Common use of Escrow Consideration Clause in Contracts

Escrow Consideration. Pursuant to the Escrow Agreement, at the Effective Time, Buyer shall deposit with the Escrow Agent the Escrow Consideration and the Post-Closing Representative Expense Amount in cash, to be held and distributed pursuant to the terms of the Escrow Agreement. By (i) voting in favor of the Merger, (ii) executing and delivering to Buyer a Supporting Stockholder Option Agreement, (iii) executing and delivering an Option Termination Agreement to the Company, (iv) exchanging shares of Company Capital Stock for any payment pursuant to this Article II, (v) executing and delivering a Bonus Recipient Agreement or (vi) accepting any payment under an Option Termination Agreement or Bonus Recipient Agreement, each Company Securityholder irrevocably approves the deposit of the Escrow Consideration and the Post-Closing Representative Expense Amount with the Escrow Agent, the terms of the Escrow Agreement, the terms of this Section 2.8, the appointment of the Representative (and any successor to the Representative as contemplated by this Agreement) and the terms of Section 2.9. The amounts available from time to time in the escrow account from which Claims may be paid shall be the “Escrow Amount”, which as of the Effective Time shall be equal to the Escrow Consideration and, for purposes of clarification, shall not include any interest on such amount, or the Post-Closing Representative Expense Amount or any interest thereon. The Post-Closing Representative Expense Amount shall be available to the Representative to cover Representative Expenses pursuant to Section 2.8(d). The Escrow Amount and the Post-Closing Representative Expense Amount (and any interest accrued thereon) shall, during the term of the Escrow Agreement, be the property of Buyer, it being understood for purposes of clarification that any interest on the Escrow Amount shall be held by the Escrow Agent, subject to the provisions of Section 2.8(g), on behalf of and for the account of the Company Securityholders. Subject to Section 2.5, 2.6, 2.8(h) and 2.8(i), each Company Securityholder shall be entitled to receive, on the later of (i) one year anniversary of the Closing Date and (ii) the date on which there are no Unresolved Claims pending (the later of such dates, the “Release Date”), its, his or her Escrow Pro-Rata Share of any remaining Escrow Amount and the Post-Closing Representative Expense Amount (and any interest accrued thereon and remaining pursuant to the Escrow Agreement), subject to any reimbursement claims made by a Buyer Indemnitee for any Buyer Losses for which such Buyer Indemnitee is determined to be entitled to be indemnified pursuant to Article IX. Any interest accruing on the amounts held pursuant to the Escrow Agreement shall, subject to Sections 2.5, 2.6, 2.8(d) and 2.8(i), be paid to the Company Securityholders as provided for in Sections 2.8(e) or 2.8(g). The Company, Buyer and Merger Sub each hereby agree to treat the Escrow Consideration as proceeds from an installment sale within the meaning of Section 453 of the Code, and unless the Company or Buyer subsequently concludes that such treatment is inconsistent with Applicable Law as it exists from time to time, the Company, Buyer or Merger Sub shall not take any actions inconsistent with this treatment.

Escrow Consideration. Pursuant Section 2.7.1.1 At the Closing, to provide funds for the Escrow satisfaction of any claims for indemnification made by Buyer pursuant to Article 10 of this Agreement, at the Effective Time, Buyer shall deposit deliver ten percent (10%) of the aggregate Transaction Consideration to which each Shareholder (each, an “Escrow Participant” and collectively, the “Escrow Participants”) is entitled pursuant to this Article 2, which shall consist of ten percent (10%) of the aggregate Cash Consideration to which each Shareholder is entitled pursuant to this Article 2 (collectively, the “Escrow Cash”) and ten percent (10%) of the aggregate Stock Consideration to which each Shareholder is entitled pursuant to this Article 2 (collectively, the “Escrow Shares” and, together with the Escrow Agent Cash, the “Escrow Consideration and Consideration”) to an escrow account (the Post-Closing Representative Expense Amount in cash“Escrow Account”) to be established by Buyer with U.S. Bank Trust National Association (the “Escrow Agent”), to be held and distributed by the Escrow Agent pursuant to the terms of an escrow agreement, substantially in the form attached hereto as Exhibit G (the “Escrow Agreement”). Section 2.7.1.2 The certificates representing the Escrow Agreement. By (i) voting Shares shall be issued in favor the names of the Merger, (ii) executing respective Escrow Participants at the Effective Time and delivering to Buyer a Supporting Stockholder Option Agreement, (iii) executing such certificates and delivering an Option Termination Agreement to the Company, (iv) exchanging shares of Company Capital Stock for any payment Escrow Cash shall be retained in the Escrow Account until released pursuant to this Article IISection 2.7.2 below. The Escrow Shares and the Escrow Cash shall be separately accounted for by the Escrow Agent and shall be segregated into separate accounts within the Escrow Account. During the period in which the Escrow Shares are retained in the Escrow Account, (v) executing and delivering a Bonus Recipient Agreement or (vi) accepting any payment under an Option Termination Agreement or Bonus Recipient Agreement, each Company Securityholder irrevocably approves they will be held for the deposit benefit of the registered holders of the Escrow Consideration Shares, and the Post-Closing Representative Expense Amount with such registered holders shall be entitled to vote the Escrow AgentShares and to receive the economic benefit of any dividends paid with respect to the Escrow Shares until it has been determined conclusively that Buyer is entitled to retain the Escrow Shares in respect of indemnification claims pursuant to Section 10.2.2 hereof (it being understood that any cash dividends paid on such shares, and any taxable non-cash dividends paid on such shares, shall be distributed currently to the terms applicable Escrow Participant and any tax-free non-cash dividends paid on such shares shall continue to be held in the Escrow Account for the benefit of the Escrow AgreementParticipants). From and after the Closing Date, unless and until it is determined that Buyer is entitled to retain the Escrow Shares in respect of indemnification claims, the terms Escrow Shares shall appear as issued and outstanding on the balance sheet of this Section 2.8Buyer. During the period in which the Escrow Cash is retained in the Escrow Account, the appointment Escrow Cash shall be held for the benefit of the Representative (applicable Escrow Participants, and any successor to such Escrow Participants shall be the Representative owners of the Escrow Cash for Tax purposes. All interest or other income earned from the investment of Escrow Cash shall be retained in the Escrow Account as contemplated by this Agreement) and additional Escrow Cash; provided, however, that at the terms request of Section 2.9. The amounts available the applicable Escrow Participants, the Escrow Agent shall from time to time in the escrow account from which Claims may be paid shall be the “Escrow Amount”, which as distribute a portion of the Effective Time shall be equal interest or other income earned from the investment of Escrow Cash in an amount sufficient to enable the applicable Escrow Consideration and, for purposes of clarification, shall not include any Participants to discharge the Tax liability attributable to such interest on such amount, or the Post-Closing Representative Expense Amount or any interest thereon. The Post-Closing Representative Expense Amount shall be available to the Representative to cover Representative Expenses pursuant to Section 2.8(d). The Escrow Amount and the Post-Closing Representative Expense Amount (and any interest accrued thereon) shall, during the term of the Escrow Agreement, be the property of Buyer, it being understood for purposes of clarification that any interest on the Escrow Amount shall be held by the Escrow Agent, subject to the provisions of Section 2.8(g), on behalf of and for the account of the Company Securityholders. Subject to Section 2.5, 2.6, 2.8(h) and 2.8(i), each Company Securityholder shall be entitled to receive, on the later of (i) one year anniversary of the Closing Date and (ii) the date on which there are no Unresolved Claims pending (the later of such dates, the “Release Date”), its, his or her Escrow Pro-Rata Share of any remaining Escrow Amount and the Post-Closing Representative Expense Amount (and any interest accrued thereon and remaining pursuant to the Escrow Agreement), subject to any reimbursement claims made by a Buyer Indemnitee for any Buyer Losses for which such Buyer Indemnitee is determined to be entitled to be indemnified pursuant to Article IX. Any interest accruing on the amounts held pursuant to the Escrow Agreement shall, subject to Sections 2.5, 2.6, 2.8(d) and 2.8(i), be paid to the Company Securityholders as provided for in Sections 2.8(e) or 2.8(g). The Company, Buyer and Merger Sub each hereby agree to treat the Escrow Consideration as proceeds from an installment sale within the meaning of Section 453 of the Code, and unless the Company or Buyer subsequently concludes that such treatment is inconsistent with Applicable Law as it exists from time to time, the Company, Buyer or Merger Sub shall not take any actions inconsistent with this treatmentother income.

Escrow Consideration. Pursuant to (a) On the Escrow AgreementClosing Date, at the Effective Time, Buyer Guaranty shall deposit or cause to be deposited Two Million Dollars ($2,000,000.00) in cash out of the Aggregate Cash Consideration, subject to adjustment pursuant to Section 5.18 (the “Escrow Consideration”), into an escrow account (the “Escrow Account”) with GBT (or such other Person as may be designated by the Escrow Agent mutual agreement of the Escrow Consideration Westbound Representative and the Post-Closing Representative Expense Amount Guaranty), in cashits capacity as escrow agent, to be held in the Escrow Account and distributed pursuant to only in accordance with the terms of the Escrow Agreement. By (i) voting and conditions set forth in favor of the Merger, (ii) executing and delivering to Buyer a Supporting Stockholder Option Agreement, (iii) executing and delivering an Option Termination Agreement to the Company, (iv) exchanging shares of Company Capital Stock for any payment pursuant to this Article II, (v) executing and delivering a Bonus Recipient Agreement or (vi) accepting any payment under an Option Termination Agreement or Bonus Recipient Agreement, each Company Securityholder irrevocably approves the deposit of the Escrow Consideration and the Post-Closing Representative Expense Amount with the Escrow Agent, the terms of the Escrow Agreement, the terms of this Section 2.8, the appointment of the Representative (and any successor to the Representative as contemplated by this Agreement) and the terms of Section 2.9. The amounts available from time to time escrow agreement substantially in the escrow account from which Claims may be paid shall be form attached hereto as Exhibit D (the “Escrow AmountAgreement”, which as ). The Escrow Consideration shall be deducted from the Shareholder Cash Consideration. (b) The amount deducted from each Westbound shareholder’s portion of the Effective Time Shareholder Cash Consideration and deposited in the Escrow Account shall be equal to (i) the quotient of (A) the Escrow Consideration anddivided by (B) the Shareholder Cash Consideration, multiplied by (ii) the value of such shareholder’s portion of the Shareholder Cash Consideration. (c) Westbound and Guaranty agree that for purposes of clarification, shall not include any interest on such amount, or the Post-Closing Representative Expense Amount or any interest thereon. The Post-Closing Representative Expense Amount all Tax purposes: (i) Guaranty shall be available treated as the owner of amounts in the Escrow Account until such funds are distributed to the Representative to cover Representative Expenses pursuant to Section 2.8(d). The Escrow Amount Westbound shareholders and the Post-Closing Representative Expense Amount (and any interest accrued thereon) shall, during the term Escrow Period (as defined in the Escrow Agreement) all interest and earnings earned from the investment and reinvestment of the Escrow AgreementAmounts, be the property of Buyerif any, it being understood for purposes of clarification that or any interest on the Escrow Amount portion thereof, shall be held by the Escrow Agentallocable to Guaranty, subject to the provisions of Section 2.8(g), on behalf of and for the account of the Company Securityholders. Subject to Section 2.5, 2.6, 2.8(h) and 2.8(i), each Company Securityholder shall be entitled to receive, on the later of (i) one year anniversary of the Closing Date and (ii) the date on which there are no Unresolved Claims pending (Westbound shareholders shall be treated as receiving only such amounts as actually paid from the later of Escrow Account to such dates, the “Release Date”), its, his or her Escrow Pro-Rata Share of any remaining Escrow Amount and the Post-Closing Representative Expense Amount (Westbound shareholder and any interest accrued thereon and remaining such amounts actually paid from the Escrow Account to such Westbound shareholders shall be treated as having been received as additional Merger Consideration for such shareholder’s Westbound Stock pursuant to the Escrow Agreement), subject to Merger. No party shall take any reimbursement claims made by a Buyer Indemnitee for any Buyer Losses for which such Buyer Indemnitee is determined to be entitled to be indemnified pursuant to Article IX. Any interest accruing on the amounts held pursuant to the Escrow Agreement shall, subject to Sections 2.5, 2.6, 2.8(d) and 2.8(i), be paid to the Company Securityholders as provided for in Sections 2.8(e) action or 2.8(g). The Company, Buyer and Merger Sub each hereby agree to treat the Escrow Consideration as proceeds from an installment sale within the meaning of Section 453 of the Code, and unless the Company or Buyer subsequently concludes that such treatment is filing position inconsistent with Applicable Law as it exists from time to time, the Company, Buyer or Merger Sub shall not take any actions inconsistent with this treatmentforegoing.

Escrow Consideration. Pursuant (a) On the date hereof, each of Parent and Purchaser agrees to the Escrow Agreement, at the Effective Time, Buyer shall deposit with the Escrow Agent, from the Equity Consideration issuable to the MSP Principals or their respective controlled affiliates (in their respective capacity as Members) under the MIPA, an aggregate of 65,000,000 Up-C Units (as defined below, valued at $10.00 per unit) (the “Escrow Consideration”). The Escrow Agent shall hold the Escrow Consideration as a book-entry position registered in the name of “Continental Stock Transfer & Trust Company as Escrow Agent for the benefit of Virage Recovery Master LP”. The Escrow Agent agrees to keep the Escrow Consideration separate from all other property held by the Escrow Agent and to identify the Post-Closing Representative Expense Amount Escrow Consideration as being held in cash, to be held and distributed pursuant connection with this Agreement (the “Escrow Fund”). The Escrow Agent shall acknowledge in writing to the terms Guarantors and VRM receipt of evidence of book-entry registration of the Escrow Agreement. By Consideration from Parent’s transfer agent. (ib) voting Any dividends, interest payments, or other distributions of any kind made in favor respect of the MergerEscrow Consideration shall be delivered promptly to the Escrow Agent to be deposited and held in a non-interest bearing bank account, insured up to the applicable limits by the Federal Deposit Insurance Corporation, and maintained by the Escrow Agent in the name of “Continental Stock Transfer & Trust Company as Escrow Agent for the benefit of Virage Recovery Master LP” and shall be deemed part of the Escrow Consideration. (iic) executing If the underlying shares or units comprising the Up-C Units shall have been changed into a materially different number of units or a different class of stock by reason of any reorganization, reclassification, recapitalization, stock split, split up, reverse stock split, combination or exchange of shares, or any similar event shall have occurred, the underlying shares or units comprising the Up-C Units comprising the Escrow Consideration, while such units are held in the Escrow Fund, shall be automatically adjusted to reflect fully the effect of any reorganization, reclassification, recapitalization, stock split, split up, reverse stock split, combination or exchange of shares, or similar event. The MSP Principals and delivering to Buyer a Supporting Stockholder Option VRM agree, for the benefit of VRM and the Escrow Agent, except as otherwise set forth in this Agreement, that any additional shares or units comprising the Escrow Consideration (iiior other units or shares of capital stock of Parent or Purchaser or their Subsidiaries) executing and delivering an Option Termination Agreement any cash, property or other assets that may be issued on or distributable with respect to such Up-C Units (including any securities convertible into or exchangeable for capital stock of Parent, Purchaser or their Subsidiaries) or that result from any reorganization, reclassification, recapitalization, stock split, split up, reverse stock split, combination or exchange of shares, or any similar event, including in connection with any dividend or distribution or any merger, consolidation, acquisition of property or securities, liquidation or other event involving Parent or Purchaser, shall not be distributed or issued to the CompanyMSP Principals as the beneficial owners of the Escrow Consideration but shall be deposited in the Escrow Fund, (iv) exchanging shares of Company Capital Stock for any payment pursuant to this Article II, (v) executing and delivering a Bonus Recipient Agreement or (vi) accepting any payment under an Option Termination Agreement or Bonus Recipient Agreement, each Company Securityholder irrevocably approves the deposit shall become part of the Escrow Consideration and the Post-Closing Representative Expense Amount with the Escrow Agent, the terms of the Escrow Agreement, shall remain subject to the terms of this Section 2.8Agreement. (d) The Parties and the Escrow Agent agree that the Escrow Consideration shall (i) not be subject to set off by the Escrow Agent or any of its affiliates, the appointment (ii) not be subject to any attachment, mortgage, lien, pledge, charge, hypothecation, right of third person, assessment, security interest or encumbrance of any kind, whether consensual, statutory, or otherwise, any conditional sale or voting agreement or proxy, including any agreement to give any of the Representative foregoing, any trustee process or any other judicial process of any creditor of any Party or the Escrow Agent (a “Lien”), other than Liens arising pursuant to applicable securities laws, and any successor to (iii) be held and disbursed solely for the Representative as contemplated by this Agreement) purposes and in accordance with the terms of this Agreement, except as otherwise provided in Section 2.911 below. The amounts available from time to time in Further, the escrow account from which Claims Parties and the Escrow Agent acknowledge and agree that no Escrow Consideration, or any portion thereof or beneficial interest therein may be paid shall pledged, subjected to any Lien, sold, assigned or transferred by the Guarantors or be the “Escrow Amount”, which as subject to attachment or taken or attached in any other legal or equitable process in satisfaction of any debt or liability of the Effective Time shall be equal Guarantors prior to the distribution to the Guarantors of such Escrow Consideration in accordance with this Agreement. (e) During the time that the Escrow Consideration and, for purposes of clarification, shall not include any interest on such amount, or the Post-Closing Representative Expense Amount or any interest thereon. The Post-Closing Representative Expense Amount shall be available to the Representative to cover Representative Expenses pursuant to Section 2.8(d). The Escrow Amount and the Post-Closing Representative Expense Amount (and any interest accrued thereon) shall, during the term of the Escrow Agreement, be the property of Buyer, it being understood for purposes of clarification that any interest on the Escrow Amount shall be is held by the Escrow AgentAgent pursuant to this Agreement, subject the MSP Principals and their respective controlled affiliates shall be entitled to vote the shares of Class V Common Stock, par value $0.0001 per share, of Parent (“Class V Common Stock”), constituting the Up-C Units (in accordance with their pro rata share set forth on Schedule 3 hereto (each such pro rata share, an “Escrow Share Allocation”)) on any matters to come before the stockholders of Parent; provided that until released to the MSP Principals or their respective controlled affiliates, the MSP Principals or their respective controlled affiliates shall have no right to possession of, or to sell, assign, pledge, hypothecate or otherwise transfer or dispose of any Up-C Units or other securities in the Escrow Fund or any interest therein. In order to vote its shares, each MSP Principal or its controlled affiliate shall (in accordance with such entity’s Escrow Share Allocation) direct the Escrow Agent to, and the Escrow Agent shall, vote or cause to be voted such shares of Class V Common Stock in accordance with such written direction. In the absence of any directions from the applicable MSP Principal or its controlled affiliate, the Escrow Agent shall not vote any of the shares of Class V Common Stock held in the Escrow Fund attributable to such MSP Principal or its controlled affiliate. (f) No fractional shares shall be released and delivered from the Escrow Fund and all fractional shares shall be rounded to the nearest whole share. (g) This Agreement (except for the provisions of Section 2.8(g8 hereto), on behalf of and for the account duties of the Company Securityholders. Subject Escrow Agent and the bank accounts shall automatically terminate and shall have no further force or effect upon the first to Section 2.5, 2.6, 2.8(h) and 2.8(i), each Company Securityholder shall be entitled to receive, on the later occur of (i) one year anniversary the distribution in full by the Escrow Agent of all of the Closing Date and Escrow Consideration in accordance with this Agreement, or (ii) the date on which there are no Unresolved Claims pending (the later of such dates, the “Release Date”), its, his or her Escrow Pro-Rata Share of any remaining Escrow Amount and the Post-Closing Representative Expense Amount (and any interest accrued thereon and remaining pursuant delivery to the Escrow Agreement), subject to any reimbursement claims made Agent of a written notice of termination executed jointly by a Buyer Indemnitee for any Buyer Losses for which such Buyer Indemnitee is determined to be entitled to be indemnified pursuant to Article IX. Any interest accruing on the amounts held pursuant to Parties and the release by the Escrow Agreement shall, subject to Sections 2.5, 2.6, 2.8(d) and 2.8(i), be paid to the Company Securityholders as provided for in Sections 2.8(e) or 2.8(g). The Company, Buyer and Merger Sub each hereby agree to treat Agent of all of the Escrow Consideration as proceeds from an installment sale within the meaning of Section 453 of the Code, and unless the Company or Buyer subsequently concludes that such treatment is inconsistent with Applicable Law as it exists from time to time, the Company, Buyer or Merger Sub shall not take any actions inconsistent with this treatmentConsideration.

Escrow Consideration. Pursuant (a) On the date hereof, in accordance with the terms of the Underlying Agreements, the MSP Principals agree to the Escrow Agreement, at the Effective Time, Buyer shall deposit with the Escrow Agent, from the Equity Consideration issuable to the MSP Principals or their respective controlled affiliates (in their respective capacity as Members) under the MIPA, an aggregate of 1,029,000,000 Up-C Units (valued at $10.00 per unit) (the “Escrow Consideration”). The Escrow Agent shall hold the Escrow Consideration as a book-entry position registered in the name of “Continental Stock Transfer & Trust Company as Escrow Agent for the benefit of MSP Recovery, Inc.” The Escrow Agent agrees to keep the Escrow Consideration separate from all other property held by the Escrow Agent and to identify the Post-Closing Representative Expense Amount Escrow Consideration as being held in cash, to be held and distributed pursuant connection with this Agreement (the “Escrow Fund”). The Escrow Agent shall acknowledge in writing to the terms Parties receipt of evidence of book-entry registration of the Escrow Agreement. By Consideration from Parent’s transfer agent. (ib) voting Any dividends, interest payments, or other distributions of any kind made in favor respect of the MergerEscrow Consideration shall be delivered promptly to the Escrow Agent to be deposited and held in a non-interest bearing bank account, insured up to the applicable limits by the Federal Deposit Insurance Corporation, and maintained by the Escrow Agent in the name of “Continental Stock Transfer & Trust Company as Escrow Agent for the benefit of MSP Recovery, Inc.” and shall be deemed part of the Escrow Consideration. (iic) executing If the underlying shares or units comprising the Up-C Units shall have been changed into a materially different number of units or a different class of stock by reason of any reorganization, reclassification, recapitalization, stock split, split up, reverse stock split, combination or exchange of shares, or any similar event shall have occurred, the underlying shares or units comprising the Up-C Units comprising the Escrow Consideration, while such units are held in the Escrow Fund, shall be automatically adjusted to reflect fully the effect of any reorganization, reclassification, recapitalization, stock split, split up, reverse stock split, combination or exchange of shares, or similar event. The Parties agree, for the benefit of Parent and delivering to Buyer a Supporting Stockholder Option the Escrow Agent, except as otherwise set forth in this Agreement, that any additional shares or units comprising the Escrow Consideration (iiior other units or shares of capital stock of Parent or Purchaser or their Subsidiaries) executing and delivering an Option Termination Agreement any cash, property or other assets that may be issued on or distributable with respect to such Up-C Units (including any securities convertible into or exchangeable for capital stock of Parent, Purchaser or their Subsidiaries) or that result from any reorganization, reclassification, recapitalization, stock split, split up, reverse stock split, combination or exchange of shares, or any similar event, including in connection with any dividend or distribution or any merger, consolidation, acquisition of property or securities, liquidation or other event involving Parent or Purchaser, shall not be distributed or issued to the CompanyMSP Principals as the beneficial owners of the Escrow Consideration but shall be deposited in the Escrow Fund, (iv) exchanging shares of Company Capital Stock for any payment pursuant to this Article II, (v) executing and delivering a Bonus Recipient Agreement or (vi) accepting any payment under an Option Termination Agreement or Bonus Recipient Agreement, each Company Securityholder irrevocably approves the deposit shall become part of the Escrow Consideration and the Post-Closing Representative Expense Amount with the Escrow Agent, the terms of the Escrow Agreement, shall remain subject to the terms of this Section 2.8Agreement. (d) The Parties and the Escrow Agent agree that the Escrow Consideration shall (i) not be subject to set off by the Escrow Agent or any of its affiliates, the appointment (ii) not be subject to any attachment, mortgage, lien, pledge, charge, hypothecation, right of third person, assessment, security interest or encumbrance of any kind, whether consensual, statutory, or otherwise, any conditional sale or voting agreement or proxy, including any agreement to give any of the Representative foregoing, any trustee process or any other judicial process of any creditor of any Party or the Escrow Agent (a “Lien”), other than Liens arising pursuant to applicable securities laws, and any successor to (iii) be held and disbursed solely for the Representative as contemplated by this Agreement) purposes and in accordance with the terms of this Agreement, except as otherwise provided in Section 2.911 below. The amounts available from time to time in Further, the escrow account from which Claims Parties and the Escrow Agent acknowledge and agree that no Escrow Consideration, or any portion thereof or beneficial interest therein may be paid shall pledged, subjected to any Lien, sold, assigned or transferred by an MSP Principal or be subject to attachment or taken or attached in any other legal or equitable process in satisfaction of any debt or liability of an MSP Principal prior to the “distribution to such MSP Principal of such Escrow Amount”, which as of Consideration in accordance with this Agreement. (e) During the Effective Time shall be equal to time that the Escrow Consideration and, for purposes of clarification, shall not include any interest on such amount, or the Post-Closing Representative Expense Amount or any interest thereon. The Post-Closing Representative Expense Amount shall be available to the Representative to cover Representative Expenses pursuant to Section 2.8(d). The Escrow Amount and the Post-Closing Representative Expense Amount (and any interest accrued thereon) shall, during the term of the Escrow Agreement, be the property of Buyer, it being understood for purposes of clarification that any interest on the Escrow Amount shall be is held by the Escrow AgentAgent pursuant to this Agreement, subject the MSP Principals and their respective controlled affiliates shall be entitled to vote the shares of Class V Common Stock, par value $0.0001 per share, of Parent (“Class V Common Stock”) constituting the Up-C Units (in accordance with Schedule 3 hereto (each such proportion, an “Escrow Share Allocation”)) on any matters to come before the stockholders of Parent; provided that until released to the MSP Principals or their respective controlled affiliates, the MSP Principals or their respective controlled affiliates shall have no right to possession of, or to sell, assign, pledge, hypothecate or otherwise transfer or dispose of any Up-C Units or other securities in the Escrow Fund or any interest therein. In order to vote its shares, each MSP Principal or its controlled affiliate shall (in accordance with such MSP Principal’s Escrow Share Allocation) direct the Escrow Agent to, and the Escrow Agent shall, vote or cause to be voted such shares of Class V Common Stock in accordance with such written direction. In the absence of any directions from the applicable MSP Principal or its controlled affiliate, the Escrow Agent shall not vote any of the shares of Class V Common Stock held in the Escrow Fund attributable to such MSP Principal or its controlled affiliate. (f) No fractional shares shall be released and delivered from the Escrow Fund and all fractional shares shall be rounded to the nearest whole share. (g) This Agreement (except for the provisions of Section 2.8(g8 hereto), on behalf of and for the account duties of the Company Securityholders. Subject Escrow Agent and the bank accounts shall automatically terminate and shall have no further force or effect upon the first to Section 2.5, 2.6, 2.8(h) and 2.8(i), each Company Securityholder shall be entitled to receive, on the later occur of (i) one year anniversary the distribution in full by the Escrow Agent of all of the Closing Date and Escrow Consideration in accordance with this Agreement, or (ii) the date on which there are no Unresolved Claims pending (the later of such dates, the “Release Date”), its, his or her Escrow Pro-Rata Share of any remaining Escrow Amount and the Post-Closing Representative Expense Amount (and any interest accrued thereon and remaining pursuant delivery to the Escrow Agreement), subject to any reimbursement claims made Agent of a written notice of termination executed jointly by a Buyer Indemnitee for any Buyer Losses for which such Buyer Indemnitee is determined to be entitled to be indemnified pursuant to Article IX. Any interest accruing on the amounts held pursuant to Parties and the release by the Escrow Agreement shall, subject to Sections 2.5, 2.6, 2.8(d) and 2.8(i), be paid to the Company Securityholders as provided for in Sections 2.8(e) or 2.8(g). The Company, Buyer and Merger Sub each hereby agree to treat Agent of all of the Escrow Consideration as proceeds from an installment sale within the meaning of Section 453 of the Code, and unless the Company or Buyer subsequently concludes that such treatment is inconsistent with Applicable Law as it exists from time to time, the Company, Buyer or Merger Sub shall not take any actions inconsistent with this treatmentConsideration.