Common use of Distributions from Escrow Clause in Contracts

Distributions from Escrow. The Escrow Agent shall distribute funds held in Escrow as follows: (a) During both the Initial Offering Period, the General Partner shall promptly notify in writing the Escrow Agent of the rejection or proper revocation of any Subscriber's Subscription Agreement. Upon receipt of such notice, the Escrow Agent shall promptly return to the Subscriber his Subscription Payment and any interest earned thereon. (b) The General Partner shall notify in writing the Escrow Agent when Subscription Agreements for at least 1,000 Units have been accepted (the "Initial Closing Date"). Upon receipt of such notice, the Escrow Agent shall promptly pay and deliver to the Fund the Subscription Payments with respect to such accepted Subscription Agreements, and pay any interest earned thereon to the Subscribers. (c) If the Escrow Agent has not received written notice of the Initial Closing Date by the close of business on December 31, 2002 (unless extended by amendment of this Agreement), the Escrow Agent shall promptly return to the Subscribers whose Subscription Payments are then being held in the Escrow the amount of their Subscription Payments, together with any interest earned thereon. (d) Upon written notice and instructions from the General Partner that the offering of Units has been terminated, the Escrow Agent shall promptly refund to each subscriber his Subscription Proceeds held in Escrow together with any interest income earned thereon during the period that the Escrow Agent held such Subscription Proceeds. Payment of any interest earned on the funds invested in the Escrow may be subject to backup withholding penalties unless a properly completed IRS Form W8 or W9 certification is submitted to the Escrow Agent. (e) If the Escrow Agent has not received written notice from the General Partner concerning the distribution of Subscription Proceeds held in Escrow as provided above, the Escrow Agent may request instructions from the General Partner by registered mail or overnight courier, return receipt requested, sent to the address of the Fund set forth on the signature page or to such other address as the General Partner may advise the Escrow Agent in writing. If the General Partner does not deliver written instructions to the Escrow Agent within ten (10) business days after the date that the Escrow Agent delivers such request, the Escrow Agent may return all Subscription Proceeds held in Escrow, together with any interest income earned thereon, to the Subscribers.

Distributions from Escrow. The Escrow Agent shall distribute funds held in Escrow as follows: (a) During both In the Initial Offering Periodevent that, following the General Partner Closing, any Buyer Indemnitee incurs Losses for which it believes he, she or it is entitled to indemnification from Seller in accordance with this Article VIII or any Transaction Document, then promptly after such Buyer Indemnitee’s submission to Seller of a written notice of claim and so long as such Buyer Indemnitee and such Seller agrees to an amount of indemnifiable Losses, such Buyer Indemnitee and Seller shall promptly notify in writing send a joint disbursement notice to the Escrow Agent of the rejection or proper revocation of any Subscriber's Subscription Agreement. Upon receipt of such notice, instructing the Escrow Agent to transfer to such Buyer Indemnitee from the Escrow Account such funds as are equal to the undisputed amount. In the event that the Buyer Indemnitee and Seller do not agree that such Buyer Indemnitee is entitled to indemnification from such Seller in accordance with this ARTICLE VIII, or the Buyer Indemnitee and Seller do not agree to an undisputed amount of such indemnifiable Losses, then Seller shall be entitled to contest the Buyer Indemnitee’s claim for indemnification in accordance with Section 10.11. In the event such claim relates to an agreed-upon amount of indemnifiable Losses in excess of the then-remaining Escrow Account, then Seller shall promptly return pay such excess amount to the Subscriber his Subscription Payment and any interest earned thereonBuyer Indemnitee, subject to the limitations in Section 8.04. (b) The General Partner On or before the fifth Business Day following January 1, 2024 (such date, the “First Escrow Release Date”), (i) an amount equal to the Bonus Payout will be disbursed to Buyer and (ii) an amount equal to the remainder, if any, after deducting the Bonus Payout from the Bonus Escrow Amount will be disbursed to Seller, in each case in accordance with the terms of the Escrow Agreement. Buyer and Seller shall notify in writing send a disbursement notice to the Escrow Agent when Subscription Agreements for at least 1,000 Units have been accepted (the "Initial Closing Date"). Upon receipt of such notice, instructing the Escrow Agent shall promptly pay to disburse such amounts, if any, to which each is entitled. Each of Seller and deliver Buyer will exercise its respective reasonable best efforts to ensure that each former employee of Seller who is continuously employed by Buyer through December 31, 2023 receives from the Fund Buyer through its payroll provider the Subscription Payments amount allocated to them, subject to any applicable tax withholding, in accordance with the terms of the Escrow Agreement (which, with respect to such accepted Subscription AgreementsBuyer, and shall solely require instructing its payroll provider to pay any interest earned thereon to the SubscribersBonus Payout in accordance with the Section). (c) If On the twelve (12)-month anniversary of the Closing Date (such date, the “Second Escrow Release Date”), an amount equal to the then-remaining Escrow Amount (after taking into account any disbursement of funds prior to the date thereof and less any portion of the Escrow Agent has not received written notice of the Initial Closing Date by the close of business on December 31, 2002 (unless extended by amendment of this Agreement), the Escrow Agent shall promptly return to the Subscribers whose Subscription Payments are then being held in the Escrow the amount of their Subscription Payments, together with any interest earned thereon. (d) Upon written notice and instructions from the General Partner that the offering of Units has been terminated, the Escrow Agent shall promptly refund to each subscriber his Subscription Proceeds held in Escrow together with any interest income earned thereon during the period that the Escrow Agent held such Subscription Proceeds. Payment of any interest earned on the funds invested in the Escrow may be Account subject to backup withholding penalties unless a properly completed IRS Form W8 any outstanding unresolved claim delivered on or W9 certification is submitted to the Escrow Agent. (e) If the Escrow Agent has not received written notice from the General Partner concerning the distribution of Subscription Proceeds held in Escrow as provided above, the Escrow Agent may request instructions from the General Partner by registered mail or overnight courier, return receipt requested, sent to the address of the Fund set forth on the signature page or prior to such other address as the General Partner may advise the Escrow Agent in writing. If the General Partner does not deliver written instructions date) shall be disbursed to Seller, and Buyer and Seller shall send a disbursement notice to the Escrow Agent within ten (10) business days after the date that instructing the Escrow Agent delivers such request, to disburse to Seller the then-remaining Escrow Amount to which Seller is entitled. In the event that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Agent Release Date or (b) at any time after all funds available in the Escrow Account have been fully disbursed, such Buyer Indemnitee may return all Subscription Proceeds held proceed against Seller for indemnification in Escrow, together accordance with any interest income earned thereon, to the Subscribersthis ARTICLE VIII.

Distributions from Escrow. The Escrow Agent shall distribute funds held hold the Escrow Shares in escrow in accordance with this Agreement and shall make distributions of Escrow Shares only as followsfollows or as provided in Sections 3 and 4 below: (a) During both the Initial Offering Period, the General Partner Escrow Shares shall promptly notify be distributed to AirNet in writing the Escrow Agent of the rejection or proper revocation of any Subscriber's Subscription Agreement. Upon receipt of such notice, the Escrow Agent shall promptly return amounts as are authorized to the Subscriber his Subscription Payment and any interest earned thereonbe distributed to AirNet pursuant to Section 3 below. (b) The General Partner shall notify in writing Upon the Escrow Agent when Subscription Agreements for at least 1,000 Units have been accepted filing of AirNet's Annual Report on Form 10-K (the "Initial Closing DateAIRNET 1998 FORM 10-K"). Upon receipt of such notice, ) for the Escrow Agent shall promptly pay and deliver to the Fund the Subscription Payments with respect to such accepted Subscription Agreements, and pay any interest earned thereon to the Subscribers. (c) If the Escrow Agent has not received written notice of the Initial Closing Date by the close of business on fiscal year ended December 31, 2002 1998 (unless extended by amendment of this Agreementwhich is anticipated to occur on or about March 31, 1999), the Escrow Agent shall promptly return distribute to each Stockholder that number of General Escrow Shares equal to the Subscribers whose Subscription Payments are product of (i) such Stockholder's Stockholder Percentage as set forth on Schedule A hereto and (ii) the entire balance of the General Escrow Shares then being held remaining in escrow less the Escrow aggregate of the then existing General Claim Reserves (as defined below) for General Open Claims (as defined below) and the amount of their Subscription Paymentsany claim not constituting a General Open Claim which is described in a written notice of a claim from AirNet in accordance with Section 3(a) and actually received by the Escrow Agent prior to the filing of the AirNet 1998 Form 10-K. (c) Within two banking days of the Escrow Agent's having been given a joint written direction with respect to a General Open Claim pursuant to Section 3(d), together with any interest earned thereon(i) the Escrow Agent shall distribute to AirNet that number of General Escrow Shares set forth in joint written direction for such General Open Claim and (ii) to the extent authorized in Section 3 below, the Escrow Agent shall distribute to each Stockholder that number of General Escrow Share equal to the product of (X) such Stockholder's Stockholder Percentage and (Y) and the balance of the General Claim Reserve established in respect of such General Open Claim, the amount of which shall be set forth in the joint written direction. (d) Upon written notice At least five business days prior to the six month anniversary of the Effective Time (as defined in the Merger Agreement) and instructions from following resolution of the General Partner that Specific Contingency set forth as item number one on Schedule 1.04 to the offering Company Disclosure Schedule in accordance with the provisions of Units has been terminatedSection 7.08 of the Merger Agreement, AirNet and the Stockholder Representative shall give the Escrow Agent shall promptly refund to each subscriber his Subscription Proceeds held in Escrow together with any interest income earned thereon during the period that a joint written instruction directing the Escrow Agent held to distribute the number of Specific Escrow Shares set forth in such Subscription Proceeds. Payment of any interest earned joint written instruction to AirNet and/or the Stockholders, depending on the funds invested resolution of such Specific Contingency in the Escrow may be subject to backup withholding penalties unless a properly completed IRS Form W8 or W9 certification is submitted to the Escrow Agentaccordance with such Section 7. (e) If the Escrow Agent has not received written notice from the General Partner concerning the distribution of Subscription Proceeds held in Escrow as provided above, the Escrow Agent may request instructions from the General Partner by registered mail or overnight courier, return receipt requested, sent to the address of the Fund set forth on the signature page or to such other address as the General Partner may advise the Escrow Agent in writing. If the General Partner does not deliver written instructions to the Escrow Agent within ten (10) business days after the date that the Escrow Agent delivers such request, the Escrow Agent may return all Subscription Proceeds held in Escrow, together with any interest income earned thereon, to the Subscribers.

Distributions from Escrow. The Escrow Agent shall distribute funds held in Escrow as follows: (a) During both In the Initial Offering Periodevent that, following the General Partner Closing, any Purchaser Indemnified Party incurs Purchaser Indemnified Liabilities for which it believes it is entitled to indemnification from the Sellers in accordance with this Article VIII or any Related Document, then promptly after such Purchaser Indemnified Party’s submission to the Indemnifying Party of a Claim Notice, and so long as such Purchaser Indemnified Party and the Indemnifying Party agree to an amount of indemnifiable Purchaser Indemnified Liabilities, such Purchaser Indemnified Party and the Indemnifying Party shall promptly notify in writing send a joint disbursement notice to the Escrow Agent of the rejection or proper revocation of any Subscriber's Subscription Agreement. Upon receipt of such notice, instructing the Escrow Agent shall promptly return to transfer to such Purchaser Indemnified Party from the Escrow Account such funds as are equal to the Subscriber his Subscription Payment undisputed amount. In the event that the Purchaser Indemnified Party and any interest earned thereonthe Indemnifying Party do not agree that such Purchaser Indemnified Party is entitled to indemnification from the Indemnifying Party in accordance with this Article VIII, or the Purchaser Indemnified Party and the Indemnifying Party do not agree to an undisputed amount of such indemnifiable Purchaser Indemnified Liabilities, then the Indemnifying Party shall be entitled to contest the Purchaser Indemnified Party’s Claim for indemnification in accordance with Article XI herein. (b) The General Partner shall notify in writing On the Escrow Agent when Subscription Agreements for at least 1,000 Units have been accepted twelve (12) month anniversary of the "Initial Closing Date"). Upon receipt of such notice, the Escrow Agent shall promptly pay and deliver an amount equal to the Fund then-remaining Indemnification Escrow Amount (after taking into account any disbursement of funds prior to the Subscription Payments with respect date thereof and less any portion of the Indemnification Escrow Amount subject to any outstanding unresolved Claim Notice delivered on or prior to such accepted Subscription Agreementsdate) shall be disbursed to the Representative, for the benefit of the Sellers, and pay any interest earned thereon to the Subscribers. (c) If Purchaser and the Escrow Agent has not received written Representative shall send a joint disbursement notice of the Initial Closing Date by the close of business on December 31, 2002 (unless extended by amendment of this Agreement), the Escrow Agent shall promptly return to the Subscribers whose Subscription Payments are then being held in the Escrow the amount of their Subscription Payments, together with any interest earned thereon. (d) Upon written notice and instructions from the General Partner that the offering of Units has been terminated, the Escrow Agent shall promptly refund to each subscriber his Subscription Proceeds held in Escrow together with any interest income earned thereon during the period that the Escrow Agent held such Subscription Proceeds. Payment of any interest earned on the funds invested in the Escrow may be subject to backup withholding penalties unless a properly completed IRS Form W8 or W9 certification is submitted to the Escrow Agent. (e) If the Escrow Agent has not received written notice from the General Partner concerning the distribution of Subscription Proceeds held in Escrow as provided above, the Escrow Agent may request instructions from the General Partner by registered mail or overnight courier, return receipt requested, sent to the address of the Fund set forth on the signature page or to such other address as the General Partner may advise the Escrow Agent in writing. If the General Partner does not deliver written instructions to the Escrow Agent within ten (10) business days after the date that instructing the Escrow Agent delivers such requestto disburse to the Representative, for the benefit of the Sellers, the then-remaining Indemnification Escrow Agent may return all Subscription Proceeds held in EscrowAmount to which the Sellers are entitled. If a Liability for payment of the Sellers to a Purchaser Indemnified Party shall arise under this Article VIII or Article IX after the disbursement to the Sellers of the remaining Indemnification Escrow Amount, together with any interest income earned thereonthe Sellers shall be obligated, jointly and severally, to pay such Liability; provided, however, that in no event shall the Subscriberssum of the Indemnification Escrow Amount released to the Purchaser Indemnified Parties plus the amounts paid by the Sellers to the Purchaser Indemnified Parties exceed the Cap.