Common use of Escrowed Funds Clause in Contracts

Escrowed Funds. (a) The Escrow Agent shall promptly invest the Escrowed Funds, including any and all interest and investment income, in accordance with the written instructions provided to the Escrow Agent and signed by the Company. In the absence of written investment instructions from the Company, the Escrow Agent shall deposit and invest the Escrowed Funds, including any and all interest and investment income, in [ • ], a UMB money market deposit account. Any interest received by the Escrow Agent with respect to the Escrowed Funds, including reinvested interest shall become part of the Escrowed Funds, and shall be disbursed pursuant to this Escrow Agreement. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on the Escrowed Funds in any tax year shall be taxable to the to the person or entity receiving the interest or other taxable income. Notwithstanding anything herein to the contrary, funds in the Escrow Account may only be invested in “Short Term Investments” in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. (b) The Escrow Agent shall be entitled to sell or redeem any such investments as the Escrow Agent deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice. (c) At any time pursuant to this Escrow Agreement interest and investment income earned on Escrowed Funds deposited in the Escrow Account (“Escrow Income”) is to be paid to a subscriber, the Escrow Agent shall promptly provide directly to such subscriber the amount of Escrow Income payable to such subscriber; provided that the Escrow Agent is in possession of such subscriber’s executed IRS Form W-9. In the event an executed IRS Form W-9 is not received for each subscriber the Escrow Agent shall have no obligation to return Escrow Income to any subscriber until after it has received an executed and valid IRS Form W-9 executed by the subscriber and shall remit an amount to the subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any Escrow Income attributable to those subscribers for whom the Escrow Agent does not possess an executed IRS Form W-9. Escrow Income shall be remitted to subscribers at the address provided by the Distribution Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon, and without any deductions for escrow expenses. (d) The Company agrees to indemnify and hold the Escrow Agent harmless from and against any and all taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to the Escrowed Funds unless any such tax, addition for late payment, interest, penalties and other expenses shall be determined by a court of competent jurisdiction to have been caused by the Escrow Agent’s gross negligence or willful misconduct. The terms of this paragraph shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

Escrowed Funds. An escrow fund in the initial amount of ONE HUNDRED THOUSAND DOLLARS (a$100,000) ("Escrow Fund") will be established by the payment by Xxxxxx to Reinsurer at Closing to cover on-going differences between Reinsured Policy Obligations and other liabilities or claims asserted or threatened against Reinsurer which Reinsurer elects to pay out of the escrow fund. The "Adjudication Rules" applicable to claims payable out of the Escrow Agent Fund shall promptly invest be as follows. Prior to paying same, Reinsurer shall provide written notice to Xxxxxx (or their designated agent) in effect requesting approval to make the Escrowed Fundspayment and setting a time limit for receipt of approval or disapproval in writing from such agent, including any and all interest and investment incomethe time limit to be not less than twenty-four hours but longer if the circumstances permit (not to exceed three business days). If said agent approves the making of the payment, or fails to respond as aforesaid within said time limit, Reinsurer shall make the payment in accordance with said request. If said agent disapproves the written instructions provided making of such payment, Xxxxxx shall be liable for all consequences resulting therefrom, and shall indemnify, defend and hold harmless Reinsurer against all "Losses" as a result thereof as defined and set forth in Article XV hereof. If Reinsurer elects to make such payment notwithstanding disapproval as aforesaid, Reinsurer shall provide prompt notice thereof to Xxxxxx, in which case Xxxxxx may protest the payment of same out of the Escrow Fund by giving notice pursuant to the Escrow Agent and signed by the CompanyArbitration Agreement, thereby initiating an arbitration proceeding regarding such matter. In the absence of written investment instructions from the Company, the Escrow Agent shall deposit and invest the Escrowed Funds, including any and all interest and investment income, in [ • ], a UMB money market deposit account. Any interest received by the Escrow Agent with respect to the Escrowed Fundsarbitration of such matter, including reinvested interest the Arbitrating Panel shall become part of the Escrowed Fundspresume that Reinsurer's payment was justified and should have been made, and give weight to the practical need to make payments when the amount in controversy is relatively low, compared to the costs and risks of engaging in a contested claim process with the claimant, and Xxxxxx shall have the burden of proof before the Arbitrating Panel. The amount in the Escrow Fund shall be disbursed replenished by Xxxxxx within ten days following notice from Reinsurer that it has fallen below the "minimum" amount. The minimum amount shall be the initial $100,000, declining $1,000 per month, except that it shall not decline below $50,000. The fund shall be entrusted to Reinsurer, in trust, to hold for Xxxxxx as the owner thereof, pursuant to this Agreement, and Xxxxxx shall be credited with the interest income earned thereon. Said Escrow AgreementFund shall be maintained in a money market account selected by Reinsurer. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on the Escrowed Funds in any tax year shall be taxable to the to the person or entity receiving the interest or other taxable income. Notwithstanding anything herein to the contrary, funds balance remaining in the Escrow Account may only be invested in “Short Term Investments” in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. (b) The Escrow Agent Fund shall be entitled returned to sell or redeem any such investments as Xxxxxx upon the expiration of a thirty-six- month period when there has been no claim made that is the subject of reimbursement from the Escrow Agent deems necessary to make any payments or distributions required under this Escrow AgreementFund as provided herein. The Escrow Agent shall have no responsibility fact that a claim is paid or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice. (c) At any time pursuant to this Escrow Agreement interest and investment income earned on Escrowed Funds deposited in the Escrow Account (“Escrow Income”) is to be paid to a subscriber, the Escrow Agent shall promptly provide directly to such subscriber the amount of Escrow Income payable to such subscriber; provided that the Escrow Agent is in possession of such subscriber’s executed IRS Form W-9. In the event an executed IRS Form W-9 is not received for each subscriber the Escrow Agent shall have no obligation to return Escrow Income to any subscriber until after it has received an executed and valid IRS Form W-9 executed by the subscriber and shall remit an amount to the subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any Escrow Income attributable to those subscribers for whom the Escrow Agent does not possess an executed IRS Form W-9. Escrow Income shall be remitted to subscribers at the address provided by the Distribution Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon, and without any deductions for escrow expenses. (d) The Company agrees to indemnify and hold the Escrow Agent harmless from and against any and all taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to the Escrowed Funds unless any such tax, addition for late payment, interest, penalties and other expenses shall be determined by a court of competent jurisdiction to have been caused by the Escrow Agent’s gross negligence or willful misconduct. The terms of this paragraph shall survive the assignment or termination of this Escrow Agreement and the resignation or removal settled out of the Escrow AgentFund shall not relieve Xxxxxx from its duty to indemnify, defend and hold harmless Reinsurer as provided in this Agreement to the extent of any "Loss" (as defined in this Article XV) in excess of the amount paid from the Escrow Fund.

Escrowed Funds. (a) The Seller hereby instructs the Title Company to retain from the “Purchase Price,” as that term is defined in Section 3.1 of the Purchase Agreement, and to hold in the Escrow Agent shall promptly invest after the Escrowed Funds, including any and all interest and investment income, Effective Date in accordance with the written instructions provided to the Escrow Agent and signed by the Company. In the absence terms of written investment instructions from the Company, the Escrow Agent shall deposit and invest the Escrowed Funds, including any and all interest and investment income, in [ • ], a UMB money market deposit account. Any interest received by the Escrow Agent with respect to the Escrowed Funds, including reinvested interest shall become part of the Escrowed Funds, and shall be disbursed pursuant to this Escrow Agreement. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on the Escrowed Funds in any tax year shall be taxable to the to the person or entity receiving the interest or other taxable income. Notwithstanding anything herein to the contrarySection 9, funds in the Escrow Account may only be invested in aggregate amount of Nine Hundred Twelve Thousand Two Hundred Seventy and 77/100 Dollars ($912,270 77) (collectively, the “Short Term Investments” in compliance with Rule 15c2-4 Escrowed Funds”), which Purchaser and Seller acknowledge and agree consist of the Securities Exchange Act of 1934, as amended. following: (bi) The Escrow Agent shall be entitled to sell or redeem any such investments as the Escrow Agent deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice. (c) At any time pursuant to this Escrow Agreement interest and investment income earned on Escrowed Funds deposited funds in the Escrow Account (“Escrow Income”) is to be paid to a subscriber, the Escrow Agent shall promptly provide directly to such subscriber the amount of Escrow Income payable the Modis Estimated Cost (the “Modis Escrowed Funds”) to such subscriber; provided that the Escrow Agent is in possession of such subscribersecure Seller’s executed IRS Form W-9. In the event an executed IRS Form W-9 is not received for each subscriber the Escrow Agent shall have no obligation to return Escrow Income complete the Modis Tenant Improvements and to any subscriber until after it has received an executed pay the Modis Relocation Costs; (ii) funds in the amount of the Robeks Estimated Cost (the “Robeks Escrowed Funds”) to secure Seller’s obligation to complete the Robeks Tenant Improvements and valid IRS Form W-9 executed by to pay the subscriber Robeks Moving Costs, (iii) funds in the amount of the Xxxxxx Estimated Cost (the “Xxxxxx Escrowed Funds”) to secure Seller’s obligation to complete the Xxxxxx Tenant Improvements and shall remit to perform the Xxxxxx Relocation and to pay the Xxxxxx Moving Costs; (iv) funds in the amount of the First Tennessee Estimated Cost (the “First Tennessee Escrowed Funds”) to secure Seller’s obligation to complete the First Tennessee Tenant Improvements and to pay the First Tennessee Moving Costs; (v) funds in the amount of the Xxxxxx Estimated Cost (the “Xxxxxx Escrowed Funds”) to secure Seller’s obligation to complete the Xxxxxx Tenant Improvements and to pay the Xxxxxx Moving Costs; (vi) funds in the amount of One Hundred Thirty-Eight Thousand Seven Hundred Twenty-Seven and 71/100 ($138,727.71) (the “Contingency Escrowed Funds”) (which Seller and Purchaser acknowledge and agree represents an amount equal to twenty percent (20%) of the subscribers total “Relocating Tenant Escrowed Funds,” as that term is defined below), to secure Seller’s obligations generally to complete the Post Closing Work and to cause the Completion Date to occur; and (vii) funds in accordance with the provisions hereofamount of Seventy-Nine Thousand Nine Hundred Four and 51/100 Dollars ($79,904.51) (the “Delayed Completion Escrowed Funds”) (which Seller and Purchaser acknowledge and agree represents two months’ Basic Rent which would otherwise be due from Northrop Grumman for the Second Floor Expansion Space under the Northrop Amendment) to secure Seller’s obligation to pay the Delayed Completion Damages, withholding if any. Each of the applicable percentage for backup withholding required by Modis Escrowed Funds, the Internal Revenue CodeRobeks Escrowed Funds, the Xxxxxx Escrowed Funds, the first Tennessee Escrowed Funds and the Xxxxxx Escrowed Funds may be referred to herein, individually, as then in effect, from any Escrow Income attributable to those subscribers for whom the Escrow Agent does not possess an executed IRS Form W-9. Escrow Income shall be remitted to subscribers at the address provided by the Distribution Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon, and without any deductions for escrow expenses“Relocating Tenant Escrowed Funds. (d) The Company agrees to indemnify and hold the Escrow Agent harmless from and against any and all taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to the Escrowed Funds unless any such tax, addition for late payment, interest, penalties and other expenses shall be determined by a court of competent jurisdiction to have been caused by the Escrow Agent’s gross negligence or willful misconduct. The terms of this paragraph shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.”

Escrowed Funds. (a) The Escrow Agent On the Closing Date, the Acquiror shall promptly invest deposit $8,270,000 (the "Escrowed Funds") with Wachovia Bank National Association, including any Corporate Trust Administration-VA 9646, 0000 Xxxx Xxxx Xxxxxx, 3rd Floor, Richmond, VA 23219, Attn: Xxx X. Xxxxxxx (the "Escrow Agent"), by wire transfer of immediately available funds to such bank and all interest and investment income, in accordance with the written instructions provided to the Escrow Agent and signed by the Company. In the absence of written investment instructions from the Company, the Escrow Agent shall deposit and invest the Escrowed Funds, including any and all interest and investment income, in [ • ], a UMB money market deposit account. Any interest received account specified by the Escrow Agent with respect to the Escrowed Funds, including reinvested interest shall become part of the Escrowed Funds, and shall be disbursed pursuant to this Escrow Agreement. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on the Escrowed Funds in any tax year shall be taxable to the to the person or entity receiving the interest or other taxable income. Notwithstanding anything herein to the contrary, funds in the Escrow Account may only be invested in “Short Term Investments” in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amendedAgent. (b) The Escrow Agent Escrowed Funds shall be entitled to sell or redeem any such investments as held by the Escrow Agent deems necessary pursuant to make any payments or distributions required under the terms and conditions set forth in Section 1.3(c) of this Agreement, and the Escrow Agreement to be entered into on the Closing Date among the Acquiror, the Seller and the Escrow Agent, in the form attached hereto as Exhibit C (the "Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice"). (c) At any time pursuant Except as provided below, the Seller will be entitled to this Escrow Agreement interest and investment income earned on obtain a disbursement from the Escrowed Funds deposited in the Escrow Account (“Escrow Income”) is to be paid to a subscriber, the Escrow Agent shall promptly provide directly to such subscriber the amount of Escrow Income payable $1,654,000 on each of the first five anniversaries of the Closing Date (collectively, the "Atlanta Installment Payments"). If the Company for any reason ceases to such subscriber; provided provide FBO services at the Atlanta Xxxxxxxxxx Airport (the "Atlanta FBO Location") or receives notification that it will be required to cease to provide FBO services at the Escrow Agent is Atlanta FBO Location prior to payment in possession full of such subscriber’s executed IRS Form W-9. In the event an executed IRS Form W-9 is Atlanta Installment Payments, the Atlanta Installment Payments not received for each subscriber the Escrow Agent shall have no obligation to return Escrow Income to any subscriber until after it has received an executed and valid IRS Form W-9 executed by the subscriber and shall remit an amount yet disbursed from escrow will be disbursed from escrow to the subscribers Acquiror in accordance with the provisions hereofEscrow Agreement after the earlier to occur of the date on which the Company ceases to provide such FBO services or the date the Company receives the aforementioned notification. If, withholding prior to disbursement from escrow of all the applicable percentage Atlanta Installment Payments, the Company, a Subsidiary of the Company or an affiliate of the Acquiror enters into a lease and agreement for backup withholding required by services at the Internal Revenue CodeAtlanta FBO Location with a lease term of at least five years and approvals from all requisite authorities relating thereto shall have been obtained (a "Qualifying Lease"), as then the Atlanta Installment Payments not yet disbursed from escrow will be disbursed from escrow in effect, from any Escrow Income attributable to those subscribers for whom accordance with the Escrow Agent does not possess an executed IRS Form W-9. Escrow Income Agreement as follows: (i) if the Final Price (as defined below) is greater than or equal to $10,270,000, then 100% of such payments shall be remitted to subscribers at the address provided by the Distribution Manager or the Company disbursed to the Escrow AgentSeller; or (ii) if the Final Price is less than $10,270,000, which then an amount equal to the Escrow Agent Final Price less (A) all Atlanta Installment Payments previously disbursed to the Seller and (B) $2,000,000, shall be entitled disbursed to rely uponthe Seller, and without any deductions for escrow expenses. (d) The Company agrees to indemnify and hold funds remaining in the Escrow Agent harmless from and against any and all taxesescrow, additions for late paymentexcluding investment income, interest, penalties and other expenses that may shall be assessed against the Escrow Agent on or with respect disbursed to the Escrowed Funds unless any Acquiror. Investment income earned on the Atlanta Installment Payments will be retained in the escrow account until final disbursement and such tax, addition for late payment, interest, penalties income will be allocated and other expenses shall be determined by a court of competent jurisdiction to have been caused by disbursed between the Escrow Agent’s gross negligence or willful misconduct. The terms of this paragraph shall survive the assignment or termination of this Escrow Agreement Seller and the resignation or removal Acquiror pro rata based on the amount of the Escrow AgentAtlanta Installment Payments disbursed to each of the Seller and the Acquiror.

Escrowed Funds. (a) The Escrow Agent shall promptly invest the Escrowed Funds, including any and all interest and investment income, in accordance with the written instructions provided to the Escrow Agent and signed by the Company. In the absence of written investment instructions from the Company, the Escrow Agent shall deposit and invest the Escrowed Funds, including any and all interest and investment income, in [ • ]UMB Money Market Special, a UMB money market deposit account. Any interest received by the Escrow Agent with respect to the Escrowed Funds, including reinvested interest shall become part of the Escrowed Funds, and shall be disbursed pursuant to this Escrow Agreement. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on the Escrowed Funds in any tax year shall be taxable to the to the person or entity receiving the interest or other taxable income. Notwithstanding anything herein to the contrary, funds in the Escrow Account may only be invested in “Short Term Investments” in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. (b) The Escrow Agent shall be entitled to sell or redeem any such investments as the Escrow Agent deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice. (c) At any time pursuant to this Escrow Agreement interest and investment income earned on Escrowed Funds deposited in the Escrow Account (“Escrow Income”) is to be paid to a subscriber, the Escrow Agent shall promptly provide directly to such subscriber the amount of Escrow Income payable to such subscriber; provided that the Escrow Agent is in possession of such subscriber’s executed IRS Form W-9. In the event an executed IRS Form W-9 is not received for each subscriber subscriber, the Escrow Agent shall have no obligation to return Escrow Income to any subscriber until after it has received an executed and valid IRS Form W-9 executed by the subscriber and shall remit an amount to the subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any Escrow Income attributable to those subscribers for whom the Escrow Agent does not possess an executed IRS Form W-9. Escrow Income shall be remitted to subscribers at the address provided by the Distribution Intermediary Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon, and without any deductions for escrow expenses. (d) The Company agrees to indemnify and hold the Escrow Agent harmless from and against any and all taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to the Escrowed Funds unless any such tax, addition for late payment, interest, penalties and other expenses shall be determined by a court of competent jurisdiction to have been caused by the Escrow Agent’s gross negligence or willful misconduct. The terms of this paragraph shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

Escrowed Funds. (a) The Escrow Agent shall promptly invest Upon the termination of this Agreement, the Escrowed FundsFunds and Escrowed Documents shall be pre-paid insurance premiums, including any and all interest and investment incomeconcession inventories, in accordance with the written instructions provided to theater supplies from the Escrow Agent and signed Funds distributed as follows: (i) if the Agreement shall be terminated by the Company. In the absence of written investment instructions from the CompanyGG pursuant to Section 10.1(b)(iii)(B), the Escrow Agent shall deposit pay from the Escrow Funds (A) directly to the landlord, under the Lease, all rent due and invest owing to the Escrowed Funds, including any landlord (a "Rental Payment Amount") on the date of the delivery of the Notice of Termination and shall continue to pay such rent as subsequently becomes due for the theater until the earlier of (1) the date on which the GG Group shall first charge admission for entrance to the Theater or (2) the end of the six month period immediately following the delivery of the Notice of Termination and (B) directly to the GG Group all Retention Fees which would have been due and payable to the GG Group through the end of the Contract Year during which the Notice of Termination was delivered to the Clearview Group together with interest and investment income, in [ • ], a UMB money market deposit account. Any interest received at twelve percent per annum on such amount calculated from the date of delivery of the Notice of Termination through the date on which such payment is made by the Escrow Agent with respect to the Escrowed Funds, including reinvested interest GG Group (the "Retention Fee Amount") and shall become part of release the Escrowed Funds, and shall be disbursed pursuant to this Escrow Agreement. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on the Escrowed Funds in any tax year shall be taxable Documents to the GG Group. Not less than twenty-four hours after the first date upon which the GG Group shall first charge admission for entrance to the person or entity receiving Theater, the interest or other taxable incomeGG Group shall notify the Escrow Agent in writing of such occurrence (each an "Operation Notice"). Notwithstanding anything herein If the GG Group shall fail to so notify the Escrow Agent, the Clearview Group may deliver such notice to the contrary, funds in the Escrow Account may only be invested in “Short Term Investments” in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amendedAgent. (bii) The Escrow Agent if the Agreement shall expire or shall be entitled to sell or redeem any such investments as the Escrow Agent deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability terminated for any loss which may result from any investment or sale reason other than the termination of investment made the Agreement by the GG Group pursuant to this Escrow Agreement. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice. (c) At any time pursuant to this Escrow Agreement interest and investment income earned on Escrowed Funds deposited in the Escrow Account (“Escrow Income”) is to be paid to a subscriberSection 10.1(b)(iii)(B), the Escrow Agent shall promptly provide directly immediately release the Escrowed Funds and the Escrowed Documents (other than Exhibit E) signed by the Clearview Group to such subscriber the amount of Escrow Income payable to such subscriberClearview Group; provided provided, however, that if the Escrow Agent is in possession of such subscriber’s executed IRS Form W-9. In Agreement shall expire or be terminated for a reason other than default by the event an executed IRS Form W-9 is not received for each subscriber GG Group, the Escrow Agent shall have no obligation to return Escrow Income to any subscriber until after it has received an executed and valid IRS Form W-9 executed by the subscriber and shall remit an amount release to the subscribers in accordance with GG Group the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any Escrow Income attributable to those subscribers for whom the Escrow Agent does not possess an executed IRS Form W-9. Escrow Income shall be remitted to subscribers at the address provided by the Distribution Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon, and without any deductions for escrow expenses. (d) The Company agrees to indemnify and hold the Escrow Agent harmless from and against any and all taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to the Escrowed Funds unless any such tax, addition for late payment, interest, penalties and other expenses shall be determined by a court of competent jurisdiction to have been caused by the Escrow Agent’s gross negligence or willful misconduct. The terms of this paragraph shall survive the assignment or termination of this Escrow Agreement and the resignation or removal amount of the Escrow AgentFunds equal to the amounts owed by the Clearview Group to the GG Group and to the lessors under the Leases, including amounts due to the GG Group and to the lessors until the Clearview Group shall have delivered possession of the Theaters to the GG Group.

Escrowed Funds. (a) The Adorno & Yoss, P.A., as escrow agent (the "Escrow Agent Agent") xxxxx holx, xelease and disburse pursuant to the terms of this Agreement the sum of $250,000.00 (the "Escrowed Funds"). (b) In the event of a Seller breach of any of its covenants or obligations under Section 3 hereof, Purchase shall promptly invest have the right, but not the obligation, to remedy such Seller's breach; provided, however, that if Seller has commenced and is using diligent efforts to comply with Seller's covenants and obligations under Section 3 hereinabove, Purchaser shall, upon Seller's written request, grant Seller a 15 day extension/grace period from the Turnover Date within which Seller shall fully comply with Seller's covenants and obligations under Section 3 hereinabove, prior to being entitled to make any claim to the Escrowed Funds. In the event that Seller does not timely comply with its covenants or obligations under Section 3 hereof, the Escrowed Funds, including any and all interest and investment income, in accordance with the upon Purchaser written instructions provided to the Escrow Agent and signed notice to Seller, shall be forwarded to Purchaser to apply towards (i) any cost incurred by Purchaser in remedying Seller's breach of, or (ii) damage suffered by Purchaser due to Seller's breach of, Seller's covenants or obligations under Section 3 hereof. (c) Upon written instruction from Purchaser confirming Seller's compliance with the Company. In the absence terms of written investment instructions from the Companythis Agreement, the Escrow Agent shall deposit and invest release the Escrowed Funds, including any or the balance thereof, to Seller, whereupon this Agreement shall be terminated and all interest the parties further obligations hereunder shall be released, unless specifically provided otherwise. Upon full compliance with Seller's covenants and investment incomeobligations under Section 3 hereof, in [ • ], a UMB money market deposit accountSeller shall provide written notice thereof to Purchaser and Escrow Agent. Any interest received Should Escrow Agent not receive written notice from Purchaser by the end of ten (10) days after the Escrow Agent with respect to the Escrowed FundsAgent's and Purchaser's receipt of Seller's notice, including reinvested interest it shall become part of the Escrowed Fundsbe presumed that Seller has satisfied its obligations under Section 3, and shall be disbursed pursuant to this Escrow Agreement. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on the Escrowed Funds in any tax year shall promptly thereupon be taxable released to the to the person or entity receiving the interest or other taxable income. Notwithstanding anything herein to the contrary, funds in the Escrow Account may only be invested in “Short Term Investments” in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amendedSeller. (bd) The Escrow Agent shall be entitled If there is any dispute as to sell or redeem any such investments as the Escrow Agent deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge that whether the Escrow Agent is not providing investment supervisionobligated to deliver any monies, recommendations, and/or documents which it holds or advice. (c) At any time pursuant as to this Escrow Agreement interest and investment income earned on Escrowed Funds deposited in the Escrow Account (“Escrow Income”) is whom said monies and/or documents are to be paid to a subscriberdelivered, the Escrow Agent shall promptly provide directly not be obligated to make any delivery, but, in such subscriber event, may, in its sole and absolute discretion, hold same until receipt by the amount Escrow Agent of an authorization, in writing, signed by all the parties having an interest in such dispute directing the disposition of same; or, in the absence of such authorization, the Escrow Income payable Agent may hold said monies and/or documents until the final determination of the rights of the parties in an appropriate proceeding. The Escrow Agent may rely on any writing signed or purported to be signed by or on behalf of any party without independent investigation on the part of the Escrow Agent to determine the authenticity of such subscriber; provided writing. If such written authorization is not given or proceeding for such determination not begun and diligently continued, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies and/or documents in court, pending such determination. In the event that the Escrow Agent is places the monies and/or documents that have actually been delivered to the Escrow Agent in possession the Registry of such subscriber’s executed IRS Form W-9the Circuit Court in and for Miami-Dade County, Florida and files an action of interpleader naming the parties hereto, the Escrow Agent shall be released and delivered from any and all further obligation and liability hereunder or in connection herewith. In the event an executed IRS Form W-9 is of any such delivery of monies and/or documents by the Escrow Agent into said Registry of the Circuit Court, the Escrow Agent shall be authorized to represent any party to this Escrow Agreement, as the case may be, with respect to any litigation, and in this regard, each party expressly consents and shall not received object to such representation. However, in no event shall Escrow Agent withhold payment of the Escrowed Funds or interplead the Escrowed Funds for each subscriber any alleged violation of the Agreement or any reason other than noncompliance with this Escrow Agreement. (e) The parties hereto hereby release the Escrow Agent from all liability concerning this Escrow Agreement, absent bad faith or fraud, and upon making delivery of the monies and/or documents which the Escrow Agent holds in accordance with the terms of this Escrow Agreement, the Escrow Agent shall have no obligation further liability except for liabilities arising prior to return Escrow Income to any subscriber until after it has received an executed such delivery. The parties hereto hereby jointly and valid IRS Form W-9 executed by the subscriber and shall remit an amount to the subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any Escrow Income attributable to those subscribers for whom the Escrow Agent does not possess an executed IRS Form W-9. Escrow Income shall be remitted to subscribers at the address provided by the Distribution Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon, and without any deductions for escrow expenses. (d) The Company agrees to severally indemnify and hold the Escrow Agent harmless from and against any and all taxesdamages or losses arising hereunder or in connection herewith including, additions for late paymentbut not limited to, interest, penalties all costs and other expenses that may be assessed against incurred by the Escrow Agent on in connection with the filing of such action including, but not limited to, reasonable attorneys' fees for the Escrow Agent's attorneys through all trial and appellate levels, except in the case of the Escrow Agent's bad faith or fraud. The Escrow Agent shall receive no fee or compensation for acting as the Escrow Agent with respect to the Escrowed Funds unless any such taxtransactions contained herein. However, addition for late payment, interest, penalties and other expenses nothing herein shall be determined by a court of competent jurisdiction to have been caused by preclude the Escrow Agent’s gross negligence or willful misconduct. The terms of this paragraph shall survive the assignment or termination of this Escrow Agreement Agent from representing a party and the resignation or removal of the Escrow Agentreceiving legal fees for such representation.

Escrowed Funds. (ai) The Escrow Agent Any indemnification payment required to be made by the Companies or the Shareholders pursuant to Sections 11.2 and 11.4 shall promptly invest first be paid by release of all or a portion, as applicable, of the Escrowed FundsFunds as set forth in Section 2.1 and pursuant to the terms of the Escrow Agreement. Within three (3) Business Days of liquidation or final determination of claims required to be paid by the Companies or the Shareholders pursuant to Sections 11.2 and 11.4, including any Buyer and all interest the Companies shall jointly execute and investment income, in accordance with the written instructions provided deliver to the Escrow Agent and signed by the Company. In the absence of a written investment instructions from the Company, notice instructing the Escrow Agent shall deposit and invest to release Escrowed Funds in an amount equal to such indemnification payment (or, if such payment exceeds the Escrowed Funds, including any and all interest and investment income, in [ • ], a UMB money market deposit account. Any interest received by the Escrow Agent with respect to the Escrowed Funds, including reinvested interest shall become part amount of the Escrowed Funds, and the entire Escrowed Funds). (ii) The Escrowed Funds shall be disbursed pursuant to this Escrow Agreement. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on as follows: (1) If the amount of the Escrowed Funds as of the date that is the eighteen month anniversary of the Effective Date (such date, the “Escrow Termination Date;” and such amount of Escrowed Funds as of such date, the “Escrow Balance”) exceeds the aggregate amount of the unpaid claims by the Buyer Indemnified Parties (including the entire claimed amount in any tax year dispute) associated with all unresolved claims of the Buyer Indemnified Parties, then within three (3) Business Days thereafter Buyer and the Companies shall be taxable jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to disburse to the person or entity receiving the interest or other taxable income. Notwithstanding anything herein to the contrary, funds in Companies from the Escrow Account may only be invested in “Short Term Investments” in compliance with Rule 15c2-4 an amount equal to the amount by which the Escrow Balance (including any interest and other amounts earned thereon) as of the Securities Exchange Act Escrow Termination Date exceeds the sum of 1934, as amendedsuch unpaid amount of unpaid claims. (b2) The Escrow Agent shall be entitled to sell or redeem any such investments as Following the Escrow Agent deems necessary to make any payments or distributions required under this Termination Date, each time an unresolved claim of the Buyer Indemnified Parties (an “Unresolved Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice. (c) At any time pursuant to this Escrow Agreement interest and investment income earned on Escrowed Funds deposited in the Escrow Account (“Escrow IncomeClaim”) is to be paid to a subscriber, the Escrow Agent shall promptly provide directly to such subscriber the amount of Escrow Income payable to such subscriber; provided that the Escrow Agent is in possession of such subscriber’s executed IRS Form W-9. In the event an executed IRS Form W-9 is not received for each subscriber the Escrow Agent shall have no obligation to return Escrow Income to any subscriber until after it has received an executed and valid IRS Form W-9 executed by the subscriber and shall remit an amount to the subscribers finally determined in accordance with this Section 11, Buyer and the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any Escrow Income attributable to those subscribers for whom the Escrow Agent does not possess an executed IRS Form W-9. Escrow Income Companies shall be remitted to subscribers at the address provided by the Distribution Manager or the Company jointly execute and deliver to the Escrow Agent, within three (3) Business Days after the final resolution of each such Unresolved Escrow Claim, a written notice instructing the Escrow Agent to deliver the payment from the Escrowed Funds of all amounts, if any, owing to the Buyer Indemnified Party that asserted such Unresolved Escrow Claim, and a written notice instructing the Escrow Agent to disburse to the Companies from the Escrowed Funds an amount equal to the amount by which the Escrow Agent shall be entitled to rely upon, and without Balance (including any deductions for escrow expenses. (d) The Company agrees to indemnify and hold the Escrow Agent harmless from and against any and all taxes, additions for late payment, interest, penalties interest and other expenses that may be assessed against the Escrow Agent on or with respect to the Escrowed Funds unless any such tax, addition for late payment, interest, penalties and other expenses shall be determined by a court of competent jurisdiction to have been caused by the Escrow Agent’s gross negligence or willful misconduct. The terms of this paragraph shall survive the assignment or termination of this Escrow Agreement and the resignation or removal amounts earned thereon) as of the date of the disbursement exceeds the aggregate amount of the unpaid claims, if any, associated with any remaining Unresolved Escrow AgentClaims.

Escrowed Funds. Out of the Closing Date Purchase Payment and as soon as such escrow account is opened, Purchasers shall deposit in escrow with HSBC (a“Escrow Agent”): (A) The Escrow Agent shall promptly invest Nine Million Five Hundred Thousand Dollars (US$9,500,000.00) (the “General Escrowed Funds”), including in immediately available funds for the general obligations of the Owners set forth hereunder, for the obligations of the Seller Local Entities under the Local Purchase Agreements, and for any and all interest and investment income, other purposes set forth in the Escrow Agreement; to be released upon each of: (I) the making of the Final Working Capital Purchase Price Adjustment in accordance with Section 1.03(e); and (II) the written instructions provided expiration of the Escrow Term as defined in the Escrow Agreement (18 months following Closing); provided, however, that subject to the Escrow Agent and signed by the Company. In the absence provisions of written investment instructions from the CompanySection 1.06(b) hereof, the Escrow Agent shall deposit and invest the Escrowed Funds, including any and all interest and investment income, in [ • ], a UMB money market deposit account. Any interest received by the Escrow Agent with respect to the Escrowed Funds, including reinvested interest shall become part of the Escrowed Funds, and shall be disbursed pursuant to this Escrow Agreement. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on the Escrowed Funds in any tax year shall not be the limit of Owners’ obligations hereunder or under the Local Purchase Agreements, and (B) Two Million Five Hundred Thousand Dollars (US$2,500,000) of the General Escrowed Funds shall be taxable paid (i) to Owners’ Representative for distribution upon the completion of the Wing Hung Production Centre/Office transfer of assets, the receipt of all required local permits and licenses, and as such assets become fully operational at the production capacity to support the person acquired Global Business or entity receiving (ii) to Brilliant Label Manufacturing Ltd., a Hong Kong Private limited company (“Brilliant”), an Affiliate of Purchasers, in the interest or other taxable income. Notwithstanding anything herein to the contraryevent that Owners’ Representative has been paid an amount equal thereto from another Affiliate of Purchasers, funds all as provided in the Escrow Account may only be invested in “Short Term Investments” in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amendedAgreement. (bC) The Escrow Agent shall With respect to those Purchased Assets that are intended to be entitled to sell transferred at Closing but cannot be accomplished in that timeframe or redeem any such investments the accomplishment of certain actions or results as the Escrow Agent deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge contemplated herein that the Escrow Agent is not providing investment supervision, recommendations, or advice. (c) At any time pursuant to this Escrow Agreement interest and investment income earned on Escrowed Funds deposited in the Escrow Account must be obtained post-Closing (“Escrow IncomePost-Closing Transfers/Actions”) is to be paid to a subscriber), the Escrow Agent shall promptly provide directly parties will work together to create a plan and timeline for completing/obtaining such subscriber Post-Closing Transfers/Actions and, if material to the amount of Escrow Income payable to such subscriber; provided that the Escrow Agent is in possession of such subscriber’s executed IRS Form W-9. In the event an executed IRS Form W-9 is not received for each subscriber the Escrow Agent shall have no obligation to return Escrow Income to any subscriber until after it has received an executed and valid IRS Form W-9 executed by the subscriber and shall remit an Global Business, will agree on a commercially reasonable escrow amount to secure the subscribers performance of Owners required in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any Escrow Income attributable to those subscribers for whom the Escrow Agent does not possess an executed IRS Form W-9. Escrow Income shall be remitted to subscribers at the address provided by the Distribution Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon, and without any deductions for escrow expensesconnection therewith. (d) The Company agrees to indemnify and hold the Escrow Agent harmless from and against any and all taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to the Escrowed Funds unless any such tax, addition for late payment, interest, penalties and other expenses shall be determined by a court of competent jurisdiction to have been caused by the Escrow Agent’s gross negligence or willful misconduct. The terms of this paragraph shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.