Common use of Escrow Amount Clause in Contracts

Escrow Amount. (a) On the Closing Date, Seller, Buyer and Escrow Agent shall enter into an Escrow Agreement providing for the formation of an escrow fund. In order to secure Seller’s indemnity obligations to Buyer under this Agreement, the Escrow Amount shall be deposited by wire transfer into an account designated by Escrow Agent in accordance with Section 2.3 to be held in escrow pursuant to the terms of the Escrow Agreement (the amount held in escrow as reduced from time to time pursuant to this Section 10.10 and this Article X, is hereinafter referred to as the “Escrow Fund”). (b) Pursuant to the Escrow Agreement and subject to Section 10.11, the Escrow Amount shall be released from the Escrow Fund as follows: (i) On the eighteen (18) month anniversary of the Closing Date (the “First Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Fund equal to Fifteen Million Dollars ($15,000,000) less the sum of (x) any portion of the Escrow Fund previously distributed to Buyer on or prior to the First Distribution Date, (y) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the First Distribution Date but which remains pending as of the First Distribution Date (to the extent such amount is reasonably estimable) and (z) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the First Distribution Date, there are Asbestos Claims (other than any Asbestos Claims described on Exhibit I) that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then in that event only $7,500,000 as adjusted pursuant to subsections (x), (y) and (z) shall be distributed from the Escrow Fund by Escrow Agent to Seller on the First Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller an additional amount from the Escrow Fund equal to Seven Million Five Hundred Thousand Dollars ($7,500,000). (ii) On the fifth (5th) anniversary of the Closing Date (the “Second Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Funds equal to (i) Five Million Dollars ($5,000,000) or (ii) if less than Five Million Dollars ($5,000,000) is then remaining in the Escrow Fund, all remaining amounts from the Escrow Fund, if on the Second Distribution Date Asbestos Losses paid as of the Second Distribution Date are equal to or less than One Million Dollars ($1,000,000) less (x) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the Second Distribution Date but which remains pending as of the Second Distribution Date (to the extent such amount is reasonably estimable) and (y) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the Second Distribution Date, (i) Asbestos Losses (other than any Asbestos Claims described on Exhibit I) paid as of the Second Distribution Date are greater than One Million Dollars ($1,000,000) or (ii) there are Asbestos Claims that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then no distributions from the Escrow Fund shall be made by Escrow Agent to Seller on the Second Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller that portion of the Escrow Fund retained with respect to the Asbestos Claims. (iii) On the tenth (10th) anniversary of the Closing Date (the “Final Distribution Date”), Escrow Agent shall distribute to Seller all remaining amounts from the Escrow Fund less any amounts reasonably necessary to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i) prior to the Final Distribution Date, but which remain pending as of the Final Distribution Date. (c) In the event of a disagreement between the Parties on the reasonable estimate of any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v), or with respect to the Asbestos Claims described in Exhibit I, prior to the First Distribution Date or the Second Distribution Date but which remains pending as of the First Distribution Date or the Second Distribution Date, as the case may be, the Parties will select a third party expert with no material relationship with any Party by lot to determine the reasonable estimated amount of such pending claim within thirty (30) days following the Parties’ submission of the claim to such expert. The decision of the third party expert shall be final and binding upon the Parties and the estimated amount determined by the third party expert shall remain in the Escrow Fund pending resolution of the indemnification claim in accordance with Article X. The fees and expenses of such third party expert retained pursuant to this Section 10.10(c) shall be equitably allocated by such third party expert based on the accuracy of the Parties’ positions relative to the final determination of the estimated amount by such third party expert.

Escrow Amount. (a) On the Closing DateEffective Time, Seller, Buyer Merger Sub shall deposit Four Million and Escrow Agent shall enter into an Escrow Agreement providing for 00/100 Dollars ($4,000,000.00) of the formation of an escrow fund. In order to secure Seller’s indemnity obligations to Buyer under this AgreementMerger Consideration (as the same may be increased as set forth herein, the “Escrow Amount shall be deposited by wire transfer Amount”) into an account designated by Escrow Agent in accordance with Section 2.3 to be held in escrow pursuant to the terms of Escrow Agreement. Xxxxx Fargo Bank, N.A. as the Escrow Agreement escrow agent (the amount held in escrow as reduced from time to time pursuant to this Section 10.10 and this Article X, is hereinafter referred to as the “Escrow FundAgent”) shall hold the Escrow Amount and all interest and other amounts earned thereon in an escrow account (the “Escrow Account”) for purposes of securing any amounts payable by the SFC Equityholders on account of any and all indemnification obligations under Section 10.02 hereof and certain other amounts payable hereunder in accordance with this Agreement and the Escrow Agreement. At the Effective Time, each of Parent, the Surviving Corporation, Equityholder Representative and the Escrow Agent shall execute an escrow agreement in the form attached hereto as Exhibit III (the “Escrow Agreement”). (b) Pursuant to Within three (3) business days following the Escrow Agreement and subject to Section 10.11twelve (12) month anniversary of the Effective Time (the “Initial Release Date”), a portion of the Escrow Amount equal to Two Million and 00/100 Dollars ($2,000,000.00), minus (x) the amount of any Losses previously offset against the Escrow Amount pursuant to Section 10.11(a), minus (y) the amount of any costs and expenses previously paid out of the Escrow Account in accordance with this Agreement, and minus (z) the amount of any indemnity claims asserted by the NAVR Indemnified Parties in good faith pursuant to Section 10.02 prior to the Initial Release Date and which remain in dispute as of the Initial Release Date (any amount described in clause (z) of this sentence, an “Initial Unresolved Amount”), shall be released from the Escrow Fund as follows: Account and paid over to the SFC Equityholders by confirmed wire transfer of immediately available funds, with the costs of such disbursement paid from the Escrow Account to the extent such costs are not included in the fees and expenses previously paid by Parent, Merger Sub and the SFC Equityholders pursuant to Section 2.06(d). In the event it is finally determined, in accordance with Article X, that any Initial Unresolved Amount withheld from release pursuant to the preceding sentence is not subject to indemnification by the SFC Equityholders under Section 10.02, such amount shall be released from the Escrow Account and paid over to the SFC Equityholders, by confirmed wire transfer of immediately available funds, within three (i3) On business days following such determination. All remaining portions of the Escrow Amount (except for the amount of any indemnity claims asserted by the NAVR Indemnified Parties in good faith pursuant to Section 10.02 prior to the Final Release Date and which remain in dispute (a “Continuing Unresolved Amount”)) and any interest accrued thereon shall be released from the Escrow Account and paid over to the SFC Equityholders, by confirmed wire transfer of immediately available funds, on the date that is eighteen (18) month anniversary of months following the Closing Date (the “First Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Fund equal to Fifteen Million Dollars ($15,000,000) less the sum of (x) any portion of the Escrow Fund previously distributed to Buyer on or prior to the First Distribution Date, (y) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the First Distribution Date but which remains pending as of the First Distribution Date (to the extent such amount is reasonably estimable) and (z) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the First Distribution Date, there are Asbestos Claims (other than any Asbestos Claims described on Exhibit I) that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then in that event only $7,500,000 as adjusted pursuant to subsections (x), (y) and (z) shall be distributed from the Escrow Fund by Escrow Agent to Seller on the First Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller an additional amount from the Escrow Fund equal to Seven Million Five Hundred Thousand Dollars ($7,500,000). (ii) On the fifth (5th) anniversary of the Closing Date (the “Second Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Funds equal to (i) Five Million Dollars ($5,000,000) or (ii) if less than Five Million Dollars ($5,000,000) is then remaining in the Escrow Fund, all remaining amounts from the Escrow Fund, if on the Second Distribution Date Asbestos Losses paid as of the Second Distribution Date are equal to or less than One Million Dollars ($1,000,000) less (x) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the Second Distribution Date but which remains pending as of the Second Distribution Date (to the extent such amount is reasonably estimable) and (y) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the Second Distribution Date, (i) Asbestos Losses (other than any Asbestos Claims described on Exhibit I) paid as of the Second Distribution Date are greater than One Million Dollars ($1,000,000) or (ii) there are Asbestos Claims that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then no distributions from the Escrow Fund shall be made by Escrow Agent to Seller on the Second Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller that portion of the Escrow Fund retained with respect to the Asbestos Claims. (iii) On the tenth (10th) anniversary of the Closing Date Effective Time (the “Final Distribution Release Date”). Any Continuing Unresolved Amount withheld from release after the Final Release Date and finally determined not to be subject to indemnification by the SFC Equityholders in accordance with this Agreement, Escrow Agent shall distribute to Seller all remaining amounts from the Escrow Fund less any amounts reasonably necessary to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i) prior be released to the Final Distribution Date, but which remain pending as SFC Equityholders by confirmed wire transfer of the Final Distribution Dateimmediately available funds within three (3) business days following such determination. (c) In Any amounts released from the event Escrow Account for benefit of the SFC Equityholders shall be paid to the accounts and in proportion their respective Percentage Interests set forth on Section 2.06(c) of the Company Disclosure Schedule (as defined below). For purposes of this Agreement, the “Percentage Interest” of a disagreement between SFC Equityholder means a fraction (rounded to the Parties on the reasonable estimate of any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(inearest ten thousandth), (ii), i) the numerator of which is (ivA) or (v), or with respect to the Asbestos Claims described in Exhibit I, aggregate number of Shares of Company Common Stock and Series A Preferred Stock held by such SFC Equityholder immediately prior to the First Distribution Date or Effective Time, plus (B) the Second Distribution Date but number of shares of Company Common Stock subject to outstanding Options held by such SFC Equityholder immediately prior the Effective Time; and (ii) the denominator of which remains pending as is the Fully Diluted Common Stock Number. (d) Parent and/or Merger Sub, on one hand, and the SFC Equityholders (paid from the Escrow Account), on the other hand, shall each pay fifty percent (50%) of the First Distribution Date or the Second Distribution Datefees, as the case may be, the Parties will select a third party expert expenses and costs associated with no material relationship with any Party by lot to determine the reasonable estimated amount of such pending claim within thirty (30) days following the Parties’ submission of the claim to such expert. The decision of the third party expert shall be final establishing and binding upon the Parties and the estimated amount determined by the third party expert shall remain in maintaining the Escrow Fund pending resolution of the indemnification claim Account in accordance with Article X. The this Agreement and the Escrow Agreement, provided that the costs of disbursements shall paid from the Escrow Account (unless such costs of disbursement are included in the fees and expenses of such third party expert retained previously paid by Parent, Merger Sub and the SFC Equityholders pursuant to this Section 10.10(c2.06(d)). (e) shall be equitably allocated by such third party expert based on Parent, Merger Sub and the accuracy of Equityholder Representative agree to promptly provide the Parties’ positions relative Escrow Agent with jointly-executed written instructions to disburse or retain the final determination of Escrow Amount (or a portion thereof, as applicable) from the estimated amount by such third party expertEscrow Account in accordance with this Agreement and the Escrow Agreement.

Escrow Amount. Notwithstanding anything to the contrary contained herein, Buyer shall withhold from the Closing Date Payment an amount equal to 7.5% of the Closing Date Payment (athe “Escrow Amount) for the purpose of providing funds to satisfy the indemnification obligations of the Operating Companies in Section 9.2 hereof. On the Closing Date, SellerBuyer shall cause the Escrow Amount to be delivered to LaSalle Bank, Buyer National Association, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement by and among Buyer, the Operating Companies and the Escrow Agent shall enter into an (the “Escrow Agreement providing for Agreement”) substantially in the formation form annexed hereto as Exhibit H and as such agreement may be amended from time to time by the parties thereto in accordance with the terms therein. Such Escrow Amount, together with any interest or earnings thereon, will serve as the sole source of an escrow fund. In order funds to secure Seller’s indemnity obligations satisfy any amounts owed by any or all of the Operating Companies and ESOP Trust to Buyer under or in connection with this Agreement, including all obligations owed by the Operating Companies pursuant to Section 9.2 hereof, except to the extent otherwise provided in Sections 2.9, 3.1(e), 3.4, 7.24 and 9.2 hereof. The Escrow Amount shall be deposited paid to the Escrow Agent on the Closing Date by wire transfer into an of immediately available funds to the account designated in writing by the Escrow Agent in accordance with Section 2.3 to Agent. The Escrow Amount shall be held in escrow released pursuant to the terms of the Escrow Agreement (the amount held in escrow as reduced from time to time pursuant to this Section 10.10 and this Article X, is hereinafter referred to as the “Escrow Fund”)Agreement. (b) Pursuant to the Escrow Agreement and subject to Section 10.11, the Escrow Amount shall be released from the Escrow Fund as follows: (i) On the eighteen (18) month anniversary of the Closing Date (the “First Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Fund equal to Fifteen Million Dollars ($15,000,000) less the sum of (x) any portion of the Escrow Fund previously distributed to Buyer on or prior to the First Distribution Date, (y) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the First Distribution Date but which remains pending as of the First Distribution Date (to the extent such amount is reasonably estimable) and (z) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the First Distribution Date, there are Asbestos Claims (other than any Asbestos Claims described on Exhibit I) that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then in that event only $7,500,000 as adjusted pursuant to subsections (x), (y) and (z) shall be distributed from the Escrow Fund by Escrow Agent to Seller on the First Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller an additional amount from the Escrow Fund equal to Seven Million Five Hundred Thousand Dollars ($7,500,000). (ii) On the fifth (5th) anniversary of the Closing Date (the “Second Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Funds equal to (i) Five Million Dollars ($5,000,000) or (ii) if less than Five Million Dollars ($5,000,000) is then remaining in the Escrow Fund, all remaining amounts from the Escrow Fund, if on the Second Distribution Date Asbestos Losses paid as of the Second Distribution Date are equal to or less than One Million Dollars ($1,000,000) less (x) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the Second Distribution Date but which remains pending as of the Second Distribution Date (to the extent such amount is reasonably estimable) and (y) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the Second Distribution Date, (i) Asbestos Losses (other than any Asbestos Claims described on Exhibit I) paid as of the Second Distribution Date are greater than One Million Dollars ($1,000,000) or (ii) there are Asbestos Claims that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then no distributions from the Escrow Fund shall be made by Escrow Agent to Seller on the Second Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller that portion of the Escrow Fund retained with respect to the Asbestos Claims. (iii) On the tenth (10th) anniversary of the Closing Date (the “Final Distribution Date”), Escrow Agent shall distribute to Seller all remaining amounts from the Escrow Fund less any amounts reasonably necessary to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i) prior to the Final Distribution Date, but which remain pending as of the Final Distribution Date. (c) In the event of a disagreement between the Parties on the reasonable estimate of any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v), or with respect to the Asbestos Claims described in Exhibit I, prior to the First Distribution Date or the Second Distribution Date but which remains pending as of the First Distribution Date or the Second Distribution Date, as the case may be, the Parties will select a third party expert with no material relationship with any Party by lot to determine the reasonable estimated amount of such pending claim within thirty (30) days following the Parties’ submission of the claim to such expert. The decision of the third party expert shall be final and binding upon the Parties and the estimated amount determined by the third party expert shall remain in the Escrow Fund pending resolution of the indemnification claim in accordance with Article X. The fees and expenses of such third party expert retained pursuant to this Section 10.10(c) shall be equitably allocated by such third party expert based on the accuracy of the Parties’ positions relative to the final determination of the estimated amount by such third party expert.

Escrow Amount. (ai) On the Closing Date, Seller, Buyer Parent shall transfer or cause to transfer a number of shares of Parent Common Stock and Escrow Agent shall enter into an Escrow Agreement providing for the formation of an escrow fund. In order cash equal to secure Seller’s indemnity obligations to Buyer under this Agreement, the Escrow Amount shall be deposited by wire transfer into to the Escrow Agent to hold in trust as an account designated by escrow fund (the “Escrow Fund”) under the terms of this Agreement and the Escrow Agreement. Upon deposit of the Escrow Amount with the Escrow Agent in accordance with the foregoing sentence, Parent shall be deemed to have withheld from each Indemnifying Party its Pro Rata Portion of the Escrow Amount from the amounts that otherwise would be payable and issuable upon the First Effective Time to such Indemnifying Party pursuant to Section 2.3 1.6(b)(i), Section 1.6(c)(i), Section 1.6(d)(i) and Section 1.6(e)(i), and contributed on behalf of such Indemnifying Party its Pro Rata Portion of the Escrow Amount to the Escrow Fund; provided for the avoidance of doubt, (A) with respect to (x) the Participating Individuals and (y) any other Indemnifying Parties that Parent has deemed Unaccredited Investors pursuant to Section 1.6(g), such amounts shall have been deemed withheld solely in cash and deposited into the Escrow Fund solely as cash and (B) with respect to all other Indemnifying Parties, such amounts shall have been deemed withheld in the same proportion that shares of Parent Common Stock (having a per share value equal to the Parent Trading Price as of the First Effective Time) and cash comprise the Total Consideration issuable and payable to such Indemnifying Party pursuant to Section 1.6(b)(i), Section 1.6(c)(i) and Section 1.6(d)(i) and contributed to the Escrow Fund as cash and Escrow Shares, respectively (excluding the Parent Common Stock issued by Parent’s transfer agent into a restricted account pursuant to Section 1.9(a)). If any Earnout Consideration becomes issuable or payable (including payable after giving effect to Section 1.6(g)) pursuant to Section 1.10 prior to the Expiration Date, an amount equal to twelve and one-half percent (12.5%) of such Earnout Consideration that is issuable or payable to Indemnifying Parties pursuant to Section 1.6(b)(i), Section 1.6(c)(i), Section 1.6(d)(i) and Section 1.6(e)(i) shall not be issued or paid to such Indemnifying Parties and shall instead be deposited with the Escrow Agent in the Escrow Fund, which amount shall be held by the Escrow Agent pursuant to the Escrow Agreement. If Parent authorizes its transfer agent to transfer the shares of Parent Common Stock comprising the Retention Based Payment out of the transfer agent’s restricted account pursuant to Section 1.9(c)(ii) prior to the Expiration Date, an amount equal to twelve and one-half percent (12.5%) of the Indemnifying Parties’ aggregate Pro Rata Portions of the Retention Based Payment shall not be transferred or paid (including paid after giving effect to Section 1.6(g)) to the Indemnifying Parties and shall instead be deposited with the Escrow Agent in escrow the Escrow Fund, which amount shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement (the amount held in escrow as reduced from time to time pursuant to this Section 10.10 and this Article X, is hereinafter referred to as the “Escrow Fund”). (b) Pursuant to the Escrow Agreement and subject to Section 10.11, the Escrow Amount shall be released from the Escrow Fund as follows: (i) On the eighteen (18) month anniversary of the Closing Date (the “First Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Fund equal to Fifteen Million Dollars ($15,000,000) less the sum of (x) any portion of the Escrow Fund previously distributed to Buyer on or prior to the First Distribution Date, (y) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the First Distribution Date but which remains pending as of the First Distribution Date (to the extent such amount is reasonably estimable) and (z) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the First Distribution Date, there are Asbestos Claims (other than any Asbestos Claims described on Exhibit I) that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then in that event only $7,500,000 as adjusted pursuant to subsections (x), (y) and (z) shall be distributed from the Escrow Fund by Escrow Agent to Seller on the First Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller an additional amount from the Escrow Fund equal to Seven Million Five Hundred Thousand Dollars ($7,500,000)Agreement. (ii) On the fifth (5th) anniversary of the Closing Date (the “Second Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Funds equal to (i) Five Million Dollars ($5,000,000) or (ii) if less than Five Million Dollars ($5,000,000) is then remaining in the Escrow Fund, all remaining amounts from the Escrow Fund, if on the Second Distribution Date Asbestos Losses paid as of the Second Distribution Date are equal to or less than One Million Dollars ($1,000,000) less (x) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the Second Distribution Date but which remains pending as of the Second Distribution Date (Until and to the extent such amount there is reasonably estimable) and (y) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the Second Distribution Date, (i) Asbestos Losses (other than any Asbestos Claims described on Exhibit I) paid as a forfeiture of the Second Distribution Date are greater than One Million Dollars ($1,000,000) or (ii) there are Asbestos Claims that all Escrow Shares in connection with any indemnifiable Losses in accordance with the terms of this Agreement, the Company’s insurers are unwilling or unable Escrow Shares shall be issued and outstanding stock of Parent. The Indemnifying Parties deemed to fully insure or indemnify (as opposed have contributed Escrow Shares to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then no distributions from the Escrow Fund shall be made by Escrow Agent entitled to Seller on exercise the Second Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% voting rights of the damages associated with such Asbestos Claims shares of Parent Common Stock transferred to the Escrow Fund and the Buyer Indemnitees have reasonable assurance that the Company’s insurers to receive dividends (either jointly or severallyif declared) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claimsshares (other than non-taxable stock dividends, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent which shall distribute to Seller that portion be included as part of the Escrow Fund retained with respect to the Asbestos ClaimsFund). (iii) On The parties agree that, consistent with Proposed Treasury Regulation Section 1.468B-8 (as applicable), for Tax reporting purposes, all interest or other income earned from the tenth (10th) anniversary investment of the Closing Date cash portion of the Escrow Amount in any Taxable year shall be reported as allocated to Parent until the distribution of the Escrow Amount (or portions thereof) is determined, and the “Final Distribution Date”), Escrow Agent shall distribute to Seller all remaining amounts from the Escrow Fund less any amounts reasonably necessary to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(iwill annually file information returns (including Internal Revenue Service Form 1099) prior to the Final Distribution Date, but which remain pending as of the Final Distribution Dateconsistent with such treatment. (c) In the event of a disagreement between the Parties on the reasonable estimate of any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v), or with respect to the Asbestos Claims described in Exhibit I, prior to the First Distribution Date or the Second Distribution Date but which remains pending as of the First Distribution Date or the Second Distribution Date, as the case may be, the Parties will select a third party expert with no material relationship with any Party by lot to determine the reasonable estimated amount of such pending claim within thirty (30) days following the Parties’ submission of the claim to such expert. The decision of the third party expert shall be final and binding upon the Parties and the estimated amount determined by the third party expert shall remain in the Escrow Fund pending resolution of the indemnification claim in accordance with Article X. The fees and expenses of such third party expert retained pursuant to this Section 10.10(c) shall be equitably allocated by such third party expert based on the accuracy of the Parties’ positions relative to the final determination of the estimated amount by such third party expert.

Escrow Amount. At the Closing, the Purchaser withholds from the Cash Consideration (i) an amount equal to EUR 20,987,758.81 (the “General Escrow Amount”), which includes, as part of that amount, an amount equal to EUR 1,816,200.51 (the “Tax Specific Indemnity Escrow Amount”) which shall specifically cover Damages arising from the Tax Specific Indemnity Events (as this term is defined in Clause 5.1.2; and (ii) an amount equal to Eur 3,632,401.02 (the “Environmental Escrow Amount”) (hereinafter, the General Escrow Amount and the Environmental Escrow Amount, amounting together to 24,620,159.83, shall be collectively referred to as the “Escrow Amount”) and deposits the Escrow Amount with the Escrow Agent. (a) On the Closing 12th month anniversary of the Signing Date (the “12-Month Escrow Release Date”), Selleran aggregate amount equal to 50% of the General Escrow Amount minus any claims for indemnification against the Vendors pursuant to Clauses 4, Buyer 5 and Escrow Agent shall enter into an Escrow Agreement providing for 7 (including any amounts that are the formation subject of an escrow fund. In order to secure Seller’s indemnity obligations to Buyer under this Agreementany pending or disputed indemnification claim), minus the Aggregate Excess will be released from the Escrow Amount shall be deposited by wire transfer into an account designated by Escrow Agent Account to the Vendors, as applicable, in accordance with Section 2.3 their Pro Rata Portions and the terms of the Escrow Agreement. (b) On the 18th month anniversary of the Signing Date (the “18-Month Escrow Release Date”), an aggregate amount equal to the then remainder of the General Escrow Amount, minus any claims for indemnification against the Vendors pursuant to Clauses 4, 5 and 7 (including any amounts that are the subject of any pending or disputed indemnification claim), minus the Tax Specific Indemnity Escrow Amount, which shall be held kept in escrow only to the effects of covering any of the Tax Specific Indemnity Events, will be released from the Escrow Account to the Vendors, as applicable, in accordance with their Pro Rata Portions and the terms of the Escrow Agreement. (c) On the 48th month anniversary of the Signing Date (or, if earlier, on the date which is 15 days after the notification of the final amount challenged derived from Gxxxx Group´s tax audit which started with notifications of 19 th and 20th February 2015 –reference ****) (the “Final General Escrow Release Date”), an aggregate amount equal to the then remainder of the General Escrow Amount (which, for the avoidance of doubt, shall include only the remainder of the Tax Specific Indemnity Escrow Amount) subject to release upon such 18-Month Escrow Release Date or Final General Escrow Release Date, as applicablewill be released from the Escrow Account to the Vendors, as applicable, in accordance with their Pro Rata Portions and the terms of the Escrow Agreement. (d) On the 24th month anniversary of the beginning of the Remediation Work (as this term is defined in Clause 5.1.6 below) (the “Environmental Escrow Release Date”) an aggregate amount equal to the then remainder of Environmental Escrow Amount, minus any claims for indemnification against the Vendors pursuant to Clause 5.1.6 (including any amounts that are the subject of any pending or disputed indemnification claim) will be released from the Escrow Account to the Vendors, as applicable, in accordance with their Pro Rata Portions and the terms of the Escrow Agreement (the amount held in escrow as reduced from time to time pursuant to this Section 10.10 and this Article X, is hereinafter referred to as the “Escrow Fund”). (b) Pursuant to the Escrow Agreement and subject to Section 10.11, the Escrow Amount shall be released from the Escrow Fund as follows: (i) On the eighteen (18) month anniversary of the Closing Date (the “First Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Fund equal to Fifteen Million Dollars ($15,000,000) less the sum of (x) any portion of the Escrow Fund previously distributed to Buyer on or prior to the First Distribution Date, (y) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the First Distribution Date but which remains pending as of the First Distribution Date (to the extent such amount is reasonably estimable) and (z) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the First Distribution Date, there are Asbestos Claims (other than any Asbestos Claims described on Exhibit I) that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim Once payment has been made in the manner indicated above, the Vendors shall grant to the insurers, then in that event only $7,500,000 as adjusted pursuant to subsections (x), (y) and (z) shall be distributed from Purchaser a payment receipt for the Escrow Fund by Escrow Agent to Seller on the First Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% amounts respectively received at each of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller an additional amount from the Escrow Fund equal to Seven Million Five Hundred Thousand Dollars ($7,500,000)indicated releases dates. (ii) On the fifth (5th) anniversary of the Closing Date (the “Second Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Funds equal to (i) Five Million Dollars ($5,000,000) or (ii) if less than Five Million Dollars ($5,000,000) is then remaining in the Escrow Fund, all remaining amounts from the Escrow Fund, if on the Second Distribution Date Asbestos Losses paid as of the Second Distribution Date are equal to or less than One Million Dollars ($1,000,000) less (x) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the Second Distribution Date but which remains pending as of the Second Distribution Date (to the extent such amount is reasonably estimable) and (y) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the Second Distribution Date, (i) Asbestos Losses (other than any Asbestos Claims described on Exhibit I) paid as of the Second Distribution Date are greater than One Million Dollars ($1,000,000) or (ii) there are Asbestos Claims that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then no distributions from the Escrow Fund shall be made by Escrow Agent to Seller on the Second Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller that portion of the Escrow Fund retained with respect to the Asbestos Claims. (iii) On the tenth (10th) anniversary of the Closing Date (the “Final Distribution Date”), Escrow Agent shall distribute to Seller all remaining amounts from the Escrow Fund less any amounts reasonably necessary to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i) prior to the Final Distribution Date, but which remain pending as of the Final Distribution Date. (c) In the event of a disagreement between the Parties on the reasonable estimate of any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v), or with respect to the Asbestos Claims described in Exhibit I, prior to the First Distribution Date or the Second Distribution Date but which remains pending as of the First Distribution Date or the Second Distribution Date, as the case may be, the Parties will select a third party expert with no material relationship with any Party by lot to determine the reasonable estimated amount of such pending claim within thirty (30) days following the Parties’ submission of the claim to such expert. The decision of the third party expert shall be final and binding upon the Parties and the estimated amount determined by the third party expert shall remain in the Escrow Fund pending resolution of the indemnification claim in accordance with Article X. The fees and expenses of such third party expert retained pursuant to this Section 10.10(c) shall be equitably allocated by such third party expert based on the accuracy of the Parties’ positions relative to the final determination of the estimated amount by such third party expert.

Escrow Amount. The Escrow Amount shall be available to compensate the Buyer for any Working Capital deficiency and to compensate the Buyer Indemnified Parties for any Losses as to which the Shareholders have an indemnification obligation under this Article 9. To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is six (a6) On months after the Closing Date, Seller, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to the Shareholders’ Representative from the Escrow Amount one third (1/3) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is twelve (12) months after the Closing Date, the Buyer and the Shareholders’ Representative shall enter into deliver joint written instructions to the Escrow Agent to disburse from the Escrow Amount to the Shareholders’ Representative one half (1/2) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse the remaining balance of the Escrow Amount to the Shareholders’ Representative, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below); provided, that an amount sufficient to resolve any pending Buyer claims shall be retained in the Escrow Agreement providing for Amount, and, upon final disposition of all such claims, the formation Buyer and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent to disburse (i) to the Buyer, the amount of an escrow fundany allowed claims, and (ii) to the Shareholders’ Representative, the balance of the Escrow Amount. In order Each disbursement from the Escrow Amount to secure Seller’s indemnity obligations to Buyer under this Agreement, the Shareholders’ Representative shall include all interest accrued on the entire balance of the Escrow Amount through the close of business on the second business day preceding the date of such disbursement. All income on the Escrow Amount shall be deposited treated as earned by wire transfer into an account designated by Escrow Agent in accordance with Section 2.3 to be held in escrow pursuant to the terms of the Escrow Agreement (the amount held in escrow as reduced from time to time pursuant to this Section 10.10 Shareholders and this Article X, is hereinafter referred to as the “Escrow Fund”). (b) Pursuant to the Escrow Agreement and subject to Section 10.11, the Escrow Amount shall be released from the Escrow Fund as follows: (i) On the eighteen (18) month anniversary of the Closing Date (the “First Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Fund equal to Fifteen Million Dollars ($15,000,000) less the sum of (x) any portion of the Escrow Fund previously distributed to Buyer on or prior to the First Distribution Date, (y) any amounts to satisfy a claim so reported for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the First Distribution Date but which remains pending as of the First Distribution Date (to the extent such amount is reasonably estimable) and (z) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the First Distribution Date, there are Asbestos Claims (other than any Asbestos Claims described on Exhibit I) that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then in that event only $7,500,000 as adjusted pursuant to subsections (x), (y) and (z) shall be distributed from the Escrow Fund by Escrow Agent to Seller on the First Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller an additional amount from the Escrow Fund equal to Seven Million Five Hundred Thousand Dollars ($7,500,000)Tax purposes. (ii) On the fifth (5th) anniversary of the Closing Date (the “Second Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Funds equal to (i) Five Million Dollars ($5,000,000) or (ii) if less than Five Million Dollars ($5,000,000) is then remaining in the Escrow Fund, all remaining amounts from the Escrow Fund, if on the Second Distribution Date Asbestos Losses paid as of the Second Distribution Date are equal to or less than One Million Dollars ($1,000,000) less (x) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the Second Distribution Date but which remains pending as of the Second Distribution Date (to the extent such amount is reasonably estimable) and (y) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the Second Distribution Date, (i) Asbestos Losses (other than any Asbestos Claims described on Exhibit I) paid as of the Second Distribution Date are greater than One Million Dollars ($1,000,000) or (ii) there are Asbestos Claims that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then no distributions from the Escrow Fund shall be made by Escrow Agent to Seller on the Second Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller that portion of the Escrow Fund retained with respect to the Asbestos Claims. (iii) On the tenth (10th) anniversary of the Closing Date (the “Final Distribution Date”), Escrow Agent shall distribute to Seller all remaining amounts from the Escrow Fund less any amounts reasonably necessary to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i) prior to the Final Distribution Date, but which remain pending as of the Final Distribution Date. (c) In the event of a disagreement between the Parties on the reasonable estimate of any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v), or with respect to the Asbestos Claims described in Exhibit I, prior to the First Distribution Date or the Second Distribution Date but which remains pending as of the First Distribution Date or the Second Distribution Date, as the case may be, the Parties will select a third party expert with no material relationship with any Party by lot to determine the reasonable estimated amount of such pending claim within thirty (30) days following the Parties’ submission of the claim to such expert. The decision of the third party expert shall be final and binding upon the Parties and the estimated amount determined by the third party expert shall remain in the Escrow Fund pending resolution of the indemnification claim in accordance with Article X. The fees and expenses of such third party expert retained pursuant to this Section 10.10(c) shall be equitably allocated by such third party expert based on the accuracy of the Parties’ positions relative to the final determination of the estimated amount by such third party expert.