Common use of Escrow Amount Clause in Contracts

Escrow Amount. Of the Base Ten Shares, 1,580,000 shares otherwise payable to Almedica pursuant to Section 1.1 (the "ESCROW AMOUNT") will be retained by Pitney, Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers, (the "ESCROW AGENT") as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, (i) the shares constituting one-half of the Escrow Amount will be released by Escrow Agent to Almedica, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement (the "FIRST RELEASE DATE"), and (ii) the shares constituting the balance of the Escrow Amount will be released by Escrow Agent to Almedica not later than ten business days after the second anniversary of the date of this Agreement (the "SECOND RELEASE DATE"). Cash dividends or stock dividends and any other distribution, if any, payable on the shares of Base Ten's common stock comprising the Escrow Amount will be held by Escrow Agent subject to the terms of this Section 1.5, but Almedica shall have all voting rights with respect to the shares of Base Ten's common stock comprising the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held by the Escrow Agent, but any such shares so issued as dividends shall be subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on the date hereof, provide joint written instructions to the Escrow Agent on the First Release Date and the Second Release Date with respect to distributions of the Escrow Amount as set forth in the Section 1.4, unless any such distribution is subject to a dispute, in which case Base Ten and Almedica will follow the procedures set forth in this Agreement regarding notice and resolution of any such dispute.

Escrow Amount. Of (i) If the Base Ten Shares, 1,580,000 shares otherwise payable to Almedica Agreement is terminated by Seller pursuant to Section 1.1 (the "ESCROW AMOUNT") will be retained by Pitney8.1(c)(i), Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers, (the "ESCROW AGENT") as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, (i) the shares constituting one-half of then the Escrow Amount will shall be released paid to Seller, via a draw on the funds available under the Letter of Credit or any Replacement Letter of Credit (or, following an Anticipatory Draw, out of the funds previously drawn by Escrow Agent to AlmedicaSeller), not later than ten business days after the completion of thirteen full calendar months second (2nd) Business Day following the date of this Agreement (the "FIRST RELEASE DATE"), and such termination. (ii) If the shares constituting Agreement is terminated and, upon such termination, the balance of conditions to Closing set forth in Article VII (except for the conditions set forth in Section 7.1(b) and those conditions that can only be satisfied by Buyer on the Closing Date) have been either satisfied or waived (to the extent permitted by Law), then the Escrow Amount will shall be released paid to Seller via a draw on the funds available under the Letter of Credit or any Replacement Letter of Credit (or, following an Anticipatory Draw, out of the funds previously drawn by Escrow Agent to Almedica Seller), not later than ten business days after the second anniversary of (2nd) Business Day following the date of this Agreement such termination. (the "SECOND RELEASE DATE"). Cash dividends or stock dividends and any other distribution, if any, payable iii) To effect a draw on the shares funds available under the Letter of Base Ten's common stock comprising Credit or Replacement Letter of Credit pursuant to Section 8.3(b)(i) or Section 8.3(b)(ii), Seller shall deliver to Buyer a draw notice signed by a duly authorized officer of Seller certifying that the Agreement has been terminated and that Seller is entitled to receive the Escrow Amount will be held by Escrow Agent subject pursuant to the terms of this Section 1.58.3(b)(i) or Section 8.3(b)(ii), but Almedica shall have all voting rights with respect to the shares of Base Ten's common stock comprising the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held by the Escrow Agentapplicable, but any such shares so issued as dividends shall be subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on the date hereofof such termination, provide joint written instructions which a duly authorized representative of Buyer shall countersign and deliver to Seller not later than the second (2nd) Business Day following the date of such termination, at which xxxx Xxxxxx shall deliver the signed draw notice to the Escrow Agent Issuing Bank. (iv) If the Agreement is terminated under circumstances other than as described in Section 8.3(b)(i) or Section 8.3(b)(ii), then HNR and Seller shall deliver to the Buyer and the Issuing Bank the original Letter of Credit (or Replacement Letter of Credit, as the case may be), together with a written waiver of all rights (including rights to payment) under the Letter of Credit or any Replacement Letter of Credit, effective as of the effective time of termination, not later than the second (2nd) Business Day following the date of such termination, and HNR and Seller shall not have any right to draw on the First Release Date Letter of Credit or any Replacement Letter of Credit following the effective time of such termination. HNR and Seller covenant and agree not to draw on the Second Release Date with respect to distributions Letter of the Escrow Amount Credit or any Replacement Letter of Credit other than as set forth in the Section 1.4, unless any such distribution is subject to a dispute, in which case Base Ten 2.1(f) and Almedica will follow the procedures set forth in this Agreement regarding notice and resolution of any such disputeclauses (i) – (iii) above.

Escrow Amount. Of (a) Concurrently with the Base Ten Sharespayment of the Purchase Price Adjustment in accordance with Section 1.03(e), 1,580,000 shares otherwise payable the Seller and the Buyer shall direct the Escrow Agent to Almedica deliver to the Seller the remaining Escrow Amount (after taking into account the payment of the Purchase Price Adjustment), if any, minus, to the extent available, the sum of (x) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 1.1 (the "ESCROW AMOUNT") will be retained by Pitney, Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers9.03(i), (y) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 9.03(ii) (but in no event shall (y) be less than zero), and (z) any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(ii) hereof to the "ESCROW AGENT") as security for the faithful performance extent in excess of the indemnity obligations amount set forth in (y) above. Promptly following the later to occur of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, (i) three Business Days following the shares constituting one-half final determination of the Escrow Amount will be released by Escrow Agent to Almedica, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement (the "FIRST RELEASE DATE")Post Closing Statement, and (ii) the shares constituting Covenant Limitation Date, the Seller and the Buyer shall direct the Escrow Agent to deliver to the Seller the remaining Escrow Amount, minus, to the extent available, the sum of (x) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 9.03(i), and (y) any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(ii) hereof. Promptly following the later to occur of (i) three Business Days following the final determination of the Post Closing Statement, and (ii) December 31, 2011 (such later date, the “Interim Release Date”), the Seller and the Buyer shall direct the Escrow Agent to deliver to the Seller the remaining Escrow Amount, minus, to the extent available, the sum of (x) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 9.03(i), and (y) any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(i) or (ii); provided, however, if (X) the Buyer has not made a claim against the Seller or the Company pursuant to Section 9.03(i) on or prior to the Interim Release Date, on the Interim Release Date, the Seller and the Buyer shall direct the Escrow Agent to deliver to the Seller the remaining Escrow Amount, minus, to the extent available, any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(ii) or (Y) if, as of the Interim Release Date, the sum of (I) the amounts previously paid out to any Buyer Indemnitee pursuant to Section 9.03(i) as of the Interim Release Date and (II) any amounts subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(i) or (ii) is less than $1.25 million, on the Interim Release Date, the Seller shall direct the Escrow Agent to deliver to the Seller a portion of the Escrow Amount equal to (aa) the balance of the remaining Escrow Amount will be released by less (bb) the sum of (I) and (II). In the event that the Buyer made a claim against the Seller or the Company pursuant to Section 9.03(i) on or prior to the Interim Release Date, promptly following the later to occur of (i) three Business Days following the final determination of the Post Closing Statement, and (ii) the third anniversary of the Closing Date, the Seller and the Buyer shall direct the Escrow Agent to Almedica not later than ten business days deliver to the Seller the remaining Escrow Amount, minus, to the extent available, any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(i) or (ii) hereof. (b) The Seller and the Buyer shall cause the Escrow Agent to: (i) from time to time from and after the second anniversary of Closing until the date of this Agreement (Covenant Limitation Date, deliver to the "SECOND RELEASE DATE"). Cash dividends or stock dividends and any other distributionBuyer Indemnitee from the Escrow Account the amount, if any, payable on to which such Buyer Indemnitee shall be entitled for indemnification pursuant to Section 9.03(ii), but only to the shares of Base Ten's common stock comprising extent such amount is Finally Determined. (ii) from time to time from and after the Closing until the Representation Limitation Date, deliver to the Buyer Indemnitee from the Escrow Amount will Account the amount, if any, to which such Buyer Indemnitee shall be held by Escrow Agent subject entitled for indemnification pursuant to Section 9.03(i), but only to the terms extent such amount is Finally Determined. (iii) For purposes of this Section 1.51.05, but Almedica “Finally Determined” shall have all voting rights with respect mean (i) consented to the shares of Base Ten's common stock comprising the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held in writing by the Escrow AgentSeller and the Buyer, but any such shares so issued as dividends shall be (ii) finally determined pursuant to a final, non-appealable judgment of a court of competent jurisdiction or (iii) is no longer subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on the date hereof, provide joint written instructions to the Escrow Agent on the First Release Date and the Second Release Date with respect to distributions of the Escrow Amount as set forth in the Section 1.4, unless any such distribution is subject to a dispute, in which case Base Ten and Almedica will follow the procedures set forth in this Agreement regarding notice and resolution of any such disputechallenge under applicable Law.

Escrow Amount. Of the Base Ten Shares, 1,580,000 shares otherwise payable to Almedica pursuant to Section 1.1 (the "ESCROW AMOUNT") will be retained by Pitney, Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers, (the "ESCROW AGENT") as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. 4.6.1 Subject to the terms of this Agreement Clause 4.6, Clause 4.7.4 (if applicable) and less any shares which Clause 5 (Escrow), the Sellers shall be subject entitled to recovery as provided in Section 1.5, (i) the shares constituting one-half of receive the Escrow Amount will on the Escrow Release Date such amount to be released by Escrow Agent to Almedica, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement (the "FIRST RELEASE DATE")satisfied out of, and (ii) deducted from, the shares constituting amount standing to the balance of the Escrow Account from time to time in accordance with Clause 5 (Escrow). 4.6.2 If on the Escrow Release Date: (a) a Due Amount will (or any part of it) is outstanding, the Buyer shall be released by Escrow Agent entitled (at its sole discretion) to Almedica not later than ten business days after satisfy all (to the second anniversary extent possible) or part of the date Sellers’ liability to pay the Due Amount by way of this Agreement (the "SECOND RELEASE DATE"). Cash dividends or stock dividends and any other distribution, if any, payable on the shares of Base Ten's common stock comprising set-off against the Escrow Amount will then payable, and to treat its obligation to pay such Escrow Amount as being reduced pro tanto by the amount so set-off pursuant to this Clause 4.6.2; and/or (b) if there is an Outstanding Claim, the Buyer shall be held by Escrow Agent subject entitled (at its sole discretion) to the terms of this Section 1.5, but Almedica shall have all voting rights with respect to the shares of Base Ten's common stock comprising withhold from the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held by then payable an amount equal to the Estimated Liability or, if lower, the full amount of the Escrow AgentAmount. Where the provisions of Clause 4.6.2(b) apply, but the Buyer and the Sellers shall use all reasonable endeavours to agree the Estimated Liability in respect the Outstanding Claim as soon as possible and in any event at least five (5) Business Days prior to the Escrow Release Date. If they fail to resolve such shares so issued as dividends shall be subject matters five (5) Business Days prior to recovery as provided the Escrow Release Date, the Buyer or the Sellers may refer such matter in this Agreement. Base Ten and Almedica shall, dispute to an Expert for a resolution in accordance with the Escrow Agreement executed procedure set out in paragraph 3 of Schedule 5 (Completion Accounts) mutatis mutandis and delivered by them on the date hereof, provide joint written instructions to Parties agree that no amounts shall be released from the Escrow Agent on Account pending the First Release Date and Expert’s determination of the Second Release Date with respect relevant matter in dispute. 4.6.3 Nothing in this Clause 4.6 shall prejudice, limit or otherwise affect: (a) any right or remedy the Buyer may have against the Sellers from time to distributions time, whether arising under this Deed or any other Transaction Documents; or (b) the Buyer’s right to recover against the Sellers, whether before or after the payment of the Escrow Amount is made in accordance with this Deed. ​ 4.6.4 Any amount withheld by the Buyer in accordance with this Clause 4.6 shall not be regarded as set forth imposing any limit on the amount of any claims under this Deed or any other Transaction Documents. 4.6.5 If a Due Amount is not satisfied in the Section 1.4full by way of set-off under this Clause 4.6, unless any such distribution is subject to a dispute, in which case Base Ten and Almedica will follow the procedures set forth nothing in this Agreement regarding notice Deed shall prevent or otherwise restrict the Buyer’s right to recover the balance from the Sellers and resolution of any such disputethe Due Amount (to the extent not so satisfied) shall remain fully enforceable against the Sellers.

Escrow Amount. Of The Parties agree that the Base Ten SharesEscrow Amount shall be held and disbursed by Paying Agent under the following terms and conditions: (a) Through a disbursement notice signed only by Buyer, 1,580,000 shares otherwise payable Buyer may draw upon the Escrow Amount to Almedica pursuant to Section 1.1 pay expenses not paid under GCSI's directors and officers liability policy, when presented for payment, (including, but riot limited to, attorneys' fees but excluding any allocation of costs of Buyer or GCSI salary or general overhead expenses) incurred by Buyer, GCSI or any of their subsidiaries or affiliates, in connection with investigating, defending, settling or prosecuting any action, suit, proceeding, declaratory judgment action, claim, counterclaim, dispute or litigation (other than claims covered under the workers' compensation laws of the State of Alabama) (individually or collectively, "ESCROW AMOUNTProceedings") will be retained by Pitney, Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers, which: (the "ESCROW AGENT"1) as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, date have a court docket number; or (2) (i) the shares constituting one-half of the Escrow Amount will be released by Escrow Agent to Almedicaarise from claims, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement counterclaims, crossclaims or circumstances referenced in any Proceedings described in (the "FIRST RELEASE DATE"), 1) above; and (ii) which are filed on behalf of any current or future claimant in such Proceedings described in (1) above or any similarly situated claimant in any future Proceedings. Buyer shall give the shares constituting Escrow Committee advance notice of at least fifteen (15) business days prior to any such payments, along with copies of supporting invoices. The Escrow Committee shall have the balance right to object to any payment which it decides is not a bona fide payment to a third party, and shall have the right to obtain reimbursement of such payments either from the payee or the party on whose behalf payment was made. (b) The Escrow Amount may also be drawn upon to pay any or all of the following amounts, through a disbursement notice signed by a majority of the members of the Escrow Committee: (1) any deficiency in the Minimum Cash Amount will be released as determined by Escrow the Final Closing Date Financial Statements; (2) unpaid obligations of GCSI (or amounts required to settle any such matters) set forth in subsections 5. 1 (b)(i), (ii) and (iii) of the Merger Agreement, as determined by the Final Closing Date Financial Statements; and (3) amounts constituting or satisfying any and all actions, suits, proceedings, claims, liabilities, demands, settlements, assessments, judgments, interest, penalties, costs and expenses, including reasonable attorneys' fees (whether or not incurred in connection with investigating, defending, settling or prosecuting any action, suit, proceeding or claim against Buyer GCSI, the ESOP, or any of their affiliates, officers, directors, trustees or employees or hereunder), incident to any Proceedings referred to in Section 6.12(a) above. (c) In its sole discretion, and through a disbursement notice signed only by Buyer, Buyer may, upon confirmation of irrevocable insurance coverage, without reservation, instruct Paying Agent to Almedica not later than ten business days after release an amount equal to the second anniversary directors and officers insurance coverage in place and available to satisfy any amounts payable under each of the date of this Agreement (the "SECOND RELEASE DATE"). Cash dividends or stock dividends and any other distribution, if any, payable on the shares of Base Ten's common stock comprising the Escrow Amount will be held by Escrow Agent subject to the terms provisions of this Section 1.56.12. (d) The Escrow Amount shall, but Almedica shall have all voting rights with respect upon notice to the shares Paying Agent by Buyer, be drawn upon to satisfy any final non-appealable judgment, plus post-judgment interest, if applicable, against Buyer, GCSI, the ESOP or any of Base Ten's common stock comprising their affiliates, officers, directors, or trustees, or employees in any Proceedings referred to in Section 6.12(a), to the Escrow Amount extent not paid by directors and any stock issued as stock dividends with respect thereto officers liability insurance coverage when presented for payment. (e) After (and while it is so held by not before) the Escrow Agentearlier of. (1) a final, but any such shares so issued as dividends shall be subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on non-appealable resolution of all Proceedings referred subsection 6.12 (a) filed within three (3) years from the date hereof, provide joint written instructions (ii) a final non-appealable resolution of all claims arising from claims or circumstances described in any Proceedings which as of this date have a court docket number and which is binding, as a matter of law, on all Claimants; or (iii) three (3) years, in the event that no claims referred to in subsection 6.12 (a) are pending and no claims described in (e)(ii) above are filed within such three (3) year period; and upon finalization and payment of all matters to be determined under this Section 6.12 above, the Escrow Committee shall cause the Paying Agent on to disburse the First Release Date and the Second Release Date with respect to distributions remainder of the Escrow Amount. Upon receipt of a disbursement notice signed by all members of the Escrow Committee, the Paying Agent shall pay to Buyer any amounts due under this Agreement, and thereafter, to each GCSI Stockholder that has previously surrendered, or subsequently surrenders, such certificate(s) (other than certificates representing Dissenting Shares) a pro rata share (based on the number of issued and outstanding GCSI Shares immediately prior to the Effective Time) of the remaining Escrow Amount as set forth for each GCSI Share represented by the surrendered certificate(s), which amount shall be paid by Paying Agent within five (5) business days of receipt of the disbursement notice. (f) For amounts referenced in subsections 6.12(b)(1) and (2), such amounts must exceed a threshold of $25,000.00 per item and such amounts may not exceed $2,000,000 in the aggregate. The Agreement is amended by adding the following Section 1.4, unless any such distribution is subject to a dispute, in which case Base Ten and Almedica will follow the procedures set forth in this Agreement regarding notice and resolution of any such dispute.6.8(d):

Escrow Amount. Of (a) The Buyer undertakes that it will deposit the Base Ten SharesEscrow Amount in a designated interest-bearing account agreed in writing between the Seller and the Buyer upon Closing. (b) The parties agree and undertake that: (i) subject to Section 3.3(d), 1,580,000 shares otherwise the Buyer may deduct from the Escrow Amount (but not any interest accrued or accruing thereon), to the extent there are sufficient funds to do so, all amounts to satisfy any of the following: (A) the amount of the Interest-Bearing Indebtedness determined in accordance with Section 3.4 exceeding Two Million, Four Hundred Thousand U.S. Dollars ($2,400,000); (B) claims by the Buyer under Article IV; (C) any amounts payable to Almedica pursuant to Section 1.1 6.6 (Indemnities); (D) any Loss or other liability (including any purported right of set-off against the Acquired Subsidiary) of the Acquired Subsidiary pursuant to a breach of Section 6.5; (E) any shortfall in the amount of the Intercompany Receivables (other than any properly set off against Intercompany Payables pursuant to Section 6.7) received within two (2) months of the Closing Date; (F) any subsisting or current loans, hire purchase agreements, letters of credit, mortgages, debentures and guarantees (A) which are not included in the Interest-Bearing Indebtedness and/or (B) which have not been the subject of consent as set out in Section 3.2(e); (G) any Loss relating to the difference in Liability for Taxation between (A) any amounts of Taxation payable after the Balance Sheet Date (including any related penalties and interest) in respect of all Taxation years ended on or before the Balance Sheet Date and (B) the provision for Liability for Taxation in the management accounts as at the Balance Sheet Date, and any deductions from the Escrow Amount pursuant to this Section 3.3 shall reduce, pro tanto, the Purchase Price; (ii) to the extent that the Interest-Bearing Indebtedness is less than Two Million, four Hundred Thousand U.S. Dollars ($2,400,000), the Buyer will make an immediate deposit to the Escrow Amount an amount equal to the difference between the actual amount of the Interest-Bearing Indebtedness and Two Million, Four Hundred Thousand U.S. Dollars ($2,400,000); (iii) the Purchase Price has been converted from Sterling to U.S. Dollars at the Agreed Rate and that should the Agreed Rate have changed by a percentage of greater than or equal to +/- 2.78% calculated at Closing using the U.S. Dollar to Sterling exchange rate published by the European Central Bank for the last Business Day immediately prior to the Closing Date (the "ESCROW AMOUNTClosing Rate"), then the Escrow Amount shall be increased or reduced (as appropriate) will be retained by Pitney, Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers, (the "ESCROW AGENT") as security for the faithful performance 50% of the indemnity obligations product of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, (iA) the shares constituting one-half difference between the Sterling equivalent of the Escrow Amount will be released by Escrow Agent to Almedica, not later than ten business days after at the completion of thirteen full calendar months following Agreed Rate and at the date of this Agreement (the "FIRST RELEASE DATE"), Closing Rate and (iiB) the shares constituting Agreed Rate. (c) The Buyer shall transfer in immediately available funds to the balance Seller's designated account, the Escrow Amount (but not any interest accrued thereon) minus such part of the Escrow Amount will be released used by Escrow Agent the Seller in satisfaction of its rights pursuant to Almedica not Section 3.3(a) at such times and in such amounts as the Buyer may decide in its sole discretion, provided that the latest such transfer shall take place no later than ten business days after the second anniversary date: (A) the Acquired Subsidiary is in receipt of agreement from the UK Inland Revenue in respect of the date Acquired Subsidiary's corporation tax return for the year ended 31 December, 1999, and all Taxation assessed payable as a result of this Agreement such agreement has been so paid; (B) filing of the "SECOND RELEASE DATE"). Cash dividends or stock dividends and any other distribution, if any, payable annual accounts for the year ended on the shares Balance Sheet Date with Companies House in England and Wales, without any change whatsoever together with the signed audit reports of Base Ten's common stock comprising the Escrow Amount will KPMG that must be held by Escrow Agent subject without any qualifications or explanatory paragraphs (as defined in UK generally accepted auditing standards other than any going concern issues relating to the terms solvency or otherwise of this Section 1.5the Seller), but Almedica shall provided that the Buyer hereby undertakes to use its reasonable endeavours to procure such filing as soon as practicable after Closing; and (C) the Intercompany Receivables and Intercompany Payables have all voting rights with respect been finalised to the shares of Base TenBuyer's common stock comprising the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held by the Escrow Agent, but any such shares so issued as dividends shall be subject to recovery as provided in this Agreement. Base Ten and Almedica shall, satisfaction in accordance with the Escrow Agreement executed and delivered by them on the this Agreement, has been completed, provided that such latest date hereof, provide joint written instructions to the Escrow Agent on the First Release Date and the Second Release Date with respect to distributions of the Escrow Amount as set forth in the Section 1.4, unless any such distribution is subject to a dispute, in which case Base Ten and Almedica will follow the procedures set forth in this Agreement regarding notice and resolution of any such disputeshall be no later than 12 months following closing.

Escrow Amount. Of the Base Ten Shares, 1,580,000 shares otherwise payable to Almedica pursuant to Section 1.1 (the "ESCROW AMOUNT"a) will be retained by Pitney, Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers, (the "ESCROW AGENT") as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which The Escrow Amount shall be subject available to recovery as provided in Section 1.5, compensate: (i) the shares constituting one-half Buyer for (A) the fair market value (as set forth on Schedule 2.23) of any piece of Rolling Stock that has not been located or otherwise accounted for by Buyer or for which a valid certificate of title (with the release of the lienholder, as required) has not been received by Buyer within thirty (30) days following Closing, (B) the estimated repair cost, in excess of $5,000.00 for any Inspected Rolling Stock that does not meet the representations and warranties concerning Inspected Rolling Stock set forth in Section 2.24 below, (C) the estimated repair cost in excess of $1,000.00 for any piece of Uninspected Rolling Stock that does not meet the representations and warranties concerning Uninspected Rolling Stock set forth in Section 2.24 below, and (D) the costs of repairs to the Inspected Rolling Stock identified on Schedule 1.07(a) that are not completed and paid for by the Companies prior to Closing (collectively, the claims described in clauses (A), (B), (C) and (D) the “Rolling Stock Claims”); (ii) the Buyer for any amount of the Overpayment not paid by Sellers to Buyer pursuant to Section 1.02(h) (the “Overpayment Claims”), and (iii) the Buyer Indemnitees for Losses pursuant to the indemnification obligations set forth in Article 5 (the “Indemnity Claims”). For the avoidance of doubt, all Losses compensated to the Buyer or Buyer Indemnitees out of the Escrow Amount will pursuant to the foregoing, shall be released by net of any insurance proceeds, compensation or other consideration. (b) Buyer shall provide the Sellers’ Representative with written notice of any Rolling Stock Claims within thirty (30) days following the Closing. If the Sellers’ Representative raises bona fide good faith objections in writing to any Rolling Stock Claims within fifteen (15) days of Sellers’ receipt of notice of such claim, Buyer and the Sellers’ Representative shall attempt in good faith for fifteen (15) days after Buyer’s receipt of such written objection to resolve such objection. (c) If no such agreement can be reached during the fifteen (15) day period for good faith negotiation, but in any event upon the expiration of such fifteen (15) day period, either Buyer or the Sellers’ Representative may bring suit to resolve the matter in accordance with Section 7.12. (d) In accordance with the terms of the Escrow Agreement, on the next Business Day following thirty (30) days after the Closing Date, Buyer and the Sellers’ Representative shall instruct the Escrow Agent to Almedica, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement (the "FIRST RELEASE DATE"), pay and (ii) the shares constituting the balance distribute out of the Escrow Amount will be released Account, by Escrow Agent wire transfer to Almedica not later than ten business days after the second anniversary of accounts designated by the date of this Agreement Sellers’ Representative, an aggregate amount equal to $1,000,000.00 (the "SECOND RELEASE DATE"). Cash dividends or stock dividends and “Rolling Stock Escrow Amount”) (together with any other distribution, if any, payable on the shares of Base Ten's common stock comprising the Escrow Amount will interest that may be held by Escrow Agent subject to the terms of this Section 1.5, but Almedica shall have all voting rights earned with respect to the shares of Base Ten's common stock comprising the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held by the Escrow Agent, but any such shares so issued as dividends shall be subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on the date hereof, provide joint written instructions to the Escrow Agent on the First Release Date and the Second Release Date with respect to distributions portion of the Escrow Amount as set forth in Amount), less (x) any amounts which have been distributed from the Section 1.4, unless any such distribution is subject Escrow Account pursuant to a dispute, in which case Base Ten and Almedica will follow the procedures set forth in this Agreement regarding notice Section 1.07(d) prior to such date and (y) any amounts, as reasonably estimated by Buyer, for which Buyer shall have made a Rolling Stock Claim pursuant to the procedures set forth in this Section 1.07(d) and for which recovery shall not have been satisfied from the Escrow Account. Following final resolution of any Rolling Stock Claim described in clause (y) hereof, Buyer and the Sellers’ Representative shall instruct the Escrow Agent to pay and distribute out of the Escrow Account by wire transfer, to the account designated by Buyer, the amount finally determined to be owing to Buyer pursuant to such disputeRolling Stock Claims, and to the accounts designated by the Sellers’ Representative, the balance of the Rolling Stock Escrow Amount. (e) In accordance with the terms of the Escrow Agreement, on the next Business Day following six (6) months after the Closing Date, Buyer and the Seller’s Representative shall instruct the Escrow Agent to pay and distribute out of an amount of $4,500,000 of the Escrow Account (the “Indemnification Escrow Amount”), by wire transfer to the accounts designated by the Sellers’ Representative, an aggregate amount equal to one-third of the Indemnification Escrow Amount (together with any interest that may be earned with respect to such portion of the Escrow Amount) less (x) any amounts which have been distributed from the Indemnity Escrow Amount with respect to Indemnity Claims and Overpayment Claims prior to such date and (y) any amounts for which Buyer or Buyer Indemnitees shall have made an Indemnity Claim or Overpayment Claim and for which recovery shall not have been satisfied from the Escrow Account. (f) In accordance with the terms of the Escrow Agreement, on the next Business Day following twelve (12) months after the Closing Date, Buyer and the Seller’s Representative shall instruct the Escrow Agent to pay and distribute out of an amount of the Indemnification Escrow Amount, by wire transfer to the accounts designated by the Sellers’ Representative, an aggregate amount equal to one-third of the Indemnification Escrow Amount (together with any interest that may be earned with respect to such portion of the Escrow Amount) less (x) any amounts which have been distributed from the Indemnity Escrow Amount with respect to Indemnity Claims and Overpayment Claims during the period beginning six (6) months and ending twelve (12) months following the Closing and (y) any amounts for which Buyer or Buyer Indemnitees shall have made an Indemnity Claim or Overpayment Claim during the period beginning six (6) months and ending twelve (12) months following the Closing and for which recovery shall not have been satisfied from the Escrow Account. (g) In accordance with the terms of the Escrow Agreement, and (ii) on the next Business Day following eighteen (18) months after the Closing Date, Buyer and the Seller’s Representative shall instruct the Escrow Agent to pay and distribute out of the Escrow Account, by wire transfer to the accounts designated by the Sellers’ Representative, the balance of the Indemnification Escrow Amount (together with any interest that may be earned with respect to such portion of the Escrow Amount) (after giving effect to any amounts which have been distributed from the Indemnity Escrow Amount with respect to Indemnity Claims and Overpayment Claims prior to such date) less any amounts for which Buyer or Buyer Indemnitees shall have made an Indemnity Claim or Overpayment Claim and for which recovery shall not have been satisfied from the Escrow Account. Following final resolution of the Indemnity Claims and Overpayment Claims, Buyer and the Sellers’ Representative shall instruct the Escrow Agent to pay and distribute out of the Indemnity Escrow Amount by wire transfer, to the account designated by Buyer, the amount finally determined to be owing to Buyer pursuant to any Indemnity Claims and Overpayment Claims, and, to the accounts designated by the Sellers’ Representative, the balance of the Indemnification Escrow Amount. (h) The amounts of all Rolling Stock Claims and Indemnity Claims paid to Buyer from the Escrow Account shall lower on a dollar-for-dollar basis the Final Aggregate Closing Consideration and shall be deemed to be adjustments for Tax purposes to the aggregate purchase price paid by Buyer for the Stock. (i) As between the parties to this Agreement, if any term or provision of the Escrow Agreement conflicts with any term or provision of this Agreement, then the term or provision of this Agreement will control. Buyer and the Sellers will each pay for 50% of the administrative fees of the Escrow Agent at the Closing.

Escrow Amount. Of (a) Concurrently with the Base Ten Sharespayment of the Purchase Price Adjustment in accordance with Section 1.03(e), 1,580,000 shares otherwise payable the Seller and the Buyer shall direct the Escrow Agent to Almedica deliver to the Seller the remaining Escrow Amount (after taking into account the payment of the Purchase Price Adjustment), if any, minus, to the extent available, the sum of (x) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 1.1 (the "ESCROW AMOUNT") will be retained by Pitney, Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers9.03(i), (y) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 9.03(ii) (but in no event shall (y) be less than zero), and (z) any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(ii) hereof to the "ESCROW AGENT") as security for the faithful performance extent in excess of the indemnity obligations amount set forth in (y) above. Promptly following the later to occur of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, (i) three Business Days following the shares constituting one-half final determination of the Escrow Amount will be released by Escrow Agent to Almedica, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement (the "FIRST RELEASE DATE")Post Closing Statement, and (ii) the shares constituting Covenant Limitation Date, the Seller and the Buyer shall direct the Escrow Agent to deliver to the Seller the remaining Escrow Amount, minus, to the extent available, the sum of (x) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 9.03(i), and (y) any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(ii) hereof. Promptly following the later to occur of (i) three Business Days following the final determination of the Post Closing Statement, and (ii) December 31, 2011 (such later date, the “Interim Release Date”), the Seller and the Buyer shall direct the Escrow Agent to deliver to the Seller the remaining Escrow Amount, minus, to the extent available, the sum of (x) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 9.03(i), and (y) any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(i) or (ii); provided, however, if (X) the Buyer has not made a claim against the Seller or the Company pursuant to Section 9.03(i) on or prior to the Interim Release Date, on the Interim Release Date, the Seller and the Buyer shall direct the Escrow Agent to deliver to the Seller the remaining Escrow Amount, minus, to the extent available, any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(ii) or (Y) if, as of the Interim Release Date, the sum of (I) the amounts previously paid out to any Buyer Indemnitee pursuant to Section 9.03(i) as of the Interim Release Date and (II) any amounts subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(i) or (ii) is less than$1.25 million, on the Interim Release Date, the Seller shall direct the Escrow Agent to deliver to the Seller a portion of the Escrow Amount equal to (aa) the balance of the remaining Escrow Amount will be released by less (bb) the sum of (I) and (II). In the event that the Buyer made a claim against the Seller or the Company pursuant to Section 9.03(i) on or prior to the Interim Release Date, promptly following the later to occur of (i) three Business Days following the final determination of the Post Closing Statement, and (ii) the third anniversary of the Closing Date, the Seller and the Buyer shall direct the Escrow Agent to Almedica not later than ten business days deliver to the Seller the remaining Escrow Amount, minus, to the extent available, any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(i) or (ii) hereof. (b) The Seller and the Buyer shall cause the Escrow Agent to: (i) from time to time from and after the second anniversary of Closing until the date of this Agreement (Covenant Limitation Date, deliver to the "SECOND RELEASE DATE"). Cash dividends or stock dividends and any other distributionBuyer Indemnitee from the Escrow Account the amount, if any, payable on to which such Buyer Indemnitee shall be entitled for indemnification pursuant to Section 9.03(ii), but only to the shares of Base Ten's common stock comprising extent such amount is Finally Determined. (ii) from time to time from and after the Closing until the Representation Limitation Date, deliver to the Buyer Indemnitee from the Escrow Amount will Account the amount, if any, to which such Buyer Indemnitee shall be held by Escrow Agent subject entitled for indemnification pursuant to Section 9.03(i), but only to the terms extent such amount is Finally Determined. (iii) For purposes of this Section 1.51.05, but Almedica “Finally Determined” shall have all voting rights with respect mean (i) consented to the shares of Base Ten's common stock comprising the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held in writing by the Escrow AgentSeller and the Buyer, but any such shares so issued as dividends shall be (ii) finally determined pursuant to a final, non-appealable judgment of a court of competent jurisdiction or (iii) is no longer subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on the date hereof, provide joint written instructions to the Escrow Agent on the First Release Date and the Second Release Date with respect to distributions of the Escrow Amount as set forth in the Section 1.4, unless any such distribution is subject to a dispute, in which case Base Ten and Almedica will follow the procedures set forth in this Agreement regarding notice and resolution of any such disputechallenge under applicable Law.

Escrow Amount. Of The (i) funds in the Base Ten Shares, 1,580,000 shares otherwise Purchase Price Adjustment Escrow Account shall be available to satisfy any amounts payable to Almedica the Purchaser pursuant to Section 1.1 (the "ESCROW AMOUNT") will be retained by Pitney, Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers, (the "ESCROW AGENT") as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, (i) the shares constituting one-half of the Escrow Amount will be released by Escrow Agent to Almedica, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement (the "FIRST RELEASE DATE"1.4(b), and (ii) funds in the shares constituting Indemnity Escrow Account shall be available to satisfy any Losses for which indemnification is provided by the balance of the Escrow Amount will be released by Escrow Agent to Almedica not later than ten business days after the second anniversary of the date of this Agreement (the "SECOND RELEASE DATE"). Cash dividends or stock dividends Sole Member in accordance with and any other distribution, if any, payable on the shares of Base Ten's common stock comprising the Escrow Amount will be held by Escrow Agent subject to the terms and conditions of Article 10. The Escrow Agent shall hold the funds in the Purchase Price Adjustment Escrow Account and Indemnity Escrow Account as security for any such obligations of the Sole Member and shall, (i) within 5 Business Days of the final and undisputable determination of the Post-Closing Adjustment pursuant to Section 1.4, pay such amounts from the Purchase Price Adjustment Escrow Account as set forth in Section 1.4 to the Purchaser and Sole Member, as applicable, (ii) on the Title Indemnity Escrow Release Date, pay to the Sole Member, a portion of the funds remaining in the Indemnity Escrow Account equal to Two Hundred Fifty Thousand and 00/100 Dollars ($250,000), less an amount equal to any pending claims pursuant to Section 10.1(i), (iii) on the Initial Indemnity Escrow Release Date, pay to the Sole Member, a portion of the funds remaining in the Indemnity Escrow Account equal to One Million Seven Hundred and Fifty Thousand and 00/100 Dollars ($1,750,000), less an amount equal to any pending claims pursuant to Article 10 and (iv) on the Final Indemnity Escrow Release Date, pay to the Sole Member the amount of funds remaining in the Indemnity Escrow Account (if any), less any portion thereof that is subject to any pending claim pursuant to Article 10. Unless specified otherwise in the relevant provision, promptly upon any Person becoming entitled to release of amounts from the Indemnification Escrow Account pursuant to this Section 1.5, but Almedica shall have all voting rights with respect to the shares of Base Ten's common stock comprising 1.6 or Article 10 or the Escrow Amount Agreement, the Sole Member and any stock issued as stock dividends with respect thereto and while it is so held by the Escrow Agent, but any such shares so issued as dividends Purchaser shall be subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on the date hereof, provide execute joint written instructions to the Escrow Agent on instructing the First Release Date Escrow Agent to so release such amounts. The Purchaser shall be the owner of the funds in the Indemnification Escrow Account for U.S. federal income Tax purposes. All fees, costs and the Second Release Date with respect to distributions expenses of the Escrow Amount as set forth in Agent pursuant to the Section 1.4, unless any such distribution is subject to a dispute, in which case Base Ten and Almedica will follow Escrow Agreement shall be paid by the procedures set forth in this Agreement regarding notice and resolution of any such disputePurchaser.