Common use of Escrow Stock Clause in Contracts

Escrow Stock. (a) On the Closing Date, the deposits in cash and stock provided for in Section 2.2(e) hereof shall be made with the Escrow Agent and held in escrow as provided in this Section 8.8 and pursuant to the terms and conditions of the Escrow Agreement, including 486,082 shares of Group 1 Common Stock, representing a value of Sixty Million Reais (R$60,000,000) calculated at the Exchange Rate and the Per Share Price (the “Escrow Stock”), which will serve as a guarantee for the benefit of the Purchaser in respect of the indemnification obligations assumed by the Shareholders under Article VIII of this Agreement. Any payment the Shareholders are obligated to make to any Purchaser Indemnified Person pursuant to this Article VIII shall be made exclusively pursuant to the delivery of shares of Group 1 Common Stock held as Escrow Stock pursuant to the Escrow Agreement, by release of Escrow Stock to the Purchaser Indemnified Person from the account maintained by the Escrow Agent pursuant to the Escrow Agreement (the “Escrow Account”), within five (5) Business Days after the date notice of any sums due and owing is given to the Shareholders Representative and the Escrow Agent by the applicable Purchaser Indemnified Persons and shall accordingly reduce the Escrow Stock held in the Escrow Account. On the second (2nd) anniversary of the Closing Date, the Escrow Agent shall release thirty three percent (33%) of the balance of the Stock Escrow (to the extent not retained for outstanding Liability Claims); on the forth (4th) anniversary of the Closing Date, the Escrow Agent shall release thirty three percent (33%) of the balance of the Escrow Stock held in the Escrow Account (to the extent not retained for outstanding Liability Claims); and on the sixth (6th) anniversary of the Closing Date, the Escrow Agent shall release the remaining balance of the Escrow Stock held in the Escrow Account (to the extent not retained for outstanding Liability Claims) to the Shareholders, except that the Escrow Agent shall retain an amount equal to the amount of any and all Liability Claims notified pursuant to a Claims Notice or Third Party Claim for indemnification under this Article VIII asserted, pending or outstanding hereunder but not yet resolved (“Unresolved Claims”). The Escrow Stock retained in the Escrow Account for Unresolved Claims shall be released by the Purchaser (to the extent not utilized to pay any and all Liability Claims and other amounts indemnifiable hereunder ) upon their resolution in accordance with this Article VIII. Subject to the restrictions set forth in this Agreement, the Stockholders Agreement and the Escrow Agreement to the transfer of the Group 1 Common Stock, the Shareholders shall be entitled to the full exercise of their voting and economic rights related to the shares of Group 1 Common Stock deposited in the Stock Escrow, and, accordingly, during all times such shares are deposited in the Stock Escrow, the Shareholders shall have the right to vote such shares of Group 1 Common Stock and have the right to receive any and all dividends or other distributions received with respect to the Escrow Stock, which shall be paid by the Escrow Agent to the Shareholders according to their Pro Rata Percentage and shall under no circumstances be retained by the Escrow Agent. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the Shareholders hereby acknowledges and agrees that notwithstanding any limitations set forth in this Agreement, including that certain representations and warranties are made on a several basis in this Agreement by Shareholders, each of the Shareholders shall be considered jointly and severally liable for the indemnification obligations assumed by the Shareholders under this Article IX as provided herein up to the Cap with respect to the general indemnification obligations set forth in this Agreement. (c) Any Liability Claim made by a Purchaser Indemnified Person which is the subject of a Claims Notice (whether a Third Party Claim or otherwise) as provided in this Article VIII shall be allocated against the Escrow Stock as follows: (i) the shares of Group 1 Common Stock constituting the Escrow Stock shall be reduced by the total amount of such Loss, calculated at the Current Exchange Rate and the Current Per Share Price, and (ii) upon determination of such Liability Claim as provided in this Article VIII, the shares of Group 1 Common Stock representing the total amount of such Loss, calculated at the Current Exchange Rate and the Current Per Share Price, shall be transferred to the Purchaser as contemplated herein and provided in the Escrow Agreement. (d) The Parties acknowledge and agree that, as soon as practicable following the Closing Date, the Escrow Cash shall be used by the Escrow Agent to purchase shares of Group 1 Common Stock which shall remain in escrow and constitute Escrow Stock for all purposes of this Agreement. The Shareholders shall take all necessary and requested actions by the Escrow Agent to facilitate such purchase of shares of Group 1 Common Stock. In addition, RSPJR shall purchase such additional shares of Group 1 Common Stock and deliver such shares to the Escrow Agent to be held in escrow as Escrow Stock in order that the total number of shares of Group 1 Common Stock purchased to replace the Escrow Cash and to be deposited with the Escrow Agent as Escrow Stock shall equal the number of shares of Group 1 Common Stock, calculated at the Exchange Rate and the Per Share Price, purchasable with the Escrow Cash. (e) The Parties further acknowledge and agree that RSPJR shall be permitted, to the extent applicable and subject to the provisions and restrictions set forth in the Escrow Agreement and this Agreement, to designate ▇▇▇▇▇ ▇▇▇▇▇▇ Penske Jr., in his individual capacity, as the record holder of any of shares of Group 1 Common Stock to which RSPJR may be entitled in connection with the release of Group 1 Common Stock held by the Escrow Agent as Escrow Stock as provided herein, subject to all the restrictions and conditions with respect to such Escrow Stock pursuant to this Agreement and the Escrow Agreement. Such designation by RSPJR shall be subject to ▇▇▇▇▇ ▇▇▇▇▇▇ Penske Jr. and RSPJR executing such documents as may be required by the Purchaser and the Escrow Agent, in a form satisfactory to the Purchaser.

Escrow Stock. (a) On the Closing Date, the deposits in cash and stock provided for in Section 2.2(e) hereof shall be made with the Escrow Agent and held in escrow as provided in this Section 8.8 and pursuant to the terms and conditions of the Escrow Agreement, including 486,082 shares of Group 1 Common Stock, representing a value of Sixty Million Reais (R$60,000,000) calculated at the Exchange Rate and the Per Share Price (the “Escrow Stock”), which will serve as a guarantee for the benefit of the Purchaser in respect of the indemnification obligations assumed by the Shareholders under Article VIII of this Agreement. Any payment the Shareholders are obligated to make to any Purchaser Indemnified Person pursuant to this Article VIII shall be made exclusively pursuant to the delivery of shares of Group 1 Common Stock held as Escrow Stock pursuant to the Escrow Agreement, by release of Escrow Stock to the Purchaser Indemnified Person from the account maintained by the Escrow Agent pursuant to the Escrow Agreement (the “"Escrow Account”"), within five (5) Business Days after the date notice of any sums due and owing is given to the Shareholders Representative and the Escrow Agent by the applicable Purchaser Indemnified Persons and shall accordingly reduce the Escrow Stock held in the Escrow Account. On the second (2nd) anniversary of the Closing Date, the Escrow Agent shall release thirty three all shares of Escrow Stock held in the Escrow Account in excess of sixty six percent (3366%) of the balance of the Target Stock Escrow Deposit (to the extent not retained for outstanding Liability ClaimsClaims specified in any Claims Notice delivered prior to such date); on the forth fourth (4th) anniversary of the Closing Date, the Escrow Agent shall release all shares of Escrow Stock in the Escrow Account in excess of thirty three percent (33%) of the balance of the Target Stock Escrow Stock held in the Escrow Account Deposit (to the extent not retained for outstanding Liability ClaimsClaims specified in any Claims Notice delivered prior to such date); and on the sixth (6th) anniversary of the Closing Date, the Escrow Agent shall release the remaining balance of the Escrow Stock held in the Escrow Account (to the extent not retained for outstanding Liability ClaimsClaims specified in any Claims Notice delivered prior to such date) to the Shareholders, except that the Escrow Agent shall retain an amount equal to the amount of any and all Liability Claims notified pursuant to a Claims Notice or Third Party Claim for indemnification under this Article VIII asserted, pending or outstanding hereunder but not yet resolved (“Unresolved Claims”). The Escrow Stock retained in the Escrow Account for Unresolved Claims shall be released by the Purchaser (to the extent not utilized to pay any and all Liability Claims and other amounts indemnifiable hereunder ) upon their resolution in accordance with this Article VIII. Subject to the restrictions set forth in this Agreement, the Stockholders Agreement and the Escrow Agreement to the transfer of the Group 1 Common Stock, the Shareholders shall be entitled to the full exercise of their voting and economic rights related to the shares of Group 1 Common Stock deposited in the Stock Escrow, and, accordingly, during all times such shares are deposited in the Stock Escrow, the Shareholders shall have the right to vote such shares of Group 1 Common Stock and have the right to receive any and all dividends or other distributions received with respect to the Escrow Stock, which shall be paid by the Escrow Agent to the Shareholders according to their Pro Rata Percentage and shall under no circumstances be retained by the Escrow Agent. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the Shareholders hereby acknowledges and agrees that notwithstanding any limitations set forth in this Agreement, including that certain representations and warranties are made on a several basis in this Agreement by Shareholders, each of the Shareholders shall be considered jointly and severally liable for the indemnification obligations assumed by the Shareholders under this Article IX as provided herein up to the Cap with respect to the general indemnification obligations set forth in this Agreement. (c) Any Liability Claim made by a Purchaser Indemnified Person which is the subject of a Claims Notice (whether a Third Party Claim or otherwise) as provided in this Article VIII shall be allocated against the Escrow Stock as follows: (i) the shares of Group 1 Common Stock constituting the Escrow Stock shall be reduced by the total amount of such Loss, calculated at the Current Exchange Rate and the Current Per Share Price, and (ii) upon determination of such Liability Claim as provided in this Article VIII, the shares of Group 1 Common Stock representing the total amount of such Loss, calculated at the Current Exchange Rate and the Current Per Share Price, shall be transferred to the Purchaser as contemplated herein and provided in the Escrow Agreement. (d) The Parties acknowledge and agree that, as soon as practicable following the Closing Date, the Escrow Cash shall be used by the Escrow Agent to purchase shares of Group 1 Common Stock which shall remain in escrow and constitute Escrow Stock for all purposes of this Agreement. The Shareholders shall take all necessary and requested actions by the Escrow Agent to facilitate such purchase of shares of Group 1 Common Stock. In addition, RSPJR shall purchase such additional shares of Group 1 Common Stock and deliver such shares to the Escrow Agent to be held in escrow as Escrow Stock in order that the total number of shares of Group 1 Common Stock purchased to replace the Escrow Cash and to be deposited with the Escrow Agent as Escrow Stock shall equal the number of shares of Group 1 Common Stock, calculated at the Exchange Rate and the Per Share Price, purchasable with the Escrow Cash. (e) The Parties further acknowledge and agree that RSPJR shall be permitted, to the extent applicable and subject to the provisions and restrictions set forth in the Escrow Agreement and this Agreement, to designate ▇▇▇▇▇ ▇▇▇▇▇▇ Penske Jr., in his individual capacity, as the record holder of any of shares of Group 1 Common Stock to which RSPJR may be entitled in connection with the release of Group 1 Common Stock held by the Escrow Agent as Escrow Stock as provided herein, subject to all the restrictions and conditions with respect to such Escrow Stock pursuant to this Agreement and the Escrow Agreement. Such designation by RSPJR shall be subject to ▇▇▇▇▇ ▇▇▇▇▇▇ Penske Jr. and RSPJR executing such documents as may be required by the Purchaser and the Escrow Agent, in a form satisfactory to the Purchaser."

Escrow Stock. When making the issuances of Acquiror Common Stock pursuant to Section 2.01(a) above, Acquiror shall withhold from the Company Stockholders a number of shares of Acquiror Common Stock equal to the quotient of five percent (a5%) On of the Closing Date, Transaction Value divided by the deposits in cash and stock provided for in Section 2.2(e) hereof shall Acquiror Stock Price (the "Escrow Stock"). The Escrow Stock will be made with the Escrow Agent and held placed in escrow as provided in security for the performance of the indemnity obligations of the Company Stockholders under Section 9.02 of this Merger Agreement and to pay Acquiror any Closing Adjustment required to be paid to Acquiror pursuant to this Section 8.8 and 2.06, all pursuant to the terms and conditions of an escrow agreement among Acquiror, the Surviving Corporation, the Stockholders' Representatives and First Union National Bank or another escrow agent designated by Acquiror and reasonably acceptable to the Company (the "Escrow Agent"), in form attached hereto as EXHIBIT D (the "Escrow Agreement"). The Escrow Stock shall be registered in the name of the Escrow Agent as nominee for the Company Stockholders. The Merger Consideration otherwise distributable as of the Effective Time to each Company Stockholder in connection with the Merger as provided in Section 2.01(a) shall be proportionately reduced to reflect the Escrow Stock required to be deposited in Escrow pursuant to this Section 2.06(a) and the Escrow Agreement, including 486,082 shares of Group 1 Common Stockand such Escrow Stock shall be released to the Company Stockholders or Acquiror, representing a value of Sixty Million Reais (R$60,000,000) calculated at as the Exchange Rate and case may be, only in accordance with the Per Share Price (the “Escrow Stock”), which will serve as a guarantee for the benefit of the Purchaser in respect of the indemnification obligations assumed by the Shareholders under Article VIII terms of this Agreement. Any payment the Shareholders are obligated to make to any Purchaser Indemnified Person pursuant to this Article VIII shall be made exclusively pursuant to the delivery of shares of Group 1 Common Stock held as Escrow Stock pursuant to Merger Agreement and the Escrow Agreement, by release . The fees of Escrow Stock to the Purchaser Indemnified Person from the account maintained by the Escrow Agent pursuant shall be paid by Acquiror. On the earlier to the Escrow Agreement occur of (the “Escrow Account”), within i) five (5) Business Days business days after the date notice of any sums due and owing is given to the Shareholders Representative and the Escrow Agent by the applicable Purchaser Indemnified Persons and shall accordingly reduce the Escrow Stock held in the Escrow Account. On the second (2nd) anniversary final determination of the Closing DateAdjustment and the Loss Adjustment pursuant to Section 2.06(b) (including, without limitation, final resolution of any disputes with respect thereto) or (ii) ninety (90) days after Closing, the Escrow Agent shall release thirty three percent deliver to the Company Stockholders, pro-rata in accordance with the number of shares of Company Common Stock held by each such Company Stockholder immediately prior to the Effective Time, the Escrow Stock, after deducting therefrom an amount of Escrow Stock having a value equal to the sum (33%which shall not be less than zero) of the balance Closing Adjustment, if any, and the Loss Adjustment, if any, and shall deliver to Acquiror an amount of Escrow Stock having a value equal to such sum; PROVIDED, HOWEVER, that in the Stock Escrow (to event of any dispute over the extent not retained for outstanding Liability Claims); on the forth (4th) anniversary sum of the Closing DateAdjustment and the Loss Adjustment pursuant to Section 2.06(b), the Escrow Agent shall release thirty three percent (33%) of the balance of the Escrow Stock held in the Escrow Account (to the extent not retained for outstanding Liability Claims); and on the sixth (6th) anniversary of the Closing Date, the Escrow Agent shall release the remaining balance of the Escrow Stock held in the Escrow Account (to the extent not retained for outstanding Liability Claims) to the Shareholders, except that the Escrow Agent shall retain an amount having a value equal to the amount of any disputed Closing Adjustment and all Liability Claims notified pursuant to Loss Adjustment (together with a Claims Notice or Third Party Claim for indemnification under this Article VIII asserted, pending or outstanding hereunder but not yet resolved (“Unresolved Claims”). The number of shares of Escrow Stock retained which are, in the Escrow Account for Unresolved Claims shall Acquiror's reasonable judgment, necessary to cover any expenses of Acquiror necessary to resolve such dispute) need not be released by the Purchaser (to the extent not utilized to pay any and all Liability Claims and other amounts indemnifiable hereunder ) upon their resolution in accordance with delivered until such dispute is finally resolved. For purposes of this Article VIII. Subject to the restrictions set forth in this AgreementSection 2.06, the Stockholders Agreement and the Escrow Agreement to the transfer value of the Group 1 Common Stock, the Shareholders shall be entitled to the full exercise each share of their voting and economic rights related to the shares of Group 1 Common Stock deposited in the Stock Escrow, and, accordingly, during all times such shares are deposited in the Stock Escrow, the Shareholders shall have the right to vote such shares of Group 1 Common Stock and have the right to receive any and all dividends or other distributions received with respect to the Escrow Stock, which shall be paid by the Escrow Agent to the Shareholders according to their Pro Rata Percentage and shall under no circumstances be retained by the Escrow Agent. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the Shareholders hereby acknowledges and agrees that notwithstanding any limitations set forth in this Agreement, including that certain representations and warranties are made on a several basis in this Agreement by Shareholders, each of the Shareholders shall be considered jointly and severally liable for the indemnification obligations assumed by the Shareholders under this Article IX as provided herein up to the Cap with respect to the general indemnification obligations set forth in this Agreement. (c) Any Liability Claim made by a Purchaser Indemnified Person which is the subject of a Claims Notice (whether a Third Party Claim or otherwise) as provided in this Article VIII shall be allocated against the Escrow Stock as follows: (i) the shares of Group 1 Common Stock constituting the Escrow Stock shall be reduced by the total amount of such Loss, calculated at the Current Exchange Rate and the Current Per Share Price, and (ii) upon determination of such Liability Claim as provided in this Article VIII, the shares of Group 1 Common Stock representing the total amount of such Loss, calculated at the Current Exchange Rate and the Current Per Share Price, shall be transferred equal to the Purchaser as contemplated herein and provided in the Escrow AgreementClosing Acquiror Stock Price. (d) The Parties acknowledge and agree that, as soon as practicable following the Closing Date, the Escrow Cash shall be used by the Escrow Agent to purchase shares of Group 1 Common Stock which shall remain in escrow and constitute Escrow Stock for all purposes of this Agreement. The Shareholders shall take all necessary and requested actions by the Escrow Agent to facilitate such purchase of shares of Group 1 Common Stock. In addition, RSPJR shall purchase such additional shares of Group 1 Common Stock and deliver such shares to the Escrow Agent to be held in escrow as Escrow Stock in order that the total number of shares of Group 1 Common Stock purchased to replace the Escrow Cash and to be deposited with the Escrow Agent as Escrow Stock shall equal the number of shares of Group 1 Common Stock, calculated at the Exchange Rate and the Per Share Price, purchasable with the Escrow Cash. (e) The Parties further acknowledge and agree that RSPJR shall be permitted, to the extent applicable and subject to the provisions and restrictions set forth in the Escrow Agreement and this Agreement, to designate ▇▇▇▇▇ ▇▇▇▇▇▇ Penske Jr., in his individual capacity, as the record holder of any of shares of Group 1 Common Stock to which RSPJR may be entitled in connection with the release of Group 1 Common Stock held by the Escrow Agent as Escrow Stock as provided herein, subject to all the restrictions and conditions with respect to such Escrow Stock pursuant to this Agreement and the Escrow Agreement. Such designation by RSPJR shall be subject to ▇▇▇▇▇ ▇▇▇▇▇▇ Penske Jr. and RSPJR executing such documents as may be required by the Purchaser and the Escrow Agent, in a form satisfactory to the Purchaser.

Escrow Stock. When making the issuances of Acquiror Common Stock pursuant to Section 2.01(a) above, Acquiror shall withhold from the Company Stockholders a number of shares of Acquiror Common Stock equal to the quotient of five percent (a5%) On of the Closing Date, Transaction Value divided by the deposits in cash and stock provided for in Section 2.2(e) hereof shall Acquiror Stock Price (the "Escrow Stock"). The Escrow Stock will be made with the Escrow Agent and held placed in escrow as provided in security for the performance of the indemnity obligations of the Company Stockholders under Section 9.02 of this Merger Agreement and to pay Acquiror any Closing Adjustment required to be paid to Acquiror pursuant to this Section 8.8 and 2.06, all pursuant to the terms and conditions of an escrow agreement among Acquiror, the Surviving Corporation, the Stockholders' Representatives and First Union National Bank or another escrow agent designated by Acquiror and reasonably acceptable to the Company (the "Escrow Agent"), in form attached hereto as Exhibit D (the "Escrow Agreement"). The Escrow Stock shall be registered in the name of the Escrow Agent as nominee for the Company Stockholders. The Merger Consideration otherwise distributable as of the Effective Time to each Company Stockholder in connection with the Merger as provided in Section 2.01(a) shall be proportionately reduced to reflect the Escrow Stock required to be deposited in Escrow pursuant to this Section 2.06(a) and the Escrow Agreement, including 486,082 shares of Group 1 Common Stockand such Escrow Stock shall be released to the Company Stockholders or Acquiror, representing a value of Sixty Million Reais (R$60,000,000) calculated at as the Exchange Rate and case may be, only in accordance with the Per Share Price (the “Escrow Stock”), which will serve as a guarantee for the benefit of the Purchaser in respect of the indemnification obligations assumed by the Shareholders under Article VIII terms of this Agreement. Any payment the Shareholders are obligated to make to any Purchaser Indemnified Person pursuant to this Article VIII shall be made exclusively pursuant to the delivery of shares of Group 1 Common Stock held as Escrow Stock pursuant to Merger Agreement and the Escrow Agreement, by release . The fees of Escrow Stock to the Purchaser Indemnified Person from the account maintained by the Escrow Agent pursuant shall be paid by Acquiror. On the earlier to the Escrow Agreement occur of (the “Escrow Account”), within i) five (5) Business Days business days after the date notice of any sums due and owing is given to the Shareholders Representative and the Escrow Agent by the applicable Purchaser Indemnified Persons and shall accordingly reduce the Escrow Stock held in the Escrow Account. On the second (2nd) anniversary final determination of the Closing DateAdjustment and the Loss Adjustment pursuant to Section 2.06(b) (including, without limitation, final resolution of any disputes with respect thereto) or (ii) ninety (90) days after Closing, the Escrow Agent shall release thirty three percent deliver to the Company Stockholders, pro-rata in accordance with the number of shares of Company Common Stock held by each such Company Stockholder immediately prior to the Effective Time, the Escrow Stock, after deducting therefrom an amount of Escrow Stock having a value equal to the sum (33%which shall not be less than zero) of the balance Closing Adjustment, if any, and the Loss Adjustment, if any, and shall deliver to Acquiror an amount of Escrow Stock having a value equal to such sum; PROVIDED, HOWEVER, that in the Stock Escrow (to event of any dispute over the extent not retained for outstanding Liability Claims); on the forth (4th) anniversary sum of the Closing DateAdjustment and the Loss Adjustment pursuant to Section 2.06(b), the Escrow Agent shall release thirty three percent (33%) of the balance of the Escrow Stock held in the Escrow Account (to the extent not retained for outstanding Liability Claims); and on the sixth (6th) anniversary of the Closing Date, the Escrow Agent shall release the remaining balance of the Escrow Stock held in the Escrow Account (to the extent not retained for outstanding Liability Claims) to the Shareholders, except that the Escrow Agent shall retain an amount having a value equal to the amount of any disputed Closing Adjustment and all Liability Claims notified pursuant to Loss Adjustment (together with a Claims Notice or Third Party Claim for indemnification under this Article VIII asserted, pending or outstanding hereunder but not yet resolved (“Unresolved Claims”). The number of shares of Escrow Stock retained which are, in the Escrow Account for Unresolved Claims shall Acquiror's reasonable judgment, necessary to cover any expenses of Acquiror necessary to resolve such dispute) need not be released by the Purchaser (to the extent not utilized to pay any and all Liability Claims and other amounts indemnifiable hereunder ) upon their resolution in accordance with delivered until such dispute is finally resolved. For purposes of this Article VIII. Subject to the restrictions set forth in this AgreementSection 2.06, the Stockholders Agreement and the Escrow Agreement to the transfer value of the Group 1 Common Stock, the Shareholders shall be entitled to the full exercise each share of their voting and economic rights related to the shares of Group 1 Common Stock deposited in the Stock Escrow, and, accordingly, during all times such shares are deposited in the Stock Escrow, the Shareholders shall have the right to vote such shares of Group 1 Common Stock and have the right to receive any and all dividends or other distributions received with respect to the Escrow Stock, which shall be paid by the Escrow Agent to the Shareholders according to their Pro Rata Percentage and shall under no circumstances be retained by the Escrow Agent. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the Shareholders hereby acknowledges and agrees that notwithstanding any limitations set forth in this Agreement, including that certain representations and warranties are made on a several basis in this Agreement by Shareholders, each of the Shareholders shall be considered jointly and severally liable for the indemnification obligations assumed by the Shareholders under this Article IX as provided herein up to the Cap with respect to the general indemnification obligations set forth in this Agreement. (c) Any Liability Claim made by a Purchaser Indemnified Person which is the subject of a Claims Notice (whether a Third Party Claim or otherwise) as provided in this Article VIII shall be allocated against the Escrow Stock as follows: (i) the shares of Group 1 Common Stock constituting the Escrow Stock shall be reduced by the total amount of such Loss, calculated at the Current Exchange Rate and the Current Per Share Price, and (ii) upon determination of such Liability Claim as provided in this Article VIII, the shares of Group 1 Common Stock representing the total amount of such Loss, calculated at the Current Exchange Rate and the Current Per Share Price, shall be transferred equal to the Purchaser as contemplated herein and provided in the Escrow AgreementClosing Acquiror Stock Price. (d) The Parties acknowledge and agree that, as soon as practicable following the Closing Date, the Escrow Cash shall be used by the Escrow Agent to purchase shares of Group 1 Common Stock which shall remain in escrow and constitute Escrow Stock for all purposes of this Agreement. The Shareholders shall take all necessary and requested actions by the Escrow Agent to facilitate such purchase of shares of Group 1 Common Stock. In addition, RSPJR shall purchase such additional shares of Group 1 Common Stock and deliver such shares to the Escrow Agent to be held in escrow as Escrow Stock in order that the total number of shares of Group 1 Common Stock purchased to replace the Escrow Cash and to be deposited with the Escrow Agent as Escrow Stock shall equal the number of shares of Group 1 Common Stock, calculated at the Exchange Rate and the Per Share Price, purchasable with the Escrow Cash. (e) The Parties further acknowledge and agree that RSPJR shall be permitted, to the extent applicable and subject to the provisions and restrictions set forth in the Escrow Agreement and this Agreement, to designate ▇▇▇▇▇ ▇▇▇▇▇▇ Penske Jr., in his individual capacity, as the record holder of any of shares of Group 1 Common Stock to which RSPJR may be entitled in connection with the release of Group 1 Common Stock held by the Escrow Agent as Escrow Stock as provided herein, subject to all the restrictions and conditions with respect to such Escrow Stock pursuant to this Agreement and the Escrow Agreement. Such designation by RSPJR shall be subject to ▇▇▇▇▇ ▇▇▇▇▇▇ Penske Jr. and RSPJR executing such documents as may be required by the Purchaser and the Escrow Agent, in a form satisfactory to the Purchaser.