Escrow Arrangements 2.4.1 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.