Common use of Distribution of Escrow Fund Clause in Contracts

Distribution of Escrow Fund. (a) The Company shall distribute to GMC and RAI their respective shares of the Escrow Fund in three equal installments on June 30, 1999, 2000 and 2001 (a "Distribution Date"). Notwithstanding the foregoing, any portion of the Escrow Fund to be distributed to GMC or RAI on a Distribution Date shall be reduced by (i) that portion of the Escrow Fund which previously had been distributed pursuant hereto to an Indemnified Party, and (ii) that portion of such distribution which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the aggregate claims set forth in any unresolved Demand Notice. Upon the later to occur of July 31, 2001 and the resolution of all claims (including third party claims) set forth in all Demand Notices delivered hereunder on or prior to June 30, 2001, the Trustee shall distribute to GMC and RAI their respective shares of the Escrow Fund as the same has been reduced by that portion of the Escrow Fund which previously had been distributed to an Indemnified Party. (b) In the event GMC or RAI shall fail to timely deliver a Dispute Notice with respect to any claim set forth in a Demand Notice (other than a third party claim), or such claim is resolved by the agreement of the parties or by arbitration as set forth in Section 2.13, the Company, promptly after the last day on which such Dispute Notice could have been timely given or after receipt by the Company of a written notice of such agreement signed by GMC and RAI or of such arbitration decision, shall deliver to the Indemnified Party, on the one hand, or to GMC and RAI, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the value of the claim as set forth in the Demand Notice, if a Dispute Notice with respect thereto was not timely delivered, or as determined by the agreement of the parties or the arbitration, as the case may be. (c) In the event a third party claim set forth in a Demand Notice is finally determined by a decision from which no appeal may be taken, the Company shall distribute to the Indemnified Party, on the one hand, or to GMC and RAI, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the value of the claim as so finally determined.

Distribution of Escrow Fund. (a) The Company Purchaser shall distribute to GMC and RAI their respective shares of the Sellers the Escrow Fund in three equal installments on June 30April 1, 19992000, 2000 2001 and 2001 2002 (a "Distribution Date"); provided, however, that no portion of the Escrow Fund -------- ------- shall be to the Sellers until the Sellers have complied in full with its obligations under Section 4.3 of the Purchase Agreement. Notwithstanding the foregoing, any portion of the Escrow Fund to be distributed to GMC or RAI the Sellers on a Distribution Date shall be reduced by (i) that portion of the Escrow Fund which previously had been distributed pursuant hereto to an Indemnified Party, and (ii) that portion of such distribution which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the aggregate claims set forth in any unresolved Demand Notice, and (iii) that portion of such distribution (determined before any reduction required by clause (i) or (ii)) which is determined by multiplying (x) the amount of such distribution (before any such reduction) by the quotient the numerator of which is (y) the difference between 15,000,000 square yards and the number of square yards of denim of marketable quality actually produced by the Plant (as defined in the Purchase Agreement) and the denominator of which is (z) 15,000,000 square yards. Upon the later to occur of July 31October 1, 2001 2002, and the resolution of all claims (including third party claims) set forth in all Demand Notices delivered hereunder on or prior to June 30October 1, 20012002, the Trustee Purchaser shall distribute to GMC and RAI their respective shares of the Sellers the Escrow Fund as the same has been reduced by that portion of the Escrow Fund which previously had been distributed to an Indemnified Party. (b) In the event GMC or RAI the Sellers shall fail to timely deliver a Dispute Notice with respect to any claim set forth in a Demand Notice (other than a third party claim), or such claim is resolved by the agreement of the parties or by arbitration as set forth in Section 2.133.12, the CompanyPurchaser, promptly after the last day on which such Dispute Notice could have been timely given or after receipt by the Company Purchaser of a written notice of such agreement signed by GMC the Purchaser and RAI the Sellers or of such arbitration decision, the Purchaser shall deliver to the Indemnified Party, on the one hand, or to GMC and RAIthe Sellers, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the value of the claim as set forth in the Demand Notice, if a Dispute Notice with respect thereto was not timely delivered, or as determined by the agreement of the parties or the arbitration, as the case may be. (c) In the event a third party claim set forth in a Demand Notice is finally determined by a decision from which no appeal may be taken, the Company Purchaser shall distribute to the Indemnified Party, on the one hand, or to GMC and RAIthe Sellers, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the value of the claim as so finally determined.

Distribution of Escrow Fund. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 3.7 below: (a) The Company shall distribute to GMC and RAI their respective shares of On the Escrow Fund in three equal installments on June 30, 1999, 2000 and 2001 first business day after the 450th day after the Closing Date (a the "Distribution Date"). Notwithstanding , the foregoingEscrow Agent shall deliver to Parent, any portion with a copy to the Shareholders' Representatives, the Escrow Agent's calculation (the "Distribution Notice") (which calculation, absent manifest error, shall be final and binding as to each of the parties hereto) of the original number of Escrow Shares placed in escrow less the sum of (i) the number of Escrow Shares, if any, by which the Escrow Fund has been reduced pursuant to be distributed Section 3.4(b) or 3.4(c) hereof, (ii) the number of Escrow Shares equal to GMC the aggregate dollar amount of all Claims, if any, asserted pursuant to Section 1.1, 2.1 or RAI on a Distribution Date shall be reduced by 2.2 of this Agreement (i) that portion other than any Asian Title Claims pending in respect of the Escrow Fund which previously had been distributed pursuant hereto Asia Region Forfeiture Shares) and set forth in Claim Notices that are subject to an Indemnified Partyunexpired Response Period pending as of the Distribution Date, in each case to which the Shareholders' Representatives have not responded pursuant to Section 3.4(b) or (c) hereof, and (iiiii) that portion the number of such distribution which has a valueEscrow Shares equal to the aggregate dollar amount of all Disputed Amounts, determined if any, as of the Distribution Date with respect to Claims asserted pursuant to Section 1.61.1, equal as nearly as practicable to 2.1 or 2.2 of this Agreement (other than any Asian Title Claims pending in respect of the aggregate claims set forth Asia Region Forfeiture Shares) (the Escrow Shares remaining after the deductions described in any unresolved Demand Noticeclauses (i), (ii) and (iii) being herein called the "Distribution Shares"). Upon the later to occur of July 31, 2001 and the resolution of all claims (including third party claims) set forth in all Demand Notices delivered hereunder on or prior to June 30, 2001, the Trustee The Escrow Agent shall distribute to GMC the Shareholders and RAI the ESOT Trustee (on behalf of the ESOT) their respective shares Proportionate Share of the Escrow Fund as Distribution Shares (and any related property) within two Business Days after the same Distribution Date or if an Allocation Proposal has been reduced by that portion of made, within two Business Days following the Escrow Fund which previously had been distributed to an Indemnified Party10 Business Day period referenced in Section 3.4(e). (b) In [Intentionally Left Blank] (c) Upon distribution of the event GMC entire Escrow Fund pursuant to the terms of this Agreement, the obligations of the Escrow Agent under this Agreement shall terminate. (d) At any time prior to final termination of this Agreement as provided in Section 3.5(c) hereof, the Escrow Agent shall, if so instructed in a writing signed by Parent and the Shareholders' Represen- tatives, take or RAI omit to take such action with respect to the Escrow Fund as is specified in such writing and delivered to the Escrow Agent. (e) The Escrow Agent shall fail be authorized to timely deliver a Dispute Notice withhold or deduct from distributions or payments to the Shareholders and the ESOT and to pay over to any applicable governmental or regulatory authority any amounts which it reasonably determines may be required to be so withheld or deducted pursuant to applicable law. All amounts withheld pursuant to the provisions of any applicable law with respect to any claim set forth in a Demand Notice (other than a third party claim), distribution or payments shall be treated as amounts distributed to such claim is resolved by the agreement of the parties or by arbitration as set forth in Section 2.13, the Company, promptly after the last day on which such Dispute Notice could have been timely given or after receipt by the Company of a written notice of such agreement signed by GMC and RAI or of such arbitration decision, shall deliver to the Indemnified Party, on the one hand, or to GMC and RAI, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the value of the claim as set forth in the Demand Notice, if a Dispute Notice with respect thereto was not timely delivered, or as determined by the agreement of the parties or the arbitrationShareholder or, as the case may be, the ESOT, pursuant to this Section 3.5 for all purposes under this Agreement. (cf) In Notwithstanding the foregoing, in the event a third party claim set forth in a Demand Notice is finally determined by a decision from which no appeal may be takenthat under any of the provisions contained herein, the Company Escrow Agent would be required to deliver fractional interests in Escrow Shares to the ESOT Trustee (on behalf of the ESOT) or any Shareholder, Parent shall purchase from the Escrow Agent such a number of Escrow Shares (or fractional interests therein) as shall be necessary to eliminate such fractional interests, at a per share purchase price equal to the closing sale price for Parent Common Stock as reported on the New York Stock Exchange Compos- ite Transactions Tape for the second Business Day immediately preceding any such purchase. In such event, the Escrow Agent shall distribute to the Indemnified PartyESOT Trustee (on behalf of the ESOT) or any such Shareholders who otherwise would have been entitled to fractional interests in shares of Parent Common Stock, the cash equivalent of such fractional shares (based on the one hand, or to GMC and RAI, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal purchase price as nearly as practicable to the value of the claim as so finally determineddescribed above).

Distribution of Escrow Fund. (a) The Company Purchaser shall distribute to GMC and RAI their respective shares of the Sellers the Escrow Fund in three equal installments on June 30April 1, 19992000, 2000 2001 and 2001 2002 (a "Distribution Date"); provided, however, that no portion of the Escrow Fund shall be to the ------------------ Sellers until the Sellers have complied in full with its obligations under Section 4.3 of the Purchase Agreement. Notwithstanding the foregoing, any portion of the Escrow Fund to be distributed to GMC or RAI the Sellers on a Distribution Date shall be reduced by (i) that portion of the Escrow Fund which previously had been distributed pursuant hereto to an Indemnified Party, and (ii) that portion of such distribution which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the aggregate claims set forth in any unresolved Demand Notice, and (iii) that portion of such distribution (determined before any reduction required by clause (i) or (ii)) which is determined by multiplying (x) the amount of such distribution (before any such reduction) by the quotient the numerator of which is (y) the difference between 15,000,000 square yards and the number of square yards of denim of marketable quality actually produced by the Plant (as defined in the Purchase Agreement) and the denominator of which is (z) 15,000,000 square yards. Upon the later to occur of July 31October 1, 2001 2002, and the resolution of all claims (including third party claims) set forth in all Demand Notices delivered hereunder on or prior to June 30October 1, 20012002, the Trustee Purchaser shall distribute to GMC and RAI their respective shares of the Sellers the Escrow Fund as the same has been reduced by that portion of the Escrow Fund which previously had been distributed to an Indemnified Party. (b) In the event GMC or RAI the Sellers shall fail to timely deliver a Dispute Notice with respect to any claim set forth in a Demand Notice (other than a third party claim), or such claim is resolved by the agreement of the parties or by arbitration as set forth in Section 2.133.12, the CompanyPurchaser, promptly after the last day on which such Dispute Notice could have been timely given or after receipt by the Company Purchaser of a written notice of such agreement signed by GMC the Purchaser and RAI the Sellers or of such arbitration decision, the Purchaser shall deliver to the Indemnified Party, on the one hand, or to GMC and RAIthe Sellers, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the value of the claim as set forth in the Demand Notice, if a Dispute Notice with respect thereto was not timely delivered, or as determined by the agreement of the parties or the arbitration, as the case may be. (c) In the event a third party claim set forth in a Demand Notice is finally determined by a decision from which no appeal may be taken, the Company Purchaser shall distribute to the Indemnified Party, on the one hand, or to GMC and RAIthe Sellers, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the value of the claim as so finally determined.

Distribution of Escrow Fund. (a) The Company Escrow Agent shall distribute to GMC and RAI their respective shares of Darlington the Escrow Fund in three equal installments on June 30October 31, 1999, 2000 and 2001 2004 (a the "Distribution Date"). Notwithstanding the foregoing, any portion of the Escrow Fund to be distributed to GMC or RAI Darlington on a the Distribution Date shall be reduced by (i) that portion of the Escrow Fund which previously had been distributed pursuant hereto to an Indemnified Partythe Company, and (ii) that portion of such distribution which has a value, determined pursuant to Section 1.6, the Escrow Fund equal as nearly as practicable to the aggregate claims set forth in any unresolved Demand Notice. Upon the later to occur of July 31, 2001 the Distribution Date and the resolution of all claims (including third party claims) set forth in all Demand Notices delivered hereunder on or prior to June 30, 2001the Distribution Date, the Trustee Escrow Agent shall distribute to GMC and RAI their respective shares of Darlington the Escrow Fund as the same has been reduced by that portion of any amounts previously distributed pursuant hereto to the Escrow Fund which previously had been distributed to an Indemnified PartyCompany. (b) In the event GMC or RAI Darlington shall fail to timely deliver a Dispute Notice with respect to any claim set forth in a Demand Notice (other than a third party claim)Notice, or such claim is resolved by the agreement of the parties or by arbitration as set forth in Section 2.132.12, the CompanyEscrow Agent, promptly after the last day on which such Dispute Notice could have been timely given or after receipt by the Company Escrow Agent of a written notice of such agreement signed by GMC the Company and RAI Darlington or of such arbitration decision, shall deliver to the Indemnified PartyCompany, on the one hand, or to GMC and RAIDarlington, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the value of the claim as set forth in the Demand Notice, if a Dispute Notice with respect thereto was not timely delivered, or as determined by the agreement of the parties or the arbitration, as the case may be. (c) In the event a third party claim set forth in a Demand Notice is finally determined by a decision from which no appeal may be taken, the Company Escrow Agent shall distribute to the Indemnified PartyCompany, on the one hand, or to GMC and RAIDarlington, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the value of the claim as so finally determined.