall pay such amount from the Escrow Fund to NewCo as directed by such joint instruction or judgment and the remaining balance of the amount subject to dispute shall continue to be held by Escrow Agent as part of the Escrow Fund and disbursed pursuant to the terms of this Escrow Agreement. The Escrow Agent shall make any such payment out of the Escrow Fund within three Business Days following the Escrow Agent’s receipt of a joint instruction or judgment. (c) Upon the Escrow Agent’s receipt of instructions that any portion of the Escrow Fund is to be released to NewCo in accordance with either Section 6(a) or Section 6(b) of this Escrow Agreement, the Escrow Agent shall release from the Escrow Fund, and pay and deliver to NewCo, such amount, within three Business Days after receipt of such notice. Any instruction given by NewCo or Parent, as the case may be, to the Escrow Agent that complies with the provisions of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on all the parties to this Escrow Agreement. (d) Notwithstanding anything in this Escrow Agreement to the contrary, upon receiving joint written instructions by Parent and NewCo to distribute any portion of the Escrow Fund to any party, the Escrow Agent will comply with such instructions within three Business Days after its receipt of such instructions.

Disposition of Escrow Fund. (a) From and after the Closing at any 3.1 All funds on deposit from time or times on or before the First Anniversary Date, NewCo may make claims against the Escrow Fund pursuant to and in accordance with the Transition Payment Agreement. In the event that NewCo shall have made a claim for funds pursuant to and in accordance with the Transition Payment Agreement, NewCo shall notify Parent of such claim in accordance with the applicable provisions of the Transition Payment Agreement and provide a copy of such notice to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and to the Escrow Agent within five Business Days after receipt of notice of NewCo’s claim by Parent, in which case the Escrow Agent shall (i) continue to hold time in the Escrow Fund shall be held, invested and reinvested by the Escrow Agent pursuant to the terms of this Escrow Agreement until the funds therein shall be disbursed in accordance with the terms of this Escrow Agreement Agreement. 3.2 The Escrow Agent shall make disbursement of funds on deposit in the Escrow Fund only as set forth in this Section 3.2. (a) Buyer shall promptly provide Seller and the Escrow Agent with a copy of all Buyer Indemnity Claims submitted by Buyer pursuant to Section 8.2 of the Acquisition Agreement, whether such Buyer Indemnity Claims are issued before or after any funds are deposited into escrow hereunder. (b) Promptly following its receipt of notice of any Buyer Indemnity Claims, and without any further duty of investigation or inquiry on its part, the Escrow Agent shall establish a reserve (a "Reserve") in the Escrow Fund, which in all events shall be equal to the full amount of each claim identified in such claim that is disputed notice (which shall include, without limitation, Buyer's good faith estimate of the costs and expenses reasonably expected to be incurred by Parent Buyer in investigating and disposing of any such claim). Subject to Sections 9.12(b) and (iic) pay of the balance Acquisition Agreement concerning release of funds from the Escrow Fund following expedited arbitration, the Escrow Agent shall not be authorized to release any funds from the Escrow Fund as to which a Reserve has been established pursuant to this Section 3.2(b) unless and until the relevant Buyer Indemnity Claim that gave rise to such Reserve has been Definitively Resolved and the Escrow Agent has received written notice of such claim resolution pursuant to the requirements of Section 3.2(c) below. Until they are Definitively Resolved in (if anyc) in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwiseFor purposes hereof, such claim a Pending Claim shall be deemed to have been acknowledged to be payable out "Definitively Resolved" when any of the following events has occurred: (i) a claim is settled by mutual written agreement of Buyer and Seller; or (ii) a Final Order deciding such claim has been rendered; or (iii) ninety (90) days have elapsed since Seller's initial receipt of notice of a Buyer Indemnity Claim ("First Notice") and neither Buyer nor Escrow Fund Agent has received, on or before that date, a written notice from Seller disputing such claim in whole or in part, and Buyer has provided a further notice ("Second Notice") sent to Seller by registered or certified mail to the full amount effect that Seller has not disputed such claim and that Buyer intends to submit a Settlement Notice (as hereinafter defined) and Seller has not within thirty (30) days after receipt of such Second Notice disputed in writing the Buyer Indemnity Claim by written notice to Buyer or Escrow Agent. The Escrow Agent shall not be deemed to have received notice that a Pending Claim has been Definitively Resolved, and shall not be obligated to take any action with respect thereto, until 10 days after the Escrow Agent shall pay such claim in immediately available funds to NewCo within three Business Days after expiration of such five Business Day period. Upon final resolution of any such dispute in accordance with the applicable provisions have received one of the Transition Payment Agreement, Parent and NewCo, within three Business Days after such final resolution, shall jointly instruct the Escrow Agent to release the amount determined to be payable to NewCo pursuant to the applicable provisions of the Transition Payment Agreement from the Escrow Fund in immediately available funds within three Business Days after the receipt of such instruction. following (ba "Settlement Notice"): (A) The Escrow Agent shall continue to hold in the Escrow Fund the amount of any claim made by NewCo under Section 6(a), with respect to which Parent has timely delivered a notice of dispute under such section, until the Escrow Agent receives: subparagraph (i) above, a copy of joint instruction from Parent written instructions duly signed by Buyer and NewCo regarding the disposition Seller stating that a Pending Claim has been settled by mutual agreement of such amount, or Buyer and Seller; (B) with respect to subparagraph (ii) above, a finalcertified copy of the final arbitration award which has not been stayed by a court of competent jurisdiction within 30 days thereafter, or the final non-appealable judgment (judgment, order or final judgment with respect to which no notice award of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the disputerelevant court, together with an opinion of counsel to a certificate duly signed by the presenting prevailing party to the effect in such proceeding certifying that such judgment judgement, order or award is final and non-appealable for all purposes hereof; and (C) with respect to subparagraph (iii) above, written certification from Buyer issued to the Escrow Agent in good faith to the effect that Buyer has provided the First Notice and the Second Notice as described in subparagraph (iii) above without having received a written dispute notice from Seller, as provided above. Each Settlement Notice shall stipulate the amount(s) to be paid to Buyer or final Seller in connection with such Definitively Resolved claim, and no notice copies thereof shall be provided to each of appeal the parties hereunder at the same time it is provided to the Escrow Agent. Buyer and Seller hereby acknowledge and agree that the Escrow Agent shall have the right to rely upon any Settlement Notice duly given jointly by Buyer and Seller under (A) in the preceding sentence, by Buyer or Seller under (B) in the preceding sentence and by Buyer under (C) in the preceding sentence, and shall be authorized to act upon any such written notice. (d) A Buyer Indemnity Claim that has been filed within thirty days thereof) and from an arbitration panel or court having jurisdiction over Definitively Resolved shall be referred to herein as a "Settled Claim". To the dispute. Upon receipt extent that a Settled Claim has been resolved in favor of a joint instruction or a final non-appealable judgmentBuyer, the Escrow Agent shall pay promptly disburse the full amount (or the relevant portion, as applicable) of such amount claim to Buyer (or such other person as Buyer may direct) from the Escrow Fund (to NewCo as directed by the extent of funds in the Escrow Fund) in accordance with the relevant Settlement Notice. Following such joint instruction or judgment payment, all Reserves that relate to such Buyer Indemnity Claim and are not due Buyer in accordance with the remaining balance terms of the Settlement Notice shall be released, but the funds subject thereto shall remain in the Escrow Fund until otherwise disbursed in accordance with the terms hereof. (e) On November 30, 1999, the excess of the outstanding principal amount subject of the Escrow Fund over $10,050,000, as such excess amount is further reduced by the aggregate amount of all outstanding Reserves, shall be disbursed by the Escrow Agent to dispute Seller on five (5) days' prior written notice to Buyer. On November 30, 2000, the excess of the outstanding principal amount of the Escrow Fund over $8,250,000, as such excess amount is further reduced by the aggregate amount of all outstanding Reserves, shall be disbursed by the Escrow Agent to Seller on five (5) days' prior written notice to Buyer. On November 30, 2001, the excess of the outstanding principal amount of the Escrow Fund over $4,750,000, as such amount is further reduced by the aggregate amount of all outstanding Reserves, shall be disbursed by the Escrow Agent to Seller on five (5) days' prior written notice to Buyer. On November 30, 2002, the excess of the outstanding principal amount of the Escrow Fund over the aggregate amount of all outstanding Reserves, shall be disbursed by the Escrow Agent to Seller on five (5) days' prior written notice to Buyer. (f) Subject to paragraph (e) above, all funds deposited with the Escrow Agent shall continue to be held by Escrow Agent as part in escrow hereunder until November 30, 2002, on which date the balance of the Escrow Fund Fund, net of any Reserves, shall be distributed to Seller. Any amounts remaining with the Escrow Agent thereafter shall be released from time to time as and disbursed pursuant when all remaining Pending Claims to the terms of this Escrow Agreementwhich such funds relate have been Definitively Resolved. The Escrow Agent shall make promptly disburse to Buyer the full amount of each Settled Claim resolved in favor of Buyer in accordance with the relevant Settlement Notice and any such payment out of funds in the Escrow Fund within three Business Days following in excess of remaining Reserves shall be distributed to Seller. Notwithstanding the Escrow Agent’s receipt of a joint instruction or judgment. (c) Upon the Escrow Agent’s receipt of instructions that any portion of the Escrow Fund is to be released to NewCo in accordance foregoing, all funds deposited with either Section 6(a) or Section 6(b) of this Escrow Agreement, the Escrow Agent shall release be distributed to Buyer and/or Seller in accordance with any joint written instructions of Buyer and Seller. (g) The Escrow Agent shall provide written notice of any proposed distributions of funds to Buyer or Seller hereunder five (5) days before making any such disbursement. For purposes of such five (5)-day notice period, such period shall commence on the date on which the relevant notice is given by the Escrow Agent to Buyer and Seller and shall terminate at midnight on the fifth business day thereafter. The Escrow Agent shall also send copies of all notices it receives hereunder to the other parties hereto. 3.3 The party or parties receiving a disbursement from the Escrow FundFund shall, and pay and deliver to NewCoupon request, such amount, within three Business Days after receipt of such notice. Any instruction given by NewCo or Parent, as the case may be, furnish to the Escrow Agent that complies concurrently with the provisions of Section 6(a) or Section 6(b), as the case may be, will be deemed conclusive and binding on all the parties to this Escrow Agreement. (d) Notwithstanding anything in this Escrow Agreement to the contrary, upon receiving joint written instructions by Parent and NewCo to distribute any portion of the Escrow Fund to any party, the Escrow Agent will comply with such instructions within three Business Days after its receipt of such instructionsdisbursement, a signed receipt for the amount of such disbursement.