Common use of Escrow and Accounts Clause in Contracts

Escrow and Accounts. (a) All funds received by the Escrow Agent pursuant to the terms of the Agreement shall be held and disbursed in accordance with the terms of this Escrow Agreement. Such funds and any earnings thereon shall constitute the "Escrow" and shall (b) The Escrow Agent shall allocate the Escrow among the following separate accounts (each an "Account" and collectively the "Accounts"): Subsection VI(b) Account (1) Account Subsection IX(c) (2) Account Subsection IX(e) Account Disputed Payments Account State-Specific Accounts with respect to each Settling State in which State-Specific Finality occurs. (c) All amounts credited to an Account shall be retained in such Account until disbursed therefrom in accordance with the provisions of this Escrow Agreement pursuant to (i) written instructions from the Independent Auditor; or (ii) written instructions from all of the following: all of the Original Participating Manufacturers; all of the Subsequent Participating Manufacturers that contributed to such amounts in such Account; and all of the Settling States (collectively, the "Escrow Parties"). In the event of a conflict, instructions pursuant to clause (ii) shall govern over instructions pursuant to clause (i). (d) On the first Business Day after the date any payment is due under the Agreement, the Escrow Agent shall deliver to each other Notice Party a written statement showing the amount of such payment (or indicating that no payment was made, if such is the case), the source of such payment, the Account or Accounts to which such payment has been credited, and the payment instructions received by the Escrow Agent from the Independent Auditor with respect to such payment. (e) The Escrow Agent shall comply with all payment instructions received from the Independent Auditor unless before 11:00 a.m. (New York City time) on the scheduled date of payment it receives written instructions to the contrary from all of the Escrow Parties, in which event it shall comply with such instructions. (f) On the first Business Day after disbursing any funds from an Account, the Escrow Agent shall deliver to each other Notice Party a written statement showing the amount disbursed, the date of such disbursement and the payee of the disbursed funds.

Escrow and Accounts. (a) All funds received by the Escrow Agent pursuant to the terms of the Agreement shall be held and disbursed in accordance with the terms of this Escrow Agreement. Such funds and any earnings thereon shall constitute the "Escrow" and shallshall be held by the Escrow Agent separate and apart from all other funds and accounts of the Escrow Agent, the Settling States and the Participating Manufacturers. (b) The Escrow Agent shall allocate the Escrow among the following separate accounts (each an "Account" and collectively the "Accounts"): Subsection VI(b) Account): (1) Account Subsection IX(c) (2) Account Subsection IX(e) Account Disputed Payments Account State-Specific Accounts with respect to each Settling State in which State-Specific Finality occurs. (c) All amounts credited to an Account shall be retained in such Account until disbursed therefrom in accordance with the provisions of this Escrow Agreement pursuant to (i) written instructions from the Independent Auditor; or (ii) written instructions from all of the following: all of the Original Participating Manufacturers; all of the Subsequent Participating Manufacturers that contributed to such amounts in such Account; and all of the Settling States (collectively, the "Escrow Parties"). In the event of a conflict, instructions pursuant to clause (ii) shall govern over instructions pursuant to clause (i). (d) On the first Business Day after the date any payment is due under the Agreement, the Escrow Agent shall deliver to each other Notice Party a written statement showing the amount of such payment (or indicating that no payment was made, if such is the case), the source of such payment, the Account or Accounts to which such payment has been credited, and the payment instructions received by the Escrow Agent from the Independent Auditor with respect to such payment. (e) The Escrow Agent shall comply with all payment instructions received from the Independent Auditor unless before 11:00 a.m. (New York City time) on the scheduled date of payment it receives written instructions to the contrary from all of the Escrow Parties, in which event it shall comply with such instructions. (f) On the first Business Day after disbursing any funds from an Account, the Escrow Agent shall deliver to each other Notice Party a written statement showing the amount disbursed, the date of such disbursement and the payee of the disbursed funds.

Escrow and Accounts. (a) All funds received by the Escrow Agent pursuant to the terms of the Agreement shall be held and disbursed in accordance with the terms of this Escrow Agreement. Such funds and any earnings thereon shall constitute the "“Escrow" ” and shallshall be held by the Escrow Agent separate and apart from all other funds and accounts of the Escrow Agent, the Settling States and the Participating Manufacturers. (b) The Escrow Agent shall allocate the Escrow among the following separate accounts (each an "“Account" ” and collectively the "“Accounts"”): Subsection VI(b) Account Account Subsection VI(c) Account (1First) Subsection VI(c) Account (Subsequent) Subsection VIII(b) Account Subsection IX(c) VIII(c) Account Subsection IX(b) Account (2First) Subsection IX(b) Account (Subsequent) Subsection IX(c)(1) Account Subsection IX(c)(2) Account Subsection IX(e) Account Disputed Payments Account State-Specific Accounts with respect to each Settling State in which State-Specific Finality occurs. (c) All amounts credited to an Account shall be retained in such Account until disbursed therefrom in accordance with the provisions of this Escrow Agreement pursuant to (i) written instructions from the Independent Auditor; or (ii) written instructions from all of the following: all of the Original Participating Manufacturers; all of the Subsequent Participating Manufacturers that contributed to such amounts in such Account; and all of the Settling States (collectively, the "“Escrow Parties"”). In the event of a conflict, instructions pursuant to clause (ii) shall govern over instructions pursuant to clause (i). (d) On the first Business Day after the date any payment is due under the Agreement, the Escrow Agent shall deliver to each other Notice Party a written statement showing the amount of such payment (or indicating that no payment was made, if such is the case), the source of such payment, the Account or Accounts to which such payment has been credited, and the payment instructions received by the Escrow Agent from the Independent Auditor with respect to such payment. (e) The Escrow Agent shall comply with all payment instructions received from the Independent Auditor unless before 11:00 a.m. (New York City time) on the scheduled date of payment it receives written instructions to the contrary from all of the Escrow Parties, in which event it shall comply with such instructions. (f) On the first Business Day after disbursing any funds from an Account, the Escrow Agent shall deliver to each other Notice Party a written statement showing the amount disbursed, the date of such disbursement and the payee of the disbursed funds.

Escrow and Accounts. (a) All funds received by the Escrow Agent pursuant to the terms of the Agreement shall be held and disbursed in accordance with the terms of this Escrow Agreement. Such funds and any earnings thereon shall constitute the "Escrow" ‘‘E scrow’’ and shallshall be held by the Escrow Agent separate and apart from all other funds and accounts of the Escrow Agent, the Settling States and the Participating Manufacturers. (b) The Escrow Agent shall allocate the Escrow among the following separate accounts (each an "Account" ‘‘Account ’’ and collectively the "Accounts"‘‘Account s’’): Subsection VI(b) Account Account Subsection VI(c) Account (1FIRST) Subsection VI(c) Account (SUBSEQUENT) Subsection VIII(b) Account Subsection IX(c) VIII(c) Account Subsection IX(b) Account (2FIRST) Subsection IX(b) Account (SUBSEQUENT) Subsection IX(c)(1) Account Subsection IX(c)(2) Account Subsection IX(e) Account Disputed Payments Account State-Specific Accounts Account s with respect to each Settling State in which State-Specific Finality occursOccurs. (c) All amounts credited to an Account shall be retained re- tained in such Account until disbursed therefrom in accordance with the provisions of this Escrow Agreement pursuant to (i) written instructions from the Independent Auditor; or (ii) written instructions from all of the following: all of the Original Participating Manufacturers; all of the Subsequent Participating Manufacturers that contributed to such amounts in such Account; and all of the Settling States (collectively, the "Escrow Parties"‘‘E scrow Parties ’’). In the event of a conflict, instructions pursuant to clause (ii) shall govern over instructions pursuant to clause (i). (d) On the first Business Day after the date any payment is due under the Agreement, the Escrow Agent shall deliver to each other Notice Party a written statement state- ment showing the amount of such payment (or indicating that no payment was made, if such is the case), the source of such payment, the Account or Accounts Account s to which such payment has been credited, and the payment instructions in- structions received by the Escrow Agent from the Independent Inde- pendent Auditor with respect to such payment. (e) The Escrow Agent shall comply with all payment instructions received from the Independent Auditor unless un- less before 11:00 a.m. (New York Yor k City time) on the scheduled date of payment it receives written instructions to the contrary from all of the Escrow Parties, in which event it shall comply with such instructions. (f) On the first Business Day after disbursing any funds from an Account, the Escrow Agent shall deliver to each other Notice Party a written statement showing the amount disbursed, the date of such disbursement and the payee of the disbursed funds.

Escrow and Accounts. (a) All funds received by the Escrow Agent pursuant to the terms of the Agreement shall be held and disbursed in accordance with the terms of this Escrow Agreement. Such funds and any earnings thereon shall constitute the "“Escrow" ” and shallshall be held by the Escrow Agent separate and apart from all other funds and accounts of the Escrow Agent, the Settling States and the Participating Manufacturers. (b) The Escrow Agent shall allocate the Escrow among the following separate accounts (each an "“Account" ” and collectively the "“Accounts"”): Subsection VI(b) Account Account Subsection VI(c) Account (1First) Subsection VI(c) Account (Subsequent) Subsection VIII(b) Account Subsection IX(c) VIII(c) Account Subsection IX(b) Account (2First) Subsection IX(b) Account (Subsequent) Subsection IX(c)(1) Account Subsection IX(c)(2) Account Subsection IX(e) Account Disputed Payments Account State-Specific Accounts with respect to each Settling State in which State-State- Specific Finality occurs. (c) All amounts credited to an Account shall be retained in such Account until disbursed therefrom in accordance with the provisions of this Escrow Agreement pursuant to (i) written instructions from the Independent Auditor; or (ii) written instructions from all of the following: all of the Original Participating Manufacturers; all of the Subsequent Participating Manufacturers that contributed to such amounts in such Account; and all of the Settling States (collectively, the "“Escrow Parties"”). In the event of a conflict, instructions pursuant to clause (ii) shall govern over instructions pursuant to clause (i). (d) On the first Business Day after the date any payment is due under the Agreement, the Escrow Agent shall deliver to each other Notice Party a written statement showing the amount of such payment (or indicating that no payment was made, if such is the case), the source of such payment, the Account or Accounts to which such payment has been credited, and the payment instructions received by the Escrow Agent from the Independent Auditor with respect to such payment. (e) The Escrow Agent shall comply with all payment instructions received from the Independent Auditor unless before 11:00 a.m. (New York City time) on the scheduled date of payment it receives written instructions to the contrary from all of the Escrow Parties, in which event it shall comply with such instructions. (f) On the first Business Day after disbursing any funds from an Account, the Escrow Agent shall deliver to each other Notice Party a written statement showing the amount disbursed, the date of such disbursement and the payee of the disbursed funds.