Common use of Establishment of Escrow Funds Clause in Contracts

Establishment of Escrow Funds. (a) Simultaneously with the execution and delivery hereof, Buyer has delivered by wire transfer of immediately available funds to the Escrow Agent the sum of $5,000,000 (the "Escrow Funds"). (b) The Escrow Agent shall act as custodian of the Escrow Funds and shall invest and reinvest the Escrow Funds as directed in writing from time to time by Buyer and Parent (on behalf of itself and US Seller) only in: (i) readily-marketable direct obligations of, or repurchase agreements collateralized by direct obligations of, the United States Government or backed by the full faith and credit of the United States Government; or (ii) certificates of deposit, time deposits, money market accounts or other interest-bearing deposits of commercial banks having total capital and surplus of at least $250,000,000. The Escrow Agent shall have no responsibility for determining such obligations and shall have no liability whatsoever for any investment losses resulting from the investment or reinvestment of the Escrow Funds, except as a result of (x) a breach of this Escrow Agreement or (y) gross negligence, bad faith or willful misconduct by the Escrow Agent. (c) In accordance with the provisions of Section 2.1, any interest or other income received on such investment and reinvestment of the Escrow Funds shall be held as part of the Escrow Funds and may be used to satisfy Buyer's claims for Damages incurred or suffered by Buyer in connection with Special Pre-Closing Environmental Conditions pursuant to Section 10.03 of the Purchase Agreement (the "Escrow Claims"). To the extent not so used, such interest and income shall be disbursed to Parent and US Seller upon release of the Escrow Funds to Parent and US Seller at the end of the term of the Escrow Funds pursuant to Section 2.1 of this Escrow Agreement. Neither US Seller nor Parent has any legal or beneficial interest in the Escrow Funds or in any interest or other income received on the investment and reinvestment of the Escrow Funds, unless and until the Escrow Agent has received the joint written instructions referred to in Section 2.1.

Establishment of Escrow Funds. (a) Simultaneously with the execution of this Escrow Agreement, at the direction of the Company (which by its execution hereof it shall be deemed to have given), each Holder shall deposit, as payment in full for such Holder’s Notes, pursuant to a wire transfer, the aggregate principal dollar amount of Notes as is set forth opposite its name in Schedule I hereto (the “Escrow Funds”) with the Escrow Agent. If and delivery hereofto the extent the conditions set forth in Section 5 of this Escrow Table of Contents Agreement have been met with respect to the release of the Escrow Funds, Buyer has the Escrow Funds shall be delivered to the Company by wire transfer of immediately available funds to the Escrow Agent in accordance with such Section 5. If and to the sum extent the conditions set forth in Section 6 of $5,000,000 (this Escrow Agreement have been met with respect to the "release of the Escrow Funds"), Escrow Funds in an amount equal to the Mandatory Repurchase Amount shall be delivered to the Trustee (or Paying Agent under the Indenture, as applicable) to fund the Repurchase (as defined in the Indenture) and, if applicable, that portion of the Escrow Funds representing the Excess Amount shall be delivered to the Company. The Escrow Agent shall hold, subject to the terms and conditions hereof, such cash and shall make such investments and reinvestments of the escrowed cash as may be permitted pursuant to Section 3 hereof, which, together with the income from such investments, shall become the Escrow Funds. (b) The Simultaneously with the execution of this Escrow Agent Agreement, for administrative convenience only, the Company shall act as custodian deliver the Notes to the Escrow Agent, on behalf and at the direction of the Escrow Funds Holder (which by its execution hereof it shall be deemed to have given), to be held for the benefit of such Holder. Upon such delivery, such Notes shall be deemed outstanding under the Indenture and the Holder shall invest and reinvest the Escrow Funds have all rights of a Holder of Notes thereunder. The Notes shall be delivered as directed in writing from time to time by Buyer and Parent (on behalf of itself and US Seller) only infollows: (i) readily-marketable direct obligations ofto the Holder of such Notes, or repurchase agreements collateralized by direct obligations of, if and to the United States Government or backed by extent the full faith and credit conditions set forth in Section 5 of this Escrow Agreement have been met with respect to the United States Government; or (ii) certificates of deposit, time deposits, money market accounts or other interest-bearing deposits of commercial banks having total capital and surplus of at least $250,000,000. The Escrow Agent shall have no responsibility for determining such obligations and shall have no liability whatsoever for any investment losses resulting from the investment or reinvestment release of the Escrow Funds, except as a result and (ii) to the Trustee for cancellation on behalf of (x) a breach the Company, if and to the extent the conditions set forth in Section 6 of this Escrow Agreement or (y) gross negligencehave been met with respect to the release of the Escrow Funds. Notwithstanding the foregoing, bad faith or willful misconduct the Escrow Agent shall deliver to a Holder any Notes being held by the Escrow Agent for such Holder upon the written request by such Holder to the Escrow Agent. (c) In accordance with the provisions of Section 2.1, any interest or other income received on such investment and reinvestment of the Escrow Funds shall be held as part of the Escrow Funds and may be used to satisfy Buyer's claims for Damages incurred or suffered by Buyer in connection with Special Pre-Closing Environmental Conditions pursuant to Section 10.03 of the Purchase Agreement (the "Escrow Claims"). To the extent not so used, such interest and income shall be disbursed to Parent and US Seller upon release of the Escrow Funds to Parent and US Seller at the end of the term of the Escrow Funds pursuant to Section 2.1 of this Escrow Agreement. Neither US Seller nor Parent has any legal or beneficial interest in the Escrow Funds or in any interest or other income received on the investment and reinvestment of the Escrow Funds, unless and until the Escrow Agent has received the joint written instructions referred to in Section 2.1.

Establishment of Escrow Funds. (a) Simultaneously with the execution of this Escrow Agreement, at the direction of the Company (which by its execution hereof it shall be deemed to have given), each Holder shall deposit, as payment in full for such Holder’s Notes, pursuant to a wire transfer, the aggregate principal dollar amount of Notes as is set forth opposite its name in Schedule I hereto (the “Escrow Funds”) with the Escrow Agent. If and delivery hereofto the extent the conditions set forth in Section 5 of this Escrow Agreement have been met with respect to the release of the Escrow Funds, Buyer has the Escrow Funds shall be delivered to the Company by wire transfer of immediately available funds to the Escrow Agent in accordance with such Section 5. If and to the sum extent the conditions set forth in Section 6 of $5,000,000 (this Escrow Agreement have been met with respect to the "release of the Escrow Funds"), Escrow Funds in an amount equal to the Mandatory Repurchase Amount shall be delivered to the Trustee (or Paying Agent under the Indenture, as applicable) to fund the Repurchase (as defined in the Indenture) and, if applicable, that portion of the Escrow Funds representing the Excess Amount shall be delivered to the Company. The Escrow Agent shall hold, subject to the terms and conditions hereof, such cash and shall make such investments and reinvestments of the escrowed cash as may be permitted pursuant to Section 3 hereof, which, together with the income from such investments, shall become the Escrow Funds. (b) The Simultaneously with the execution of this Escrow Agent Agreement, for administrative convenience only, the Company shall act as custodian deliver the Notes to the Escrow Agent, on behalf and at the direction of the Escrow Funds Holder (which by its execution hereof it shall be deemed to have given), to be held for the benefit of such Holder. Upon such delivery, such Notes shall be deemed outstanding under the Indenture and the Holder shall invest and reinvest the Escrow Funds have all rights of a Holder of Notes thereunder. The Notes shall be delivered as directed in writing from time to time by Buyer and Parent (on behalf of itself and US Seller) only infollows: (i) readily-marketable direct obligations ofto the Holder of such Notes, or repurchase agreements collateralized by direct obligations of, if and to the United States Government or backed by extent the full faith and credit conditions set forth in Section 5 of this Escrow Agreement have been met with respect to the United States Government; or (ii) certificates of deposit, time deposits, money market accounts or other interest-bearing deposits of commercial banks having total capital and surplus of at least $250,000,000. The Escrow Agent shall have no responsibility for determining such obligations and shall have no liability whatsoever for any investment losses resulting from the investment or reinvestment release of the Escrow Funds, except as a result and (ii) to the Trustee for cancellation on behalf of (x) a breach the Company, if and to the extent the conditions set forth in Section 6 of this Escrow Agreement or (y) gross negligencehave been met with respect to the release of the Escrow Funds. Notwithstanding the foregoing, bad faith or willful misconduct the Escrow Agent shall deliver to a Holder any Notes being held by the Escrow Agent for such Holder upon the written request by such Holder to the Escrow Agent. (c) In accordance with the provisions of Section 2.1, any interest or other income received on such investment and reinvestment of the Escrow Funds shall be held as part of the Escrow Funds and may be used to satisfy Buyer's claims for Damages incurred or suffered by Buyer in connection with Special Pre-Closing Environmental Conditions pursuant to Section 10.03 of the Purchase Agreement (the "Escrow Claims"). To the extent not so used, such interest and income shall be disbursed to Parent and US Seller upon release of the Escrow Funds to Parent and US Seller at the end of the term of the Escrow Funds pursuant to Section 2.1 of this Escrow Agreement. Neither US Seller nor Parent has any legal or beneficial interest in the Escrow Funds or in any interest or other income received on the investment and reinvestment of the Escrow Funds, unless and until the Escrow Agent has received the joint written instructions referred to in Section 2.1.

Establishment of Escrow Funds. (a) Simultaneously Following execution of this Agreement, on the date hereof and upon the closing of the transactions contemplated by the Contribution Agreement, AMID shall issue and deposit or cause to be deposited with the execution Escrow Agent, the General Indemnity Escrow Units, the Special Indemnity Escrow Units and delivery hereofthe Adjustment Escrow Units in book-entry form (collectively, Buyer has delivered by wire transfer and together with any dividends, distributions, earnings or other amounts paid with respect thereto or accrued thereon, and as reduced as a result of immediately available funds disbursements made from time to time in accordance with the procedures specified in this Agreement, the “Escrow Property”). AMID shall direct the Transfer Agent to deliver a written confirmation of the deposit of General Indemnity Escrow Units in the General Indemnity Escrow Fund, Special Indemnity Escrow Units in the Special Indemnity Escrow Fund and Adjustment Escrow Units in the Adjustment Escrow Fund. AMID shall deliver to the Escrow Agent a copy of the sum direction letter to the Transfer Agent. Upon the Escrow Agent’s receipt of $5,000,000 (confirmation from the "Transfer Agent, the Escrow Funds")Agent shall send notice to the Parties confirming receipt of the Escrow Units from AMID and the Escrow Property will be held and disbursed only in accordance with the express terms and conditions of this Agreement and the Contribution Agreement. (b) The With respect to any Escrow Units held in escrow by the Escrow Agent pursuant to this Agreement, for so long as such Escrow Units are so held, AMID shall act as custodian retain all voting rights with respect to such Escrow Units and upon disbursement of any Escrow Units to Holdings LP (the Escrow Funds “Holdings Disbursed Units”), AMID shall no longer have voting rights with respect to the Holdings Disbursed Units, and Holdings LP shall invest and reinvest have the Escrow Funds as directed in writing from time voting rights with respect to time by Buyer and Parent (on behalf of itself and US Seller) only in: (i) readily-marketable direct obligations of, or repurchase agreements collateralized by direct obligations of, the United States Government or backed by the full faith and credit of the United States Government; or (ii) certificates of deposit, time deposits, money market accounts or other interest-bearing deposits of commercial banks having total capital and surplus of at least $250,000,000Holdings Disbursed Units. The Escrow Agent shall have no responsibility for determining such obligations not vote any Escrow Units or Holdings Disbursed Units, and shall have no liability whatsoever for not execute or deliver any investment losses resulting from proxy to the investment or reinvestment of the Escrow Funds, except as a result of (x) a breach of this Escrow Agreement or (y) gross negligence, bad faith or willful misconduct by the Escrow Agent. (c) In accordance Transfer Agent with the provisions of Section 2.1, any interest or other income received on respect to voting such investment and reinvestment of the Escrow Funds shall be held as part of the Escrow Funds and may be used to satisfy Buyer's claims for Damages incurred or suffered by Buyer in connection with Special Pre-Closing Environmental Conditions pursuant to Section 10.03 of the Purchase Agreement (the "Escrow Claims"). To the extent not so used, such interest and income shall be disbursed to Parent and US Seller upon release of the Escrow Funds to Parent and US Seller at the end of the term of the Escrow Funds pursuant to Section 2.1 of this Escrow Agreement. Neither US Seller nor Parent has any legal or beneficial interest in the Escrow Funds or in any interest or other income received on the investment and reinvestment of the Escrow Funds, unless and units until the Escrow Agent has received the joint written instructions referred from AMID. The Escrow Agent shall deliver any proxy materials relating to the Escrow Units to AMID upon receipt of such proxy materials from the Transfer Agent. The Escrow Agent shall not be responsible for delivering a vote on behalf of AMID to the Transfer Agent in Section 2.1the event AMID does not provide written instructions to the Escrow Agent.

Establishment of Escrow Funds. (a) Simultaneously with the execution and delivery hereof, Buyer Purchaser has deducted from the Purchase Price payable under the Asset Purchase Agreement and delivered by wire transfer of immediately available funds to the Escrow Agent the sum of $5,000,000 1,500,000 (the "Escrow Funds"). (b) The Escrow Agent shall act as custodian of is hereby directed to invest the Escrow Funds in Wells Fargo 100% Treasury Money Xxxxxt Fund; provided, however, that Purchaser and shall Parent may jointly direct the Escrow Agent to invest and reinvest the Escrow Funds as directed in writing from time to time by Buyer and Parent (on behalf any combination of itself and US Seller) only in: the following: (i) readily-marketable direct obligations of, or repurchase agreements collateralized by direct obligations of, the United States Government or backed by the full faith and credit of the United States Government; or (ii) insured certificates of deposit, time deposits, money market accounts or other interest-bearing deposits of commercial banks having total capital and surplus of at least $250,000,000. The Escrow Agent shall have no responsibility for determining such obligations and shall have no liability whatsoever for any investment losses resulting from the investment or reinvestment of the Escrow Funds, except as a result of (x) for a breach of this Escrow Agreement or (y) Agreement, gross negligence, bad faith or willful misconduct by the Escrow Agent. (c) In accordance with the provisions of Section 2.1, any interest or other income received on such investment and reinvestment of the Escrow Funds shall be held as part of the Escrow Funds and may be used to satisfy BuyerPurchaser's claims for (i) Damages incurred or suffered by Buyer in connection pursuant to Article VI of the Asset Purchase Agreement; and (ii) amounts due with Special Pre-Closing Environmental Conditions respect to Accounts Receivable pursuant to Section 10.03 6.03(b) of the Asset Purchase Agreement (the "Escrow Claims"). To the extent not so used, such interest and income shall be disbursed to Parent and US Seller Medscape (or to such other entity as Sellers shall designate in writing) upon release of the Escrow Funds to Parent and US Seller at the end of the term of the Escrow Funds Medscape (or to such other entity as Sellers shall designate in writing) pursuant to Section 2.1 2.3 of this Escrow Agreement. Neither US Seller Medscape nor Parent has any legal or beneficial interest in the Escrow Funds or in any interest or other income received on the investment and reinvestment of the Escrow Funds, unless and until such monies have been released from the Escrow Agent has received the joint written instructions referred Funds pursuant to in Section 2.12.3.

Establishment of Escrow Funds. (a) Simultaneously with the execution and delivery hereofof this Cash Escrow Agreement and in accordance with Section 1.6 of the Agreement, Buyer has delivered by wire transfer Global is causing to be deposited U.S. $2,000,000 with the Agent to secure the payment obligations of immediately available funds Global under Section 1.2 of the Agreement. The Agent agrees to hold, as escrow agent, the Escrow Agent the sum of U.S. $5,000,000 2,000,000 so deposited (the "Earnest Money Deposit") in escrow in an account (the "Earnest Mxxxx Xxcrow Account") separate from other amounts inclxxxx xx the Escrow FundsFunds (as defined herein) and in accordance with this Cash Escrow Agreement. The Agent hereby acknowledges receipt of the Earnest Money Deposit by, or on behalf of, Global. The Earnest Xxxxx Xeposit, together with any other amounts subsequexxxx xxposited with respect to the Earnest Money Deposit (including any interest earned thereon) wxxx xxx Agent to be held in escrow pursuant to this Cash Escrow Agreement, are collectively referred to herein as the ")Earnest Money Escrow Fund." (b) The Escrow Agent shall act as custodian On xxx Xxxsing Date and in accordance with Section 1.2(b) of the Escrow Funds and shall invest and reinvest the Escrow Funds as directed in writing from time to time by Buyer and Parent (on behalf of itself and US Seller) only in: (i) readily-marketable direct obligations of, or repurchase agreements collateralized by direct obligations ofAgreement, the United States Government or backed by Earnest Money Escrow Fund shall remain in escrow to secure the full faith and credit xxxxxxxance of certain obligations of the United States Government; or (iiSellers under Section 1.2(b) certificates of deposit, time deposits, money market accounts or other interest-bearing deposits of commercial banks having total capital and surplus of at least $250,000,000. The Escrow Agent shall have no responsibility for determining such obligations and shall have no liability whatsoever for any investment losses resulting from the investment or reinvestment of the Escrow Funds, except as a result of (x) a breach of this Escrow Agreement or (y) gross negligence, bad faith or willful misconduct by the Escrow Agent. (c) In accordance with the provisions of Section 2.1, any interest or other income received on such investment and reinvestment of the Escrow Funds shall be held as part of the Escrow Funds and may be used to satisfy Buyer's claims for Damages incurred or suffered by Buyer in connection with Special Pre-Closing Environmental Conditions pursuant to Section 10.03 of the Purchase Agreement (the "Escrow ClaimsDeposit"). To the extent not so used, such interest ) and income shall be disbursed deemed to Parent and US Seller upon release have been deposited by Global with the Agent as a portion of the Escrow Funds to Parent and US Seller at Purchase Price, thereby reducing the end of amount payable by the term of the Escrow Funds Buyer pursuant to Section 2.1 1.2(a) of this Escrow the Agreement. Neither US Seller nor Parent has any legal or beneficial interest The Agent agrees to hold, as escrow agent, the Escrow Deposit in escrow in an account (the "Escrow Deposit Account") separate from other amounts included in the Escrow Funds or and in accordance with this Cash Escrow Agreement. The Escrow Deposit, together with any other amounts subsequently deposited with respect to the Escrow Deposit (including any interest or other income received on thereon) with the investment Agent to be held in escrow pursuant to this Cash Escrow Agreement, are collectively referred to herein as the "Escrow Deposit Fund." (c) On the Closing Date and reinvestment in accordance with Section 1.2(c) of the Agreement, Global shall deposit a portion of the Purchase Price equal to U.S. $1,000,000 with the Agent (the "Additional Escrow Deposit") to secure certain obligations of Aris pursuant to Section 1.2(c) of the Agreement. The Agent agrees to hold, as escrow agent, the Additional Escrow Deposit in escrow in an account (the "Additional Escrow Deposit Account") separate from other amounts included in the Escrow Funds and in accordance with this Cash Escrow Agreement. The Additional Escrow Deposit, together with any other amounts subsequently deposited with respect to the Additional Escrow Deposit (including any interest thereon) with the Agent to be held in escrow pursuant to this Cash Escrow Agreement, are collectively referred to herein as the "Additional Escrow Deposit Fund." The Earnest Money Escrow Fund, the Escrow Deposit Fund and the Addixxxxxx Escrow Deposit Fund are referred to herein as the "Escrow Funds, unless and until the Escrow Agent has received the joint written instructions referred to in Section 2.1."