Common use of General Escrow Clause in Contracts

General Escrow. At the Closing, an amount equal to Six Million Two Hundred Thousand Dollars ($6,200,000) (the “General Escrow Amount”) of immediately available funds from the Initial Purchase Price shall be deposited by the Buyer to an escrow account (the “General Escrow”) with Xxxxx Fargo Bank, National Association (or such other institution mutually agreed upon by the parties) as escrow agent (the “Escrow Agent”), such deposit to constitute the general escrow fund (the “General Escrow Fund”), and the disposition of the General Escrow Fund will be governed by the terms of the escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). Subject to Section 2.5(c), on the first (1st) anniversary of the Closing Date (the “Initial Release Date”), all of the then remaining General Escrow Fund in excess of the sum of Three Million One Hundred Thousand Dollars ($3,100,000) plus any amounts (i) that the Buyer is entitled to, but has not at the relevant time received, from the General Escrow pursuant to the Escrow Agreement and (ii) with respect to any unresolved Claims set forth in Claims Notices properly given by the Buyer prior to the Initial Release Date, including the disputed portion of any such Claims (all of such Claims in clauses (i) and (ii) being hereinafter referred to as “Initial Release Date Pending Claims”) shall be released to the Seller in accordance with the Escrow Agreement (such amount, the “Initially Released General Escrow Funds”). As soon as reasonably practicable upon resolution pursuant to the Escrow Agreement of any Initial Release Date Pending Claims, all of the General Escrow Fund related to such Initial Release Date Pending Claims that is not payable to the Buyer in accordance with such resolution shall be released to the Seller in accordance with the Escrow Agreement. The General Escrow will be maintained and administered by the Escrow Agent pursuant to the terms of the Escrow Agreement until the fifth (5th) anniversary of the Closing Date. The procedure for claims in connection with Losses against the General Escrow Fund will be governed by the terms of the Escrow Agreement.

General Escrow. At The Sellers and the ClosingPurchaser further agree to escrow on the Closing Date from the proceeds, One Million Dollars ($1,000,000) to be utilized by the Purchaser after the Closing for the satisfaction of the obligations and/or liabilities of the Sellers under this Agreement (the “General Escrow”). Claims against the General Escrow may only be made by Purchaser after which time as there has accrued or been asserted against or by Purchaser or any of its Affiliates, obligations and/or liabilities and/or Losses aggregating an amount equal to Six Million Two exceeding Five Hundred Sixty Thousand Dollars ($6,200,000560,000) (the “General Escrow Threshold Amount”). In calculating the General Escrow Threshold Amount, only individual claims and/or Losses in excess of Ten Thousand Dollars ($10,000) (the “Minimum Escrow Claim Amount”) of immediately available funds from may be aggregated to meet the Initial Purchase Price General Escrow Threshold Amount; and after meeting the General Escrow Threshold Amount, claims and/or Losses against the General Escrow shall revert back to and start at Dollar One ($1) for all claims and/or Losses and the General Escrow shall be deposited by the Buyer to an escrow account (the “General Escrow”) with Xxxxx Fargo Bank, National Association (or available for such other institution mutually agreed upon by the parties) purposes. Other than amounts and time periods as escrow agent (the “Escrow Agent”)provided in this Section 6.14, such deposit to constitute the general escrow fund shall generally be consistent with the terms and conditions of the Deposit escrow as identified in Section 2.6(a). The term of the General Escrow shall be twenty-four (24) months subsequent to Closing (the “General Escrow FundPeriod”), and subject to adjustment as hereinafter provided. If at the disposition end of the first twelve (12) months of the General Escrow Fund will be governed Period, no individual claim or Loss against or by the terms Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty percent (50%) of the escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). Subject to Section 2.5(c), on the first (1st) anniversary of the Closing Date (the “Initial Release Date”), all of the then remaining General Escrow Fund in excess of the sum of Three Million One Hundred Thousand Dollars ($3,100,000) plus any amounts (i) that the Buyer is entitled to, but has not at the relevant time received, from the General Escrow pursuant to the Escrow Agreement and (ii) with respect to any unresolved Claims set forth in Claims Notices properly given by the Buyer prior to the Initial Release Date, including the disputed portion of any such Claims (all of such Claims in clauses (i) and (ii) being hereinafter referred to as “Initial Release Date Pending Claims”) shall be released to Sellers; if after the Seller next six (6) month period no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty (50%) of the balance remaining in accordance with the Escrow Agreement (such amount, the “Initially Released General Escrow Funds”). As soon as reasonably practicable upon resolution pursuant shall be released to Sellers; and if at the Escrow Agreement of any Initial Release Date Pending Claims, all end of the General Escrow Fund related Period there are any funds remaining in the General Escrow, and no claim or Loss against or by Purchaser has been made equal to or greater than the Minimum Claim Amount, such Initial Release Date Pending Claims that is not payable to the Buyer in accordance with such resolution General Escrow shall be released to the Seller in accordance with the Escrow Agreement. The General Escrow will be maintained and administered by the Escrow Agent pursuant to the terms of the Escrow Agreement until the fifth (5th) anniversary of the Closing Date. The procedure for claims in connection with Losses against the General Escrow Fund will be governed by the terms of the Escrow AgreementSellers.

General Escrow. At Subject to Section 6.8(c), any payment the Closing, an amount equal Shareholders are obligated to Six Million Two Hundred Thousand Dollars ($6,200,000) (the “General Escrow Amount”) of immediately available funds from the Initial Purchase Price make to any Buyer Indemnified Party pursuant to this Article IX shall be deposited by paid first, to the Buyer to an escrow account (the “General Escrow”) with Xxxxx Fargo Bank, National Association (or such other institution mutually agreed upon by the parties) as escrow agent (the “Escrow Agent”), such deposit to constitute the general escrow fund (the “General Escrow Fund”), and the disposition of extent there are sufficient funds in the General Escrow Fund will be governed Account, by the terms release of the escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). Subject funds to Section 2.5(c), on the first (1st) anniversary of the Closing Date (the “Initial Release Date”), all of the then remaining General Escrow Fund in excess of the sum of Three Million One Hundred Thousand Dollars ($3,100,000) plus any amounts (i) that the Buyer is entitled to, but has not at the relevant time received, Indemnified Parties from the General Escrow Account by the Escrow Agent pursuant to and upon compliance with the procedures set forth in the Escrow Agreement and shall accordingly reduce the General Escrow Amount. If the General Escrow Amount is insufficient to cover any remaining sums due then (i) first, the Shareholders shall, jointly and severally, be required to pay all of such additional sums up to the Maximum Shareholder Amount, if applicable, by wire transfer of immediately available funds, and (ii) with respect to any unresolved Claims set forth in Claims Notices properly given by the Buyer prior then, to the Initial Release Dateextent the Maximum Shareholder Amount has been paid, including Buyer will withhold Quarterly Earn-out Payments for the disputed portion of any such Claims (all remainder of such Claims in amounts due until the aggregate amounts paid from the General Escrow Amount and paid or withheld pursuant to clauses (i) and (ii) being hereinafter referred to as “Initial Release Date Pending Claims”) shall be released equal the Cap Amount; provided that if it is determined that Buyer is not owed the amount withheld, Buyer will pay to the Seller in accordance Shareholders’ Representative the amount owed plus Earn-out Interest from the applicable date of withholding. Notwithstanding the foregoing, with the Escrow Agreement (such amountrespect to claims under this Article IX relating to breaches of Fundamental Representations or claims other than pursuant to Section 9.1(a)(i), the “Initially Released General Escrow Funds”). As soon as reasonably practicable upon resolution pursuant Shareholders shall, jointly and severally, be required to the Escrow Agreement pay all of any Initial Release Date Pending Claims, all such sums in excess of the General Escrow Fund related Amount and Buyer will not be limited to such Initial Release Date Pending Claims that is not payable to withholding the Buyer in accordance with such resolution shall be released to the Seller in accordance with the Escrow Agreement. The General Escrow will be maintained and administered by the Escrow Agent pursuant to the terms amount of the Escrow Agreement until Quarterly Earn-out Payments. “Earn-out Interest” shall equal Interest plus 3%. On the fifth (5th) 12-month anniversary of the Closing Date. The procedure for claims in connection with Losses against , the Escrow Agent shall release the General Escrow Fund will Amount (to the extent not utilized to pay Buyer for any indemnification claim) to the Shareholders’ Representative, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the amount of claims for indemnification under this Article IX prior to the 12-month anniversary of the Closing Date but not yet resolved (the “Unresolved Claims”). The General Escrow Amount retained for Unresolved Claims shall be governed released by the Escrow Agent (to the extent not utilized to pay Buyer for any such claims resolved in favor of Buyer) upon their resolution in accordance with this Article IX and the terms of the Escrow Agreement.the

General Escrow. At As the Closingsole remedy for the indemnification obligations set forth in Article VII of this Agreement, an amount equal and for downward adjustments to Six Million Two Hundred Thousand Dollars ($6,200,000) the Stockholder Shares required under Section 1.7, 941,211 of the Stockholder Shares (the “General Escrow AmountShares”) of immediately available funds from the Initial Purchase Price shall be deposited by the Buyer to an in escrow account (the “General EscrowEscrow Account”), which shall be allocated among the Stockholders in the same proportion as the Stockholder Shares are allocated among them under Section 1.6, as set forth in Schedule 1.10, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between the Surviving Pubco, the Representative, each of the Stockholders (by power of attorney granted to the Representative appointed pursuant to Section 1.12(b)) with Xxxxx Fargo Bankand Continental, National Association (or such other institution mutually agreed upon by the parties) as escrow agent (the “Escrow Agent”), such deposit in form and substance mutually and reasonably agreed to constitute the general escrow fund (the “General Escrow Fund”), by KBL and the disposition of the General Escrow Fund will be governed by PRWT and providing for the terms of the escrow agreement substantially in the form attached hereto as Exhibit A contemplated by Article VII hereof (the “Escrow Agreement”). Subject to Section 2.5(c)The Escrow Agreement shall provide that, (i) on the first (1st) anniversary of 30th day after the Closing Date date the Surviving Pubco has filed with the SEC its Annual Report for the year ending December 31, 2009 on Form 10-K (the “Initial First Escrow Release Date”), all the Escrow Agent shall release fifty percent (50%) of the then remaining General Escrow Fund Shares, less that portion thereof applied in excess satisfaction of the sum of Three Million One Hundred Thousand Dollars ($3,100,000) plus any amounts (i) that the Buyer is entitled to, but has not at the relevant time received, from the General Escrow or reserved with respect to indemnification claims in connection with claims made pursuant to the Section 7.1(a) of this Agreement (“Escrow Agreement Claims”) and (ii) on the 30th day after the date the Surviving Pubco has filed with the SEC its Annual Report for the year ending December 31, 2010 on Form 10-K (the “Final Escrow Release Date”), the Escrow Agent shall release all Escrow Shares then remaining in escrow, less that portion thereof applied in satisfaction of or reserved with respect to Escrow Claims. Any Escrow Shares due to be released on the First Escrow Release Date or Final Escrow Release Date that continue to be held with respect to any unresolved Claims set forth in Claims Notices properly given by the Buyer prior Escrow Claim shall be delivered to the Initial Release DateStockholders in the same proportions as originally deposited into escrow, including promptly upon such resolution, subject to reduction, if any, for the disputed portion of any such Claims (all of such Claims in clauses (i) and (ii) being hereinafter referred to as “Initial Release Date Pending Claims”) shall be released to the Seller in accordance with the Escrow Agreement (such amount, the “Initially Released General Escrow Funds”). As soon as reasonably practicable upon resolution pursuant to the Escrow Agreement of any Initial Release Date Pending Claims, all of the General Escrow Fund related to such Initial Release Date Pending Claims that is not payable to the Buyer in accordance indemnification obligation associated with such resolution shall be released to the Seller in accordance with the resolved Escrow Agreement. The General Escrow will be maintained and administered by the Escrow Agent pursuant to the terms of the Escrow Agreement until the fifth (5th) anniversary of the Closing Date. The procedure for claims in connection with Losses against the General Escrow Fund will be governed by the terms of the Escrow AgreementClaim.

General Escrow. At the Closing(i) The General Escrow Amount together with any interest accrued on such funds (collectively, an amount equal to Six Million Two Hundred Thousand Dollars ($6,200,000) (the “General Escrow AmountFunds”) of immediately available funds from the Initial Purchase Price shall be deposited by available to the Buyer to an escrow account satisfy any amounts owed to the Buyer pursuant to this Agreement (including: (a) payments to be made to the “General Escrow”Buyer in connection with the calculation of the Final Working Capital pursuant to Section 2.8 and (b) with Xxxxx Fargo Bankpayments to be made to the Buyer pursuant to the Seller’s indemnification obligations; but excluding payment of the Clawback Amount (if any) pursuant to Annex II). (ii) In accordance with, National Association and subject to, the provisions of the Escrow Agreement: (or such other institution mutually agreed upon A) on the fifth (5th) Business Day after the delivery by the parties) as escrow agent (Buyer’s independent auditors of the “Escrow Agent”)Buyer’s final audited financial statements for the fiscal year ending December 31, such deposit to constitute 2006, but in no event later than April 30, 2007, the general escrow fund (the “General Escrow Fund”), Buyer and the disposition Seller shall take all action required by the Escrow Agreement to cause the Escrow Agent to pay to the Seller a portion of the General Escrow Fund will be governed by Funds equal to (I) the terms total amount of General Escrow Funds then held in escrow minus (II) any amount which is then the escrow agreement substantially subject of any outstanding claim or dispute to which the General Escrow Funds applies and to which notice of such claim or dispute has been delivered to the Seller in the form attached hereto as Exhibit A accordance with this Agreement minus (the “Escrow Agreement”). Subject to Section 2.5(c), III) $950,000; (B) on the first (1st) anniversary of the Closing Date (the “Initial Release Effective Date”), all of the then remaining General Escrow Fund in excess of the sum of Three Million One Hundred Thousand Dollars ($3,100,000) plus any amounts (i) that the Buyer is entitled to, but has not at and the relevant time received, from Seller shall take all action required by the Escrow Agreement to cause the Escrow Agent to pay to the Seller a portion of the General Escrow pursuant Funds equal to (I) any remaining portion of the General Escrow Funds which has not been previously paid over to the Escrow Agreement and Buyer or the Seller minus (iiII) with respect to any unresolved Claims set forth in Claims Notices properly given by amount which is then the Buyer prior to the Initial Release Date, including the disputed portion subject of any such Claims (all outstanding claim or dispute to which the General Escrow Funds applies and to which notice of such Claims in clauses (i) and (ii) being hereinafter referred to as “Initial Release Date Pending Claims”) shall be released claim or dispute has been delivered to the Seller in accordance with this Agreement; and (C) if at any time after the Escrow Agreement first (such amount, 1st) anniversary of the “Initially Released Effective Date the value of the remaining General Escrow Funds”). As soon as reasonably practicable upon resolution pursuant Funds exceed the sum at that time of all outstanding claims or disputes to the Escrow Agreement of any Initial Release Date Pending Claims, all of which the General Escrow Fund related Funds apply and to which notice of such Initial Release Date Pending Claims that is not payable to the Buyer in accordance with such resolution shall be released claim or dispute has been delivered to the Seller in accordance with this Agreement, the Escrow Agreement. The General Escrow will be maintained Buyer and administered the Seller shall take all action required by the Escrow Agreement to cause the Escrow Agent pursuant to pay to the terms of the Escrow Agreement until the fifth (5th) anniversary of the Closing Date. The procedure for claims in connection with Losses against the General Escrow Fund will be governed by the terms of the Escrow AgreementSeller such excess amount.

General Escrow. At Subject to Section 6.4, above, if applicable, the ClosingSellers and the Purchaser further agree to escrow on the Closing Date from the proceeds, up to an additional Two Million Dollars ($2,000,000)(“Additional Escrow Funds”), for a total General Escrow of Three Million Dollars ($3,000,000), to be utilized by the Purchaser after the Closing for the satisfaction of the obligations and/or liabilities of the Sellers under this Agreement (the “General Escrow”). Except as hereinafter provided, claims against the General Escrow may only be made by Purchaser after which time as there has accrued or been asserted against or by Purchaser or any of its Affiliates, obligations and/or liabilities and/or Losses aggregating an amount equal to Six Million Two exceeding Five Hundred Sixty Thousand Dollars ($6,200,000560,000) (the “General Escrow Threshold Amount”). Except as hereinafter provided, in calculating the General Escrow Threshold Amount, only individual claims and/or Losses in excess of Ten Thousand Dollars ($10,000) (the “Minimum Escrow Claim Amount”) of immediately available funds from may be aggregated to meet the Initial Purchase Price General Escrow Threshold Amount; and after meeting the General Escrow Threshold Amount, claims and/or Losses against the General Escrow shall revert back to and start at Dollar One ($1) for all claims and/or Losses and the General Escrow shall be deposited available for such purposes. Other than amounts and time periods as provided in this Section 6.14, such General Escrow shall generally be consistent with the terms and conditions of the Deposit escrow as identified in Section 2.6(a). Notwithstanding the above, the parties agree that there shall be no General Escrow Threshold Amount or Minimum Escrow Claim Amount for any claims, including claims for indemnification, or Losses incurred (including defense costs and expenses), by or against or naming the Purchaser or any of its Affiliates attributable to, related to or resulting from any suits or actions taken by the Buyer to an escrow account Unsecured Creditors Committee in the Bankruptcy Case (the “General EscrowUCC”), Boston Finance Group, LLC (“BFG”) with Xxxxx Fargo Bank, National Association (or such any other institution mutually agreed upon by third party who files an objection to the parties) as escrow agent Alternative Bankruptcy Order (the “Concerned Creditors Claims”) and Purchaser shall be reimbursed from the General Escrow Agent”)for all Concerned Creditors Claims on a Dollar One ($1.00) basis. For purposes of clarity, such deposit the Additional Escrow Funds shall be utilized solely to constitute satisfy Concerned Creditor Claims while the general escrow fund remaining General Escrow may be utilized to satisfy any indemnification claims by the Purchaser. The term of the General Escrow shall be twenty-four (24) months subsequent to Closing (the “General Escrow FundPeriod”), and subject to adjustment as hereinafter provided. If at the disposition end of the first twelve (12) months of the General Escrow Fund will be governed Period, no individual claim or Loss against or by the terms Purchaser has been made equal to or greater than the Minimum Claim Amount and there are no Concerned Creditors Claims, then fifty percent (50%) of the escrow agreement substantially balance remaining in the form attached hereto as Exhibit A (General Escrow shall be released to Sellers; and if at the “end of the General Escrow Agreement”)Period there are any funds remaining in the General Escrow, and no claim or Loss against or by Purchaser has been made equal to or greater than the Minimum Claim Amount and there are no Concerned Creditor Claims, such General Escrow shall be released to Sellers. Subject Pursuant to Section 2.5(c)6.4 of this Agreement, as provided in this Amendment, the Parties agree that if the Bankruptcy Court, based upon a decision on the first (1st) anniversary merits, rules against entry of the Closing Date (the “Initial Release Date”)Alternative Bankruptcy Order, all expressly disapproves of the then remaining relief requested in the Alternative Bankruptcy Order, or abstains from ruling on the entry of the Alternative Bankruptcy Order, the Parties shall proceed to Closing subject to the other terms and conditions of this Agreement, and the General Escrow Fund in excess of the sum shall be increased to a total of Three Million One Dollars ($3,000,000). If, pursuant to Section 6.4, the Bankruptcy Court enters an Alternative Bankruptcy Order, but changes the Alternative Bankruptcy Order from the form and substance agreed to in Revised Exhibit 6.4 such that it is materially less protective so as to adversely effect or be reasonably likely to adversely effect Purchaser, as reasonably and objectively determined by the Purchaser and Seller, the Parties shall proceed to Closing subject to the other terms and conditions of this Agreement, and this General Escrow shall only be increased to a total of no more than Two Million Two Hundred Fifty Thousand Dollars ($3,100,0002,250,000). 5. Section 6.16 of the APA is deleted in its entirety. 6. Section 9.1(g) plus of the APA is deleted in its entirety. 7. The amendments contained in this Amendment shall not, by their making, constitute any amounts (i) that Material Adverse Effect under the Buyer is entitled toAPA or otherwise constitute any breach of the APA, but has not at any warranty or representation contained in the relevant time receivedAPA, from or of any the General Escrow pursuant Disclosure Schedules to the Escrow Agreement APA, and (ii) with respect shall not give rise to any unresolved Claims termination event under Article IX of the APA. 8. To the extent this Amendment deletes or alters any defined terms contained in the APA, or conflicts with any definition of any term contained in the APA, this Amendment shall control. 9. Except as provided in this Amendment, no other term or provision of the APA is amended, modified, altered or waived, and each such provision shall remain in full force and effect. 10. This Amendment, together with the APA as modified by this Amendment, set forth in Claims Notices properly given by the Buyer prior to the Initial Release Date, including the disputed portion of any such Claims (all of such Claims in clauses (i) entire agreement and (ii) being hereinafter referred to as “Initial Release Date Pending Claims”) shall be released to the Seller in accordance with the Escrow Agreement (such amount, the “Initially Released General Escrow Funds”). As soon as reasonably practicable upon resolution pursuant to the Escrow Agreement of any Initial Release Date Pending Claims, all understanding of the General Escrow Fund related to such Initial Release Date Pending Claims that is not payable to Parties hereto, and supersedes any and all prior agreements, arrangements, understandings and representations among the Buyer in accordance with such resolution shall be released to the Seller in accordance with the Escrow Agreement. The General Escrow will be maintained and administered by the Escrow Agent pursuant to the terms of the Escrow Agreement until the fifth (5th) anniversary of the Closing Date. The procedure for claims in connection with Losses against the General Escrow Fund will be governed by the terms of the Escrow AgreementParties.