Escrow Account; Escrow Agreement. Notwithstanding anything in this Agreement to the contrary, at Closing, Parent (a) will withhold from the Merger Consideration an amount of cash equal to One Million Five Hundred Thirty Thousand Dollars ($1,530,000) (the "Escrow Amount"), and (b) will deliver the Escrow Amount to Mellon Trust of New England, N.A. or a similar institution, as escrow agent (the "Escrow Agent"), to be held in escrow by the Escrow Agent in an interest-bearing account (the "Escrow Account") as security for (i) the indemnification obligations of the Stockholder and Xxxxxxxx under Section 12 hereof and (ii) the post-Closing adjustments set forth in Section 1.6 hereof, pursuant to the provisions of an escrow agreement in substantially the form of Exhibit 1.4 attached hereto (the "Escrow Agreement") to be entered into on or prior to the Closing by Parent, the Escrow Agent and the Stockholder. The Escrow Amount will be held by the Escrow Agent pursuant to and in accordance with the terms of the Escrow Agreement, which will provide for fifty percent (50%) of the Escrow Amount (less any amounts subject to claims thereunder) to be released to the Stockholder on August 15, 2005 and for the remainder of the Escrow Amount (less any amounts subject to claims thereunder) to be released to the Stockholder on the second anniversary of the Effective Time. Distributions of any amounts from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement.
Escrow Account; Escrow Agreement. Notwithstanding anything in this -------------------------------- Agreement to the contrary, at Closing, Buyer (a) will withhold from the Closing Merger Consideration a portion of the Closing Merger Consideration equal to Thirteen Million Dollars ($13,000,000) (the "Escrow Amount"), and (b) will ------------- deliver the Escrow Amount to Boston Safe Deposit & Trust Company or a similar institution, as escrow agent (the "Escrow ------ Agent"), to be held in escrow by the Escrow Agent in an interest-bearing account ----- (the "Escrow Account") as security for (i) the indemnification obligations under -------------- Section 9 hereof; (ii) the post-Closing adjustments set forth in Section 1.14 hereof and (iii) any post-Closing unpaid portion of the Company-Paid Transaction Expenses (as defined in Section 10.01), pursuant to the provisions of an escrow agreement in substantially the form of Exhibit D attached hereto (the "Escrow --------- ------ Agreement") to be entered into on or prior to the Closing by Buyer, the Escrow --------- Agent and the Representatives (as defined in Section 1.11). The Escrow Amount shall be held by the Escrow Agent pursuant to and in accordance with the terms of the Escrow Agreement. Distributions of any amounts from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement.
Escrow Account; Escrow Agreement. 5.4.1 The Sellers, the Purchaser and Xx. Xxxxxxxx Xxxxxxxxxxx, notary public, Xx-xxxxxxxxxxxxxx 0/0, 0000 Xxxxxx, as escrow agent ("Escrow Agent") have entered into the escrow agreement attached hereto as Exhibit 5.4.1 ("Escrow Agreement") with respect to the escrow account maintained by the Escrow Agent for purposes of the Transaction ("Escrow Account").
