Common use of Indemnity Escrow Clause in Contracts

Indemnity Escrow. Within thirty (30) days of the Effective Date or if earlier, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty (30) days of In order to provide security for Sellers’ indemnification obligations under this Agreement, the Effective Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing in accordance with this Section 10.08 and the Escrow Agreement. With respect to each claim for indemnification asserted by Buyer against Sellers pursuant to Section 12.03 or special warranty claim pursuant to the Assignment during the period from and after the Closing Date or if earlier, up to the date that is nine (9) months following the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Closing Date (the “Indemnity EscrowEscrow Termination Date”) ), upon final resolution or determination of such an amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under indemnity or warranty claim by the Indemnity Escrow Agreement Parties or in accordance with Section 12.11, as applicable, Buyer and Seller Representative shall at all times be under the exclusive dominion and control of the jointly instruct Escrow Agent and neither to disburse to Buyer the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefromamount set forth in such joint instruction, except which will be that the Agents shall be permitted to have funds distributed to them out portion of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, being held in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreementaccount as would satisfy such finally resolved or determined indemnity or warranty claim, together with a pro rata portion of the Agent may withhold two percent (2%) then-accrued interest on the Indemnity Escrow. On the Escrow Termination Date, Sellers shall, subject to the remainder of any Term Loans until this sentence, be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be automatically distributed to Sellers in the proportions requested by Seller Representative pursuant to the terms of the Escrow Agreement is executed (and effective, at which time Buyer and the Agents Seller Representative shall deposit such withheld funds with the jointly instruct Escrow Agent to take any necessary actions in order to accomplish the foregoing); provided, however, that Sellers at such time shall not be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement entitled to, and Escrow Agent shall retain, any amounts necessary to satisfy any unresolved Claim Notices that have been fully satisfied, any remaining funds held under timely delivered by Buyer in accordance with Section 12.11 (which amounts shall remain in the Indemnity Escrow Agreement until such Claim Notices are finally resolved). If there are remaining amounts due by any Seller to Buyer pursuant to its indemnity obligations under Section 12.03 after the Indemnity Escrow balance is exhausted, then such amounts shall be distributed promptly paid to Buyer by such Seller as they are agreed by the BorrowerParties or finally determined in accordance with the terms of this Agreement. If there are any funds remaining in the Indemnity Escrow account after the resolution of all previously outstanding Claim Notices, for then the Seller Representative and Buyer shall promptly jointly instruct Escrow Agent to release the remaining account balance to Sellers in the proportions requested by Seller Representative within three (3) Business Days of its own accountreceipt of such joint instruction.

Indemnity Escrow. Within thirty The initial source for New Operators’ Indemnified Parties to recover Losses for which they are entitled to be indemnified under this Article V and for the New Owners to recover for Losses (30as defined in the Purchase Agreement) days for which they are entitled to be indemnified under Article VIII of the Effective Date or if earlier, the date Purchase Agreement shall be from that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the certain escrow account held under the Indemnity Escrow Agreement (the “Indemnity EscrowEscrow Account”) an to be held by the escrow agent thereunder (the “Indemnity Escrow Agent”) pursuant to the terms of that certain Escrow Agreement dated on or about the Effective Date, by and among the parties hereto, New Owners and Indemnity Escrow Agent, in the form attached hereto as Exhibit G (the “Indemnity Escrow Agreement”). From the sales proceeds due to Seller at the closing of the APA Sale Transaction, Sellers and/or Existing Operators shall deposit the amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under $500,000 into the Indemnity Escrow Agreement Account which amount shall at fully-fund such account. The Indemnity Escrow Account shall be interest-bearing (payable proportionately to the recipients of distributions with respect thereto), shall be reduced to the amount of $250,000 on August 1, 2014, and shall terminate and be fully released no later than August 1, 2015, all times be under as set forth in the exclusive dominion Indemnity Escrow Agreement, subject in each case to any unresolved claims filed by New Operators on or prior to the applicable disbursement date, and control of such funds in the Indemnity Escrow Account shall remain on deposit with the Indemnity Escrow Agent until the final resolution of such claims. All fees and neither costs associated with the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents Indemnity Escrow Account shall be permitted borne by New Operators. Notwithstanding anything to have funds distributed to them the contrary in the foregoing, if any Professional Liability Losses are paid out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paidAccount, in which case the Agents then Sellers and Existing Operators shall cause within seven (7) days of such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of withdrawal deposit into the Indemnity Escrow Agreement, Account an amount equal to the Agent may withhold two percent (2%) of any Term Loans until amount withdrawn from the Indemnity Escrow Agreement is executed and effective, at which time Account for the Agents shall deposit payment of such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountProfessional Liability Losses.

Indemnity Escrow. Within thirty (30) days As a remedy for the indemnity set forth in Article VII, at the Closing, Parent shall deposit with the Escrow Agent 7.5% of the Effective Date or Transaction Shares (the “Escrowed Indemnity Shares”), comprised of Escrowed Earnout Shares (including First Target Shares, Second Target Shares and Third Target Shares) and Transaction Shares that are not Escrowed Earnout Shares to be held in a separate escrow account and released therefrom (if earlierapplicable) from time to time to Parent in satisfaction of such indemnity, all in accordance with Article VII hereof and the terms and conditions of the Escrow Agreement. On the fifth Business Day following the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity EscrowEscrow Termination Date”) an amount equal to two percent that is fifteen (2%15) of all Term Loans under this Agreement. The amounts held under months from the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of Closing Date, the Escrow Agent shall release the Escrowed Indemnity Shares, less any of such shares applied in satisfaction of a claim for indemnification and neither the Borrower nor the Agents shall have any access thereto or right of such shares related to make any withdrawal therefroma claim for indemnification that is then unresolved. Upon such release, except Escrowed Indemnity Shares that the Agents constitute Transaction Shares shall be permitted delivered to have funds distributed to them out the Company Stockholders in accordance with Section 2.6(c) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow to the extent that any Indemnitee is entitled Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification under Section 12.15 hereof from the Borrower which is and not timely paid, in which case the Agents shall cause such distributions to be paid applied as indemnification with respect to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents claim upon its resolution shall deposit such withheld funds be delivered in accordance with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountpreceding sentence.

Indemnity Escrow. Within thirty On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (30) days of the Effective Date or if earlier“Escrow Agent”), in immediately available funds, to the date that account designated by the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Agent (the “Indemnity EscrowEscrow Account”) ), an amount equal to two five percent (25%) of all Term Loans the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. The amounts held under On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Agreement shall at all times be under Amount (to the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have extent not utilized to pay Purchaser Indemnified Parties for any access thereto or right indemnification claim) to make any withdrawal therefromSeller, except that the Agents Escrow Agent shall be permitted retain an amount (up to have funds distributed the total amount then held by the Escrow Agent) equal to them out the sum of (a) the Indemnity Escrow amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent that any Indemnitee is entitled not resolved at such time in writing or pursuant to any indemnification under Section 12.15 hereof from 3.5 (such claims, the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees“Unresolved Claims”). In connection with any Term Loans made prior to the execution and effectiveness of the The Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents Amount retained for Unresolved Claims shall deposit such withheld funds with be released by the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrowerextent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, for its own accountSection 3.5 and the Escrow Agreement.

Indemnity Escrow. Within thirty (30) days At Closing, cash constituting a portion of the Effective Date or if earlier, Purchase Price in the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement amount of Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an amount equal to two percent (2%) of all Term Loans under interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The amounts held under terms and conditions for the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto release or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out forfeiture of the Indemnity Escrow are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in the form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow Agreement”); provided that within one (1) Business Day following the eighteen (18) month anniversary of the Closing Date, the Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow account, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the extent that any Indemnitee is entitled Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”) pursuant to the terms set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and Purchaser and delivered to the Escrow Agent. Within one (1) Business Day after the resolution of a dispute as to any indemnification under Section 12.15 hereof from Disputed Amounts pursuant to the Borrower which is not timely paidterms of the Escrow Agreement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior such resolved Disputed Amounts and (B) to Sellers, the execution and effectiveness remaining balance of the Indemnity Escrow Agreementplus all accrued interest thereon, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, minus any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountDisputed Amounts.

Indemnity Escrow. Within thirty On the Closing Date, Purchasers shall, on behalf of Sellers, pay to TSX Trust Company, as agent to Purchasers and Sellers (30) days of the Effective Date or if earlier“Escrow Agent”), in immediately available funds, to the date that account designated by the Indemnity Escrow Agreement is executed and effectiveAgent, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement an amount equal to $1,000,000 (the “Indemnity EscrowEscrow Amount”) an amount equal ), in accordance with the terms of this Agreement and the Escrow Agreement, which will be executed at the Closing, by and among Purchasers, Sealweld Canada and the Escrow Agent (the “Escrow Agreement”). Any payment Shareholder or Sellers are obligated to two percent (2%) make to any Purchaser Indemnified Parties pursuant to this Article IX shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of all Term Loans under this funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms of the Escrow Agreement. The amounts held under Escrow Agent shall not be obligated to release any money to Sealweld Canada or the Purchasers without the prior written consent of both Sealweld Canada and the Purchasers. On the expiration of the General Survival Period, the Escrow Agent shall release the Indemnity Escrow Agreement shall at all times be under Amount (to the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have extent not utilized to pay Purchasers for any access thereto or right indemnification claim) to make any withdrawal therefromSealweld Canada, except that the Agents 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 asserted prior to the expiration of the General Survival Period but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be permitted to have funds distributed to them out of released by the Indemnity Escrow Agent (to the extent that not utilized to pay Purchasers for any Indemnitee is entitled to any indemnification under Section 12.15 hereof from such claims resolved in favor of Purchasers) upon their resolution in accordance with this Article IX and the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty To secure the performance by the Company Stockholders of their indemnity obligations under this Section 6, upon the Closing, Purchaser shall deposit the aggregate Escrow Amount Per Share into an escrow account (30the “Escrow Fund”) days established with X.X. Xxxxxx Trust Company, National Association (the “Escrow Agent”) in accordance with the terms and conditions of the Effective Date Escrow Agreement. The fees and expenses of the Escrow Agent under the Escrow Agreement shall be borne by Purchaser. To the extent that a Purchaser Indemnified Person makes any claim for indemnification pursuant to Section 6(a), it shall make a claim against the Escrow Fund in accordance with the terms and conditions of the Escrow Agreement, which shall provide, among other things, that the portion of the Escrow Fund consisting of shares of Purchaser Common Stock shall be valued at an amount equal to $21.79 per share for purposes of any such claim (unless there is a Change of Control (as defined below) of Purchaser in which event such shares of Purchaser Common Stock shall be valued at the amount payable for such shares pursuant to such Change of Control). In the event that any Purchaser Indemnified Person sustains or incurs Losses for which it is entitled to indemnification under Section 6(a), such Losses shall be recovered or paid from the Escrow Fund for the amount of such claim in accordance with the terms of the Escrow Agreement until such Losses are paid or until no portion of the Escrow Fund remains. In such event, such indemnified Loss shall be recovered by Purchaser from the aggregate Escrow Amount Per Share of each Company Stockholder, on a several basis in accordance with each Company Stockholder’s Pro Rata Share of the amount of such Loss, and consisting of cash and shares of Purchaser Common Stock (if earlier, any) in accordance with the same ratio as that applicable to the aggregate Escrow Amount Per Share deposited with the Escrow Agent on behalf of such Company Stockholder at the Closing. The period during which claims for Losses may be made (the “Claims Period”) against the Escrow Fund shall commence at the Closing and terminate on the date that is twelve (12) months after the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow date of this Agreement (the “Indemnity EscrowEscrow Period”) an amount equal ). Notwithstanding anything contained herein to two percent (2%) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control contrary, such portion of the Escrow Agent and neither Fund at the Borrower nor conclusion of the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents Escrow Period as shall be permitted necessary to satisfy any unresolved or unsatisfied claims for Losses hereunder shall remain in escrow until such claims for Losses have funds distributed to them out been resolved or satisfied. The remainder of the Indemnity Escrow Fund, if any, shall be delivered to the extent Company Stockholders promptly (and in any event within five (5) business days) after the expiration of the Escrow Period in accordance with each such Company Stockholder’s Pro Rata Share and based on the same ratio of cash and shares of Purchaser Common Stock (if any) as that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior applicable to the execution and effectiveness of the Indemnity aggregate Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds Amount Per Share deposited with the Escrow Agent to be held under on behalf of such agreement (with such deposit credited against Company Stockholder at the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountClosing.

Indemnity Escrow. Within thirty At the Closing, Buyer shall deposit an amount equal to Three Million, Five Hundred Thousand Dollars (30$3,500,000.00) days of (the Effective Date or if earlier, the date that the “Indemnity Escrow Agreement is executed and effectiveAmount”) with the Escrow Agent, pursuant to the Borrower shall deposit into Escrow Agreement. The Indemnity Escrow Amount, together with income earned thereon as provided in the escrow account held under the Indemnity Escrow Agreement (the “Indemnity EscrowEscrowed Funds”) an ), shall be held by the Escrow Agent pursuant to the Escrow Agreement as a source of funds for paying any amount equal owed by Seller to two percent (2%) of all Term Loans under this Buyer pursuant to Article 9 and will be released to Buyer or Seller when and as provided in the Escrow Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion All costs and control expenses, and any indemnities in favor, of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted paid as provided in Section 2.2(b). Notwithstanding anything contained in this Agreement to have funds distributed to them out the contrary, on the one (1) year anniversary of the Closing Date, the balance of the Indemnity Escrow Escrowed Funds shall be released to Seller, unless Buyer has notified Seller, prior to the extent that expiration of the one (1) year anniversary of the Closing Date, of any Indemnitee claim for which indemnification is, or is entitled reasonably expected to any indemnification under Section 12.15 hereof from the Borrower which is not timely paidbe sought, in which case the Agents case, such Indemnity Escrowed Funds shall cause such distributions not be released to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow AgreementSeller, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents but shall deposit such withheld funds with the Escrow Agent continue to be held under such pursuant to the terms of the Escrow Agreement. At the Closing, the Principal Sellers shall execute and deliver to Buyer a guaranty agreement in the amount of Three Million, Five Hundred Thousand Dollars (with such deposit credited against $3,500,00.00) in the Borrower’s obligations under form attached hereto as Exhibit I (the first sentence of this Section 2.10“Guaranty Agreement”). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow which executed Guaranty Agreement shall be distributed a condition to the Borrower, for its own account.Buyer’s obligations hereunder. EXECUTION VERSION

Indemnity Escrow. Within thirty The Escrow Amount shall be deposited in escrow with the Escrow Agent pursuant to the terms of that certain escrow agreement in the form of Exhibit A attached hereto (30) days of the Effective Date or if earlier“Escrow Agreement”). At Closing, Buyer and Sellers shall execute and deliver the date that the Indemnity Escrow Agreement is executed and effective, use commercially reasonable efforts to cause the Borrower shall deposit into Escrow Agent named therein to execute and deliver the escrow account held under the Indemnity Escrow Agreement Agreement. The Escrow Amount plus any interest or earnings thereon (the “Indemnity Escrow”) an amount equal will be available to two satisfy any amounts owed by Sellers to Buyer or the Buyer Indemnitees pursuant to Section 9.2 and in accordance with the terms of this Agreement and the Escrow Agreement. Fifty percent (250%) of all Term Loans under this Agreement. The amounts held under the Indemnity Unclaimed Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents Amount shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with released by the Escrow Agent to the Sellers on the six (6) month anniversary of the Closing Date. Fifty percent (50%) of the Unclaimed Escrow Amount remaining after the distribution on the sixth month anniversary of the Closing Date shall be held under such agreement released by the Escrow Agent to the Sellers on the twelve (with such deposit credited against 12) month anniversary of the Borrower’s obligations Closing Date and the remaining Unclaimed Escrow Amount shall be released in full on the eighteen (18) month anniversary of the Closing Date. Any remaining Indemnity Escrow that the Sellers thereafter becomes entitled to receive under the first sentence terms of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under and the Indemnity Escrow Agreement shall thereafter be distributed to released in accordance with the Borrower, for its own accountEscrow Agreement.

Indemnity Escrow. Within thirty (30) days Notwithstanding anything to the contrary contained in this Agreement, at the Closing, Seller shall be deemed to have received, and is hereby deemed to have authorized Buyer to deposit with the Escrow Agent an amount equal to 50% of the Effective Date or if earlierRetention Amount, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement not to exceed $725,000.00 (the “Indemnity EscrowEscrow Amount”, and together with the Working Capital Escrow Amount, the “Escrow Amount”) to be held in an amount equal to two percent escrow account (2%) of all Term Loans under this Agreement. The amounts held under the “Indemnity Escrow Agreement Account”) to satisfy any indemnity claims against Seller pursuant to Section 6.2 (the “Indemnity Escrow Amount”). Twelve (12) months following the Closing Date, Buyer and Seller shall at all times be under each instruct the exclusive dominion and control Escrow Agent in writing, in accordance with the terms of the Escrow Agent and neither Agreement, to release to Seller the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out balance of the Indemnity Escrow Amount remaining in the Indemnity Escrow Account (after giving effect to any previous deductions and/or payments to Buyer pursuant to the extent that any Indemnitee is entitled Escrow Agreement and giving effect to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness retention of the Indemnity Escrow Amount to satisfy any outstanding or unresolved claim as of such date, pursuant to the Escrow Agreement). Upon resolution of any claim for indemnification that shall have been asserted against Seller and not resolved as of the date that is twelve (12) months following the Closing Date pursuant to Article VI and the Escrow Agreement, Buyer and Seller shall promptly (but in no event later than five (5) Business Days) following the Agent may withhold two percent (2%) date of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with resolution instruct the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under release the Indemnity Escrow Agreement shall be distributed Amount that was the subject of such claim to Buyer and/or Seller (as applicable, in accordance with such resolution) pursuant to the Borrower, for its own accountEscrow Agreement.

Indemnity Escrow. Within thirty (30) days of Notwithstanding anything to the Effective Date or if earliercontrary in this Agreement, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal any claim for indemnification to two percent (2%) of all Term Loans which Buyer Indemnified Persons are entitled under this Agreement. The amounts held under Agreement pursuant to Section 8.1(a)(i) and (iv) will be satisfied solely from the Indemnity Escrow Agreement shall at all times be under Funds, and in accordance with the exclusive dominion and control terms of the Escrow Agent Agreement and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefromthis Agreement, except that the Agents shall and Buyer Indemnified Persons will not be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any payment from any source other than the Escrow Funds for any such indemnification claim. For as long as there are funds in the account maintained under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, any and all amounts payable by Seller, as Indemnifying Party to a Buyer Indemnified Person with respect to any other claims made under Section 8.1(a) will be paid in cash first out of such account established pursuant to the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds thereafter by Seller in accordance with payment instructions provided by Buyer. Seller and Buyer will jointly direct the Escrow Agent to disburse to Seller (i) $17 million of the Escrow Funds on the date that is 18 months from the Closing Date and (ii) the remaining balance of the Escrow Fund on the Escrow Termination Date, provided, however, that in the event a Buyer Indemnified Person has made an Indemnity Claim under this ARTICLE VIII or other demand for payment prior to the date of any distribution (a “Pending Claim”), then any disbursement of the balance or remaining balance at such time shall be held under less an amount sufficient to satisfy all such agreement Pending Claims made since that date of any prior distribution (with such deposit credited against or the Borrower’s obligations under Closing Date in the case of the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been distribution) until each such Pending Claim is fully satisfiedand finally resolved, any remaining funds held under the Indemnity Escrow Agreement shall in each case to such account or accounts as may be distributed specified by Seller in writing to the Borrower, for its own accountEscrow Agent prior to such date.

Indemnity Escrow. Within thirty (30) days of As security for the Effective Date or if earlierVendor's indemnification obligations under this Agreement, the date that Purchaser shall withhold from the Purchase Price and pay the Indemnity Escrow Agreement is executed Amount with the Escrow Agent. The Indemnity Escrow Amount shall be held by the Escrow Agent pursuant to the terms and effectiveconditions of the indemnity escrow agreement in the form attached hereto as Schedule 3.2 (the "INDEMNITY ESCROW AGREEMENT"), in a separate interest bearing escrow account. On the first anniversary of the Closing Date, the Borrower Escrow Agent shall deposit into the escrow account held under release to Vendor the Indemnity Escrow Agreement Amount less (i) any amount paid prior to the “Indemnity Escrow”) an amount equal to two percent (2%) first anniversary of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of Closing Date by the Escrow Agent with respect to Claims of indemnity pursuant to Article 12 of this Agreement, and neither (ii) any amount claimed in any notice delivered pursuant to Section 12.3 of this Agreement with respect to Claims of indemnity that have not been resolved or satisfied as of the Borrower nor first anniversary of the Agents Closing Date (the "UNRESOLVED CLAIMS"). As soon as all Unresolved Claims, if any, have been resolved, the Escrow Agent shall have any access thereto or right release to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out Vendor the remaining portion of the Indemnity Escrow Amount not required to satisfy such Unresolved Claims. All interest accrued on the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents Indemnity Escrow Amount shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior the Vendor pursuant to the execution and effectiveness terms of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty (30) days As a remedy for the indemnity set forth in Article VII, at the Closing, Parent shall deposit with the Escrow Agent such number of the Effective Date or Common Transaction Shares as shall equal 7.5% of the Transaction Shares (the “Escrowed Indemnity Shares”), comprised of Common Escrowed Earnout Shares (including that portion of the First Target Shares, Second Target Shares and Third Target Shares consisting of Common Escrowed Earnout Shares) and Common Transaction Shares that are not Escrowed Earnout Shares to be held in a separate escrow account and released therefrom (if earlierapplicable) from time to time to Parent in satisfaction of such indemnity, all in accordance with Article VII hereof and the terms and conditions of the Escrow Agreement. On the fifth Business Day following the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity EscrowEscrow Termination Date”) an amount equal to two percent that is fifteen (2%15) of all Term Loans under this Agreement. The amounts held under months from the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of Closing Date, the Escrow Agent shall release the Escrowed Indemnity Shares, less any of such shares applied in satisfaction of a claim for indemnification and neither the Borrower nor the Agents shall have any access thereto or right of such shares related to make any withdrawal therefroma claim for indemnification that is then unresolved. Upon such release, except Escrowed Indemnity Shares that the Agents constitute Common Transaction Shares shall be permitted delivered to have funds distributed to them out the Company Stockholders in accordance with Section 2.6(d) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow to the extent that any Indemnitee is entitled Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification under Section 12.15 hereof from the Borrower which is and not timely paid, in which case the Agents shall cause such distributions to be paid applied as indemnification with respect to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents claim upon its resolution shall deposit such withheld funds be delivered in accordance with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountpreceding sentence.

Indemnity Escrow. Within thirty (30) days On the Closing Date, the Owners shall, on behalf of the Effective Date or if earlierSelling Stockholders, pay to Escrow Agent in immediately available funds, to the date that account designated by the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Agent (the “Indemnity EscrowEscrow Account”) an amount equal ), the Escrow Amount, in accordance with the terms of this Agreement and the Escrow Agreement, and the Selling Stockholders will be deemed to two percent (2%) have consented to the deposit with the Escrow Agent of all Term Loans under this Agreementthe Escrow Amount without any act required on the part of any such stockholder. The amounts held under portion of the Escrow Amount contributed on behalf of each holder of Company Common Stock shall be determined with reference to each such stockholder’s Pro Rata Escrow Basis. As used herein, “Pro Rata Escrow Basis” shall mean, as to any particular holder of Company Capital Stock, the quotient determined by dividing (A) the amount of cash consideration such stockholder is entitled to receive with respect to its Company Capital Stock pursuant to Section 3.1(c) by (B) the Merger Consideration. Any indemnification the Owners Indemnified Parties are entitled to pursuant to this Article IX shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Agreement shall at all times be under Account (but subject to and in accordance with the exclusive dominion and control terms of the Escrow Agreement), by release of funds to the Owners Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent and neither shall accordingly reduce the Borrower nor Indemnity Escrow Amount and, second, to the Agents extent the Indemnity Escrow Amount is insufficient or unavailable to pay any remaining sums due, then the Signing Stockholders shall have be required to pay all of such additional sums due and owing to the Owners Indemnified Parties by wire transfer of immediately available funds within five Business Days after the date of such notice. Any such payments by the Signing Stockholders shall be on a pro rata basis with any access thereto or right Signing Stockholder’s pro rata portion being determined by the fraction where the numerator is the number of shares of Company Common Stock owned by that Signing Stockholder for which they are receiving the Per Share Price and the denominator is the total number of shares of Company Common Stock for which any Selling Stockholder received Per Share Price. On the Expiration Date, the Escrow Agent shall release the Indemnity Escrow Amount (to make the extent not utilized to pay the Owners for any withdrawal therefromindemnification claim) to the Stockholder Representative, except that the Agents Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (i) the amount of claims for indemnification under this Article IX asserted prior to such date but not yet resolved (“Unresolved Claims”) and (ii) the Debenture Cap in effect on the Expiration Date. The Indemnity Escrow Amount retained for Unresolved Claims shall be permitted released to have funds distributed to them out of the Indemnity Stockholder Representative by the Escrow Agent (to the extent that not utilized to pay the Owners for any Indemnitee is entitled such claims resolved in favor of the Owners) upon their resolution in accordance with this Article IX and the terms of the Escrow Agreement. The Indemnity Escrow Amount retained with respect to any indemnification under Losses specified in Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents 9.7 shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior released to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with Stockholder Representative by the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, extent not utilized to pay the Owners for its own accountany such Losses) upon their resolution in accordance with this Article IX and the terms of the Escrow Agreement.

Indemnity Escrow. Within thirty The Seller agrees that the sum of $4,000,000 (30the "Indemnity Escrow Funds") days otherwise payable to the Seller as part of the Effective Date or if earlier, Interests Purchase Price at Closing shall be delivered by the date that Purchaser to the Escrow Agent pursuant to the Indemnity Escrow Agreement is executed to be held by the Escrow Agent in an interest bearing account (the "Indemnity Escrow Account") pursuant to the terms of this Agreement and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents Funds shall be permitted available for payment of any claims made by a Purchaser Indemnified Party pursuant to have funds distributed to them out Article VI below and in accordance with the terms of the Indemnity Escrow Agreement. The Purchaser Indemnified Parties shall first seek reimbursement for any Losses for which they are entitled to receive indemnification under this Agreement out of the funds deposited in the Indemnity Escrow Account, pursuant to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness terms of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until such funds are exhausted or released from the Indemnity Escrow Agreement Account. On the first anniversary of the Closing, the Indemnity Escrow Funds held in the Indemnity Escrow Account shall be released to the Seller, unless prior to that date the Purchaser advises the Escrow Agent, the Seller and the Principal Shareholders in writing that any claim for indemnification under Article VI below (each, a "Claim") by any Purchaser Indemnified Party has been asserted and is executed and effectivethen pending. Any such notice shall specify the total amount of the pending Claim(s). If such notice is timely received by the Escrow Agent, at which time the Agents shall deposit such withheld funds with the Escrow Agent shall release only that part of the Indemnity Escrow Account that is eligible to be released pursuant to the preceding sentence that exceeds the total amount of any Claim(s) received, with the remaining funds to be held under in the Indemnity Escrow Account until such agreement (with such deposit credited against the Borrower’s obligations under the first sentence Claim(s) are resolved. Prior to receipt of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfieda Claim, any remaining funds held under interest on the Indemnity Escrow Agreement shall be distributed to for the Borroweraccount of the Seller. Following receipt of a Claim, for its own accountinterest shall be paid in the same proportion as the principal Indemnity Escrow Funds are disbursed.

Indemnity Escrow. Within Subject to the following requirements, the Indemnity Escrow Fund shall be in existence during the period (the "INDEMNITY ESCROW PERIOD") commencing upon receipt by the Escrow Agent of the Indemnity Escrow Fund and shall terminate upon the earlier to occur of (A) 5:00 p.m., local time at Buyer's headquarters, on the date thirty (30) days of after the Effective Survival Date or if earlier(as such date is certified in writing by the Buyer to the Escrow Agent), and (B) the date that when the last portion of the Indemnity Escrow Agreement Fund then held by the Escrow Agent is executed and effectivedistributed in accordance with this Section 8.3 (such date, the Borrower shall deposit into the escrow account held under "INDEMNITY ESCROW TERMINATION DATE"). Upon the Indemnity Escrow Agreement (Termination Date the “Indemnity Escrow”) an Escrow Agent shall immediately distribute to the Indemnifying Stockholders the full remaining amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at Fund, less (i) any Disputed Amounts, (ii) any amounts necessary to satisfy claims for Losses that have been previously resolved pursuant to Section 8.3(f), and (iii) the amount of all times be under other Losses for which Buyer has delivered an Officer's Certificate prior to the exclusive dominion Indemnity Escrow Termination Date with respect to facts and control of circumstances existing prior to the Indemnity Escrow Termination Date but which are not yet resolved pursuant to Section 8.3. As soon as all such pending claims have been resolved in accordance with this Section 8.3, the Escrow Agent and neither shall promptly deliver the Borrower nor remaining portion of the Agents shall have any access thereto or right Indemnity Escrow Fund, if any, to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them Indemnifying Stockholders. Deliveries of amounts out of the Indemnity Escrow Fund to the extent that any Indemnitee is entitled Indemnifying Stockholders pursuant to any indemnification under this Section 12.15 hereof from the Borrower which is not timely paid, 8.3(b)(i) shall be made in which case the Agents shall cause such distributions proportion to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness their respective Indemnity Pro Rata Portion of the remaining Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountFund.

Indemnity Escrow. Within thirty On the Closing Date, Buyer shall, on behalf of Sellers, pay to First American Title Insurance Corporation, as agent to Buyer and Sellers (30) days of the Effective Date or if earlier“Escrow Agent”), in immediately available funds, to the date that account designated by the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Agent (the “Indemnity EscrowEscrow Account”) ), an amount equal to two percent $3,000,000 (2%) the “Indemnity Escrow Amount”), in accordance with the terms of all Term Loans under this Agreement and the Escrow Agreement, substantially in the form attached hereto as Exhibit B, which will be executed at the Closing, by and among Buyer, Seller and the Escrow Agent (the “Escrow Agreement”). The amounts held under Any payment any Seller is obligated to make to any Buyer Indemnified Parties pursuant to this Article IX shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Agreement shall at all times be under Account, by release of funds to the exclusive dominion and control of Buyer Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent within five Business Days after the date notice of any sums due and neither owing is given to the Borrower nor Seller (with a copy to the Agents Escrow Agent pursuant to the Escrow Agreement) by the applicable Buyer Indemnified Party and shall have accordingly reduce the Indemnity Escrow Amount and, second, to the extent the Indemnity Escrow Amount is insufficient to pay any access thereto or right remaining sums due, then the Sellers shall be required to make pay all of such additional sums due and owing to the Buyer Indemnified Parties by wire transfer of immediately available funds within five Business Days after the date of such notice. On July 1, 2008, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Buyer for any withdrawal therefromindemnification claim) to Sellers, except that the Agents 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 asserted prior to June 30, 2008 but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be permitted to have funds distributed to them out of released by the Indemnity Escrow Agent (to the extent that not utilized to pay Buyer for any Indemnitee is entitled to any indemnification under Section 12.15 hereof from such claims resolved in favor of Buyer) upon their resolution in accordance with this Article IX and the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty (30) days of At the Effective Date or if earlierClosing, pursuant to and in accordance with Section 1.8(c)(i), the date that Purchaser will deposit the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit Deposit into the an escrow account held under the Indemnity Escrow Agreement (the “Indemnity EscrowEscrow Account”) established by the Purchaser and the Company with Capital One Bank, N.A. (the “Escrow Agent”) pursuant to an amount equal escrow agreement by and among the Purchaser, the Company and the Escrow Agent, in the form attached hereto as Exhibit G (the “Escrow Agreement”). The Indemnity Escrow Deposit, together with any interest and other earnings thereon (collectively, the “Indemnity Escrow Funds”), will be held from and after the Closing until the date that is fifteen (15) months after the Closing Date (subject to two percent extension for any then-pending claims of Purchaser Indemnified Parties under Article VII) (2%as so extended, the “Indemnity Escrow Period”), to serve as a source of recovery for: (i) any indemnifiable Losses owed by the Stockholders to Purchaser Indemnified Parties pursuant to Article VII; and (ii) if the Purchaser elects such method of satisfaction, any A/R Settlement Amount owed by the Company and the Stockholders to the Purchaser pursuant to Section 5.9. As soon as reasonably practicable after the date that is fifteen (15) months after the Closing Date (the “Initial Indemnity Escrow Period End Date”), the Escrow Agent shall release to the Company any Indemnity Escrow Funds remaining in the Indemnity Escrow Account as of the Initial Indemnity Escrow Period End Date that are not then subject to any then-pending claims of Purchaser Indemnified Parties under Article VII. Any Indemnity Escrow Funds held in the Indemnity Escrow Account after the Initial Indemnity Escrow Period End Date because of the existence of then-pending claim(s) of all Term Loans Purchaser Indemnified Parties under this Article VII shall be released from the Indemnity Escrow Account to the Purchaser or the Company (as applicable) upon resolution of the applicable claim(s), pursuant to the terms and conditions of the Escrow Agreement. The amounts held under Purchaser, the Company and the Stockholders each agree to promptly take all actions (including executing and delivering joint written instructions to the Escrow Agent) requested by any of the other parties to effect releases of Indemnity Escrow Agreement shall at all times be under the exclusive dominion Funds in accordance with this Section 1.9(a), Section 5.9, Article VII and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty (30) days of In order to provide security for Sellers’ indemnification obligations under this Agreement, the Effective Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing in accordance with this Section 8.12 and the Escrow Agreement. With respect to each claim for indemnification asserted in good faith by Buyer against Sellers pursuant to Section 8.2 or special warranty claim pursuant to the Assignment during the period from and after the Closing Date or if earlier, up to the date that is two years following the Closing Date (the “Escrow Termination Date”), upon final resolution or determination of such an indemnity or warranty claim by the applicable Parties or in accordance with Section 8.7, as applicable, Buyer and Seller’s Representatives shall jointly instruct Escrow Agent to disburse to Buyer the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account being held under in the Indemnity Escrow Agreement account as would satisfy such finally resolved or determined indemnity or warranty claim. On the date that is six months following the Closing Date, Buyer and Seller’s Representatives shall jointly instruct the Escrow Agent to disburse to Seller’s Representatives an amount equal to the positive difference, if any, between (the “Indemnity Escrow”a) Fifteen Million Dollars ($15,000,000), and (b) an amount equal to two percent the sum of (2%i) all amounts disbursed to Buyer as of all Term Loans under this Agreementsuch date, and (ii) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such time in the proportions requested by Seller’s Representatives within three Business Days of its receipt of such joint instruction. The amounts held under On the Indemnity Escrow Agreement date that is 12 months following the Closing Date, Buyer and each Seller’s Representative shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with jointly instruct the Escrow Agent to be held under disburse to Seller’s Representatives an amount equal to the positive difference, if any, between (A) Twenty-Five Million Dollars ($25,000,000), and (B) an amount equal to the sum of (1) all amounts disbursed to Seller’s Representatives as of such agreement date, (with 2) all amounts disbursed to Buyer as of such deposit credited against date, and (3) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such time in the Borrowerproportions requested by Seller’s obligations under Representatives within three Business Days of its receipt of such joint instruction. On the first sentence Escrow Termination Date, Seller’s Representatives shall, subject to the remainder of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfiedsentence, any remaining funds held under be entitled to receive the Indemnity Escrow Agreement balance as of such time and such amount shall be automatically distributed to Seller’s Representatives in the Borrowerproportions requested by Seller’s Representatives pursuant to the terms of the Escrow Agreement (and Buyer and Seller’s Representatives shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the foregoing); provided, for however, that Sellers shall not be entitled to a distribution of, and Escrow Agent shall retain, any amounts necessary to satisfy any unresolved Claim Notices that have been timely delivered by Buyer in good faith in accordance with Section 8.7 (which amounts shall remain in the Indemnity Escrow until such Claim Notices are finally resolved). If there are remaining amounts due by any Seller to Buyer pursuant to its own accountindemnity obligations under Section 8.2 after the Indemnity Escrow balance is exhausted, then such amounts HN\1533753.22 shall be promptly paid to Buyer by such Seller as they are agreed by the applicable Parties or finally determined in accordance with the terms of this Agreement. If there are any funds remaining in the Indemnity Escrow account after the resolution of all previously outstanding Claim Notices, then Seller’s Representatives and Buyer shall promptly jointly instruct Escrow Agent to release the remaining account balance to Seller’s Representatives in the proportions requested by Seller’s Representatives within three Business Days of its receipt of such joint instruction.

Indemnity Escrow. Within thirty (30) days of the Effective Date or if earlierExcept as set forth herein, the date that the Indemnity Escrow Agreement is executed and effective, Consideration shall be held in escrow until the Borrower shall deposit into Expiration Date (the escrow account held under the “Indemnity Escrow Agreement Period”) as collateral for the indemnification obligations of the Company’s stockholders as set forth below (the “Indemnity Escrow”) ). Notwithstanding the foregoing, a portion of the Indemnity Escrow Consideration shall be required to remain in escrow after the Indemnity Escrow Period in an amount equal sufficient to two percent (2%) satisfy any unsatisfied claims specified in a written notice tendered to the escrow agent in accordance with the terms of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under prior to the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out expiration of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, Period (in which case any representation or warranty to which such claim applies which would naturally terminate at the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness end of the Indemnity Escrow Agreement, Period shall continue to survive until such time as the Agent claim is settled or a final award or judgment has been issued with respect thereto; provided that any such representation or warranty shall survive solely as it relates to that particular claim and shall not survive for any separate or additional claim that may withhold two percent (2%) arise after the last day of any Term Loans until the Indemnity Escrow Period). The Indemnity Escrow shall be governed by the terms hereof and the Indemnity Escrow Agreement is executed and effectiveamong Quantum, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfiedCompany, any remaining funds held under the Indemnity Escrow Agreement Stockholder Representative (as defined below), the Company’s stockholders and the escrow agent. During the Indemnity Escrow Period, each of the Company’s stockholders shall have the right to direct the voting of the shares of Quantum Common Stock represented by such stockholder’s pro rata portion of the Indemnity Escrow Consideration that remains from time to time in the Indemnity Escrow account. The Company’s stockholders shall be distributed entitled to receive, upon the termination of the Indemnity Escrow Period on a pro rata basis, any Indemnity Escrow Consideration not applied by Quantum to the Borrower, payment of a claim in a manner consistent with this Article VI and the Indemnity Escrow Agreement. Payment to Indemnified Parties from the Indemnity Escrow to satisfy claims for its own accountindemnification shall be paid in accordance with the provisions hereof and the Indemnity Escrow Agreement.

Indemnity Escrow. Within thirty (30i) days At or prior to the Closing, Pubco, the Seller Representative and American Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to Purchaser and the Company), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Date Time, in form and substance reasonably satisfactory to Purchaser and the Company (the “Escrow Agreement”), pursuant to which Pubco shall cause to be delivered to the Escrow Agent a number of Class B Exchange Shares (each valued at the Redemption Price) equal to (x) fifteen percent (15%) of the estimated Exchange Consideration, divided by (y) the Redemption Price otherwise issuable to the Sellers at the Closing based on the Estimated Closing Statement (such Class B Exchange Shares, together with any equity securities paid as dividends or if earlierdistributions with respect to such shares or into which such shares are exchanged or converted, the date that in each case, as long as they remain in the Indemnity Escrow Agreement is executed and effectiveAccount, the Borrower shall deposit into the escrow account held under “Indemnity Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Indemnity Escrow Agreement Shares, in each case, as long as they remain in the Indemnity Escrow Account (together with the Indemnity Escrow Shares, the “Indemnity Escrow Property”), in a segregated escrow account (the “Indemnity EscrowEscrow Account”) an amount equal to two percent (2%) and disbursed in accordance with the terms of all Term Loans under this Agreement and the Escrow Agreement. The amounts held under portion of the Class B Exchange Shares that shall be withheld at the Closing for deposit in the Indemnity Escrow Agreement Account, and any disbursement from the Indemnity Escrow Account to Pubco, shall at all times be under allocated between the Class B Sellers based on each such Seller’s relative Pro Rata Share (as between themselves). The Indemnity Escrow Shares shall serve as the sole and exclusive dominion and control source of payment of the Escrow Agent obligations of the Sellers under Section 2.5(d) and neither the Borrower nor obligations of the Agents shall have Indemnitors pursuant to Article IX (other than with respect to (A) Fraud Claims or (B) any access thereto or right to make indemnification claims for breach of any withdrawal therefromCompany and Seller Fundamental Representations, except that for which the Agents Main Seller shall be permitted solely responsible). Unless otherwise required by Law, all distributions made from the Indemnity Escrow Account shall be treated by the Parties as an adjustment to have funds distributed the Exchange Consideration received by the Sellers pursuant to them out Article II hereof. Each Class B Seller shall be deemed to be the owner of such Seller’s relative Pro Rata Share (as between themselves) of the Indemnity Escrow Shares during the time such Indemnity Escrow Shares are held in the Indemnity Escrow Account, subject to the extent that retention of any Indemnitee is entitled dividends, distributions and other earnings thereon in the Indemnity Escrow Account until disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. Each Class B Seller shall have the right to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause vote such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness Seller’s relative Pro Rata Share (as between themselves) of the Indemnity Escrow Agreement, Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted) during the Agent may withhold two percent (2%) of any Term Loans until time held in the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Account as Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountShares.

Indemnity Escrow. Within thirty (30) days of Subject to the Effective Date or if earlier, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of continued retention by the Escrow Agent and neither the Borrower nor the Agents shall have of any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out portion of the Indemnity Escrow to that is the extent subject of a pending indemnification claim until resolution thereof, promptly after the date that is the eighteen (18) month anniversary of the Closing Date, unless earlier released as a result of satisfaction of an indemnification claim by Cash Satisfaction, payment of an indemnification claim hereunder or upon forfeiture by a Stockholder of any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness portion of the Indemnity Escrow Agreementotherwise constituting Restricted Stock as contemplated in Section 2.11, the Escrow Agent may withhold two percent (2%) of any Term Loans until shall release to the Stockholders to the Indemnity Escrow Agreement is executed that does not constitute Restricted Stock based upon the Stockholder’s Proportionate Share (other than for Dissenting Shares, satisfaction of any indemnification claim in cash pursuant to Section 8.5(c) and effective, at which time subject to adjustment for any amounts payable by any Stockholder for breaches of its individual representations and warranties or covenants in Article I of the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfiedStockholder Agreement, any forfeited stock, and any Cash Satisfaction), the Stock Consideration remaining funds held under in the Indemnity Escrow after satisfaction of any indemnifiable claims for Losses and not subject to a pending claim as provided in the Escrow Agreement as adjusted for any Cash Satisfaction. The remaining Acquiror Common Stock that remains Restricted Stock shall be distributed delivered to, and retained by Acquiror’s transfer agent, as Restricted Stock for release as such stock is no longer subject to risk of forfeiture, subject to this Article VIII. In the event of the termination of the Indemnity Escrow after resolution of any pending claims following the earlier of (i) the anniversary date on which such shares in the Indemnity Escrow are no longer subject to the Borrowerrisk of forfeiture and (ii) an Acceleration Event, Acquiror shall promptly distribute any remaining Indemnity Escrow to the Stockholders based upon such Stockholder’s Proportionate Share (other than for Dissenting Shares and subject to adjustment of any amounts payable by any Stockholder for breaches of its own accountrepresentations and warranties or covenants in Article I of the Stockholder Agreement).

Indemnity Escrow. Within thirty (30) days of As soon as practicable after the Effective Date or if earlierTime, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower GoodNoise shall deposit into the an escrow account held under (the "Indemnity Escrow") with a national bank or other financial institution reasonably acceptable to Nordic, as escrow agent (the "Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two Agent"), twenty percent (220%) of all Term Loans under this Agreementthe GoodNoise Shares (the "Indemnity Escrow Holdback"). The amounts held under the Indemnity Escrow Agreement Holdback shall be withheld on a pro rata basis from the Nordic Shareholders who otherwise are entitled to such amounts at all times the Effective Time and shall be under governed by the exclusive dominion terms set forth herein and control in an escrow agreement (the "Indemnity Escrow Agreement") in substantially the form attached hereto as Exhibit E. The Indemnity Escrow (but only up to a maximum of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out total ---------- aggregate value of the Indemnity Escrow Holdback) shall be available to compensate the Indemnitees for any loss, to the extent of the amount of Damages that such Indemnitee has incurred and which are subject to indemnification hereunder. So long as the GoodNoise shares remain subject to escrow, the Shareholders shall have the right to vote said shares or give a proxy for the same. Furthermore, any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be distribution of money or property (including additional shares of GoodNoise equity) paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of by GoodNoise on the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until Holdback shall be added to the Indemnity Escrow Agreement is executed Holdback and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent become subject to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement Escrow. Said additions shall thereafter be distributed to the Borrower, for its own accountShareholders upon expiration of the Indemnity Escrow.

Indemnity Escrow. Within thirty (30) days The “Holdback” shall consist of $10,700,000 of the Effective Date or if earlierAggregate Merger Consideration to be deposited in escrow at Closing with an escrow agent reasonably acceptable to SBI and Parent, the date and pursuant to an escrow agreement that the Indemnity Escrow Agreement is executed reasonably acceptable to SBI and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Parent (the “Indemnity Escrow”) an amount equal ). The Parent Indemnified Parties shall be paid, compensated or otherwise reimbursed solely through and from the Indemnity Escrow. Notwithstanding the foregoing, nothing contained in this Agreement, including this Section 8.5, shall be construed to two percent (2%) limit any rights of the Parent Indemnified Parties for full indemnification or otherwise against any SBI Stockholder severally with respect to the failure of such SBI Stockholder to have good, valid and marketable title to any SBI Shares held by such SBI Stockholder as represented herein, free and clear of all Term Loans under Liens or to have the full right, capacity and authority to vote all of such SBI Shares in favor of the Merger and any other transaction contemplated by this Agreement; provided that in no event shall any SBI Stockholder have liability to the Parent Indemnified Parties for Losses in excess of the Merger Consideration payable to such SBI Stockholder. The On expiration of the Survival Period, all amounts held under in the Indemnity Escrow Agreement shall at all times be that have not been used to compensate a Parent Indemnified Party as provided in this Article VIII or which do not constitute a Reserve Amount under the exclusive dominion and control provisions of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefromSection 8.5.2.2, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the BorrowerSBI Stockholders, for its own accountpro rata in proportion to the amount each was entitled to receive of the Merger Consideration payable to the SBI Stockholders. On resolution of the claim underlying any Reserve Amount or on expiration of three years from the expiration of the Survival Period without a formal proceeding having been filed against the Parent Indemnified Parties with respect to the underlying claim, such Reserve Amount shall be distributed to the SBI Shareholders in the same proportion as set forth above. On any distribution from the Indemnity Escrow, interest accrued on the Convertible Notes shall be allocated between Parent and the SBI Stockholders based on the respective portions of the Holdback amount otherwise received by them pursuant to this Section 8.5.

Indemnity Escrow. Within thirty (30In order to provide security for Seller’s indemnification obligations under this Article 11 and Seller’s special warranty granted in the Assignment and Xxxx of Sale, the Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing in accordance with this Section 11.7 and the Escrow Agreement. With respect to each claim for indemnification asserted by Purchaser against Seller pursuant to this Article 11 or special warranty claim asserted by Purchaser pursuant to the Assignment and Xxxx of Sale and Section 3.1(c) days of during the Effective period from and after the Closing Date or if earlier, up to the date that is twelve (12) months following the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Closing Date (the “Indemnity EscrowEscrow Termination Date”) ), upon final resolution or determination of such an amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under indemnity or special warranty claim by the Indemnity Escrow Agreement Parties or in accordance with Section 11.4, as applicable, Purchaser and Seller shall at all times be under the exclusive dominion and control of the jointly instruct Escrow Agent and neither to disburse to Purchaser the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefromamount set forth in such joint instruction, except which will be that the Agents shall be permitted to have funds distributed to them out portion of the Indemnity Escrow being held in the Escrow Account as would satisfy such finally resolved or determined indemnity or special warranty claim. On the Escrow Termination Date, Seller shall be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be automatically distributed to Seller pursuant to the terms of the Escrow Agreement (and Purchaser and Seller shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the foregoing). If there are remaining amounts due by Seller to Purchaser pursuant to the indemnity obligations under this Article 11 after the Indemnity Escrow balance is exhausted, then such amounts shall be promptly paid to Purchaser by Seller as they are agreed by the Parties or finally determined in accordance with the terms of this Agreement. To the extent that Purchaser asserts any Indemnitee Damages for which it believes it is entitled to indemnification pursuant to this Article 11 or any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior special warranty claims pursuant to the execution Assignment and effectiveness Xxxx of Sale and Section 3.1(c), Purchaser shall pursue such claims against the Indemnity Escrow first, and Seller shall not have any personal liability for such claims unless and until the Indemnity Escrow is exhausted, and then only as further limited in accordance with the terms of this Agreement. On the date that is six (6) months following the Closing Date, Seller and Purchaser shall jointly instruct the Escrow Agent to disburse to Seller fifty percent (50%) of the amount of the Indemnity Escrow Agreementbalance as of such time, the Agent may withhold two percent (2%) excluding those amounts attributable to any claim for indemnification asserted as of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent date by Purchaser against Seller pursuant to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed Article 11 or special warranty claim asserted by Purchaser pursuant to the Borrower, for its own accountAssignment and Xxxx of Sale and Section 3.1(c) that has not been previously satisfied as of such date.

Indemnity Escrow. Within thirty On the Closing Date, Buyer shall, on behalf of Sellers, pay from the Initial Purchase Price to Title Company, as agent to Buyer and Sellers (30) days of the Effective Date or if earlier“Escrow Agent”), in immediately available funds, to the date that account designated by the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Agent (the “Indemnity EscrowEscrow Account”) ), an amount equal to two percent $2,000,000 (2%) the “Indemnity Escrow Amount”), in accordance with the terms of all Term Loans under this Agreement and the Escrow Agreement, substantially in the form attached hereto as Exhibit D, which will be executed at the Closing, by and among Buyer, Sellers and the Escrow Agent (the “Escrow Agreement”). The amounts held under Any payment any Seller is obligated to make to any Buyer Indemnitees pursuant to this Article X shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Agreement shall at all times be under Account, by release of funds to the exclusive dominion and control of Buyer Indemnitees from the Indemnity Escrow Account by the Escrow Agent within five Business Days after the date notice of any sums due and neither owing is given to the Borrower nor Sellers (with a copy to the Agents Escrow Agent pursuant to the Escrow Agreement) by the applicable Buyer Indemnitee and shall have accordingly reduce the Indemnity Escrow Amount and, second, to the extent the Indemnity Escrow Amount is insufficient to pay any access thereto or right remaining sums due, then the Sellers shall be required to make pay all of such additional sums due and owing to the Buyer Indemnitees by wire transfer of immediately available funds within five Business Days after the date of such notice. On the first anniversary of the Closing Date, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Buyer for any withdrawal therefromindemnification claim) to Sellers, except that the Agents 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 X asserted prior to the first anniversary of the Closing Date but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be permitted to have funds distributed to them out of released by the Indemnity Escrow Agent (to the extent that not utilized to pay Buyer for any Indemnitee is entitled to any indemnification under Section 12.15 hereof from such claims resolved in favor of Buyer) upon their resolution in accordance with this Article X and the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty (30) days of On the Effective Date or if earlierClosing Date, the date that the Indemnity Escrow Agreement is executed Purchasers shall pay to a financial institution to be mutually agreed upon, as agent to Purchasers and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Seller (the “Indemnity EscrowEscrow Agent”) ), in immediately available funds, to the account designated by the Escrow Agent (the “Escrow Account”), an amount equal to two percent $30,000,000 (2%) the “Escrow Amount”), in accordance with the terms of all Term Loans under this Agreement and an Escrow Agreement, which will be executed at the Closing, by and among Baseball Express, Seller and the Escrow Agent (the “Escrow Agreement”). The Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X (except amounts held setoff under the Indemnity Contingent Note pursuant to its terms with respect to (a) any indemnification obligations under Sections 10.2(a)(ii) or (iii), or (b) any indemnification obligations under Section 10.2(a)(i) if the relevant breach of representation or warranty arose from intentional fraud committed with the Knowledge of Seller) shall be paid solely from the funds in the Escrow Agreement shall at all times be under Account, by release of funds to the exclusive dominion Purchaser Indemnified Parties from the Escrow Account by the Escrow Agent pursuant to the terms and control conditions of the Escrow Agreement and shall accordingly reduce the amount in the Escrow Account; provided that, in no event, including if the amount in the Escrow Account is insufficient to pay any remaining sums due, will Seller be required to pay any amounts (other than amounts paid to Purchaser Indemnified Parties out of the Escrow Account or amounts setoff under the Contingent Note pursuant to its terms) to Purchasers for indemnification obligations under this Article X. As will be more fully set forth in the Escrow Agreement, on the first anniversary of the Closing Date, the Escrow Agent and neither shall release the Borrower nor amount then in the Agents Escrow Account (to the extent not utilized to pay Purchasers for any indemnification claim) to TRBP, which shall have any access thereto or right to make any withdrawal therefrombe paid by wire transfer of immediately available funds into an account designated by TRBP, except that the Agents 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 X asserted prior to such first anniversary but not yet resolved (“Unresolved Claims”). The amount in the Escrow Account retained for Unresolved Claims shall be permitted to have funds distributed to them out of released by the Indemnity Escrow Agent (to the extent that not utilized to pay Purchasers for any Indemnitee is entitled such claims resolved in favor of Purchasers) upon their resolution in accordance with this Article X and the Escrow Agreement to any indemnification under Section 12.15 hereof from the Borrower TRBP, which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness by wire transfer of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld immediately available funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountinto an account designated by TRBP.

Indemnity Escrow. Within thirty (30) days of As soon as practicable after the Effective Date or if earlierTime, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower Xxxxxxx shall deposit into the an escrow account held under (the "Indemnity Escrow") with IBJ Xxxxxxxx Bank & Trust Company as escrow agent (the "Indemnity Escrow Agreement Agent"), (the “Indemnity Escrow”i) an amount equal to two ten percent (210%) of all Term Loans under this Agreementthe Xxxxxxx Shares, (ii) the Revenue Contingent Share Pool and (iii) the Additional Share Pool (collectively, the "Indemnity Escrow Holdback"). The amounts held under the Indemnity Escrow Agreement Holdback shall be withheld on a pro rata basis from the Concept Shareholders who otherwise are entitled to such amounts at all times be under the exclusive dominion and control Effective Time or at the end of the Escrow Agent Measurement Period and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted governed by the terms set forth herein and in an escrow agreement (the "Indemnity Escrow Agreement") in substantially the form attached hereto as EXHIBIT F. The Indemnity Escrow (but only up to have funds distributed to them out a maximum of the total aggregate value of the Indemnity Escrow Holdback) shall be available to compensate the Indemnitees for any loss, to the extent of the amount of Damages that such Indemnitee has incurred by reason of the breach by Concept of any representation, warranty, covenant or agreement of Concept contained herein, or by reason of any misrepresentation by Concept made in or pursuant to Section 3 of this Agreement or in any certificate delivered by Concept pursuant to this Agreement; provided, however, that any Indemnitee claim or Legal Proceeding for which indemnity is entitled to any indemnification under Section 12.15 hereof sought shall be satisfied from the Borrower which Indemnity Escrow Holdback in the following priority: (i) from the ten percent (10%) of the Xxxxxxx Shares deposited in escrow, (ii) from the Revenue Contingent Share Pool (so long as indemnity is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made sought prior to the execution end of the Indemnification Period) and effectiveness (iii) from the Additional Share Pool (so long as indemnity is sought prior to the end of the Indemnification Period). No shareholder of Concept shall have any personal obligation to indemnify Indemnitee hereunder, such obligation shall extend only to such shareholders interest in the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountHoldback.

Indemnity Escrow. Within thirty (30a) days At the Closing, the Buyer shall issue (or shall instruct the Buyer’s transfer agent to issue) the Indemnity Escrow Shares in the name of the Effective Date Escrow Agent or if earlierits nominee. As promptly as practicable following the Closing, in accordance with the Escrow Agreement, the date Buyer shall deliver to the Escrow Agent and the Seller written evidence (in the form of a direct registration statement or other customary written evidence of the registration of the Indemnity Escrow Shares) of the issuance of the Indemnity Escrow Shares and registration of the Indemnity Escrow Shares in book-entry in the name of the Escrow Agent or its nominee, to be held by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement. In accordance with the Escrow Agreement, any dividends, distributions or other income earned on or with respect to the Indemnity Escrow Shares shall be deposited in the Indemnity Escrow Account. Such deposited dividends, distributions or other income earned with respect to the Indemnity Escrow Shares shall remain in the Indemnity Escrow Account and be distributed according to the provisions herein and the Escrow Agreement. During such time that the Indemnity Escrow Agreement is executed and effectiveShares are held by the Escrow Agent, the Borrower Seller shall deposit into retain the escrow account held under right to vote the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountShares.

Indemnity Escrow. Within thirty (30) days of In order to provide security for Sellers’ indemnification obligations under this Agreement, the Effective Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing in accordance with this Section 8.12 and the Escrow Agreement. With respect to each claim for indemnification asserted in good faith by Buyer against Sellers pursuant to Section 8.2 or special warranty claim pursuant to the Assignment during the period from and after the Closing Date or if earlier, up to the date that is two years following the Closing Date (the “Escrow Termination Date”), upon final resolution or determination of such an indemnity or warranty claim by the applicable Parties or in accordance with Section 8.7, as applicable, Buyer and Seller’s Representative shall jointly instruct Escrow Agent to disburse to Buyer the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account being held under in the Indemnity Escrow Agreement account as would satisfy such finally resolved or determined indemnity or warranty claim. On the date that is six months following the Closing Date, Buyer and Seller’s Representative shall jointly instruct the Escrow Agent to disburse to Seller’s Representative an amount equal to the positive difference, if any, between (the “Indemnity Escrow”a) Fifteen Million Dollars ($15,000,000), and (b) an amount equal to two percent the sum of (2%i) all amounts disbursed to Buyer as of all Term Loans under this Agreementsuch date, and (ii) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such time in the proportions requested by Seller’s Representative within three Business Days of its receipt of such joint instruction. The amounts held under On the Indemnity Escrow Agreement date that is 12 months following the Closing Date, Buyer and Seller’s Representative shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with jointly instruct the Escrow Agent to be held under disburse to Seller’s Representative an amount equal to the positive difference, if any, between (A) Twenty-Five Million Dollars ($25,000,000), and (B) an amount equal to the sum of (i) all amounts disbursed to Buyer as of such agreement date, and (with ii) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such deposit credited against time in the Borrowerproportions requested by Seller’s obligations under Representative within three Business Days of its receipt of such joint instruction. On the first sentence Escrow Termination Date, Seller’s Representative shall, subject to the remainder of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfiedsentence, any remaining funds held under be entitled to receive the Indemnity Escrow Agreement balance as of such time and such amount shall be automatically distributed to Seller’s Representative in the Borrowerproportions requested by Seller’s Representative pursuant to the terms of the Escrow Agreement (and Buyer and Seller’s Representative shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the foregoing); provided, for however, that Sellers shall not be entitled to a distribution of, and Escrow Agent shall retain, any amounts necessary to satisfy any unresolved Claim Notices that have been timely delivered by Buyer in good faith in accordance with Section 8.7 (which amounts shall remain in the Indemnity Escrow until such Claim Notices are finally resolved). If there are remaining amounts due by any Seller to Buyer pursuant to its own accountindemnity obligations under Section 8.2 after the Indemnity Escrow balance is exhausted, then such amounts shall be promptly paid to Buyer by such Seller as they are agreed by the applicable Parties or finally determined in accordance with the terms of this Agreement. If there are any funds remaining in the Indemnity Escrow account after the resolution of all previously outstanding Claim Notices, then Seller’s Representative and Buyer shall promptly jointly instruct Escrow Agent to release the remaining account balance to Seller’s Representative in the proportions requested by Seller’s Representative within three Business Days of its receipt of such joint instruction.

Indemnity Escrow. Within thirty On the Closing Date, Purchaser shall, on behalf of Seller, pay to Wxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (30) days of the Effective Date or if earlier“Escrow Agent”), in immediately available funds, to the date that account designated by the Indemnity Escrow Agreement is executed and effectiveAgent, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement an amount equal to $2,800,000 (the “Indemnity EscrowEscrow Amount”) an amount equal ), in accordance with the terms of this Agreement and the Escrow Agreement, which will be executed at the Closing, by and among Purchaser, Seller and the Escrow Agent, a copy of which is attached hereto as Exhibit H (the “Escrow Agreement”). Any payment Seller is obligated to two percent (2%) of all Term Loans under make to any Purchaser Indemnified Parties pursuant to this Agreement. The amounts held under Article X shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Agreement shall at all times be under Account, by release of funds to the exclusive dominion and control of Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent within five (5) Business Days after the date notice of any sums due and neither owing is given to the Borrower nor Seller (with a copy to the Agents Escrow Agent pursuant to the Escrow Agreement) by the applicable Purchaser Indemnified Party and shall have accordingly reduce the Indemnity Escrow Amount and, second, to the extent the Indemnity Escrow Amount is insufficient to pay any access thereto or right remaining sums due, then the Controlling Shareholders shall be required to make pay all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. Following the tenth Business Day after the first anniversary of the Closing Date (the “Release Date”), the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser for any withdrawal therefromindemnification claim) to Seller, except that the Agents 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 X asserted on or before the Release Date but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be permitted to have funds distributed to them out of released by the Indemnity Escrow Agent (to the extent that not utilized to pay Purchaser for any Indemnitee is entitled to any indemnification under Section 12.15 hereof from such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article X and the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty (30) days of Any payment the Effective Date or if earlierSelling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article VIII shall be paid first, to the date that extent there are sufficient funds in the Indemnity Escrow Agreement is executed and effectiveAccount, by release of funds to the Borrower shall deposit into the escrow account held under Purchaser Indemnified Parties from the Indemnity Escrow Agreement (Account by the “Indemnity Escrow”) an amount equal to two percent (2%) Escrow Agent in accordance with the terms of all Term Loans under this the Escrow Agreement. The amounts held under To the extent the Indemnity Escrow Agreement Amount is insufficient to pay any remaining sums due, then the Selling Stockholders shall at be required to jointly and severally pay all times be under of such additional sums due and owing to the exclusive dominion and control applicable Purchaser Indemnified Party by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. Eighteen (18) months following the Closing Date, the Escrow Agent and neither shall release the Borrower nor Indemnity Escrow Amount (to the Agents shall have extent not utilized to pay any access thereto or right Purchaser Indemnified Parties for any indemnification claim) to make any withdrawal therefromthe Stockholder Representative (for distribution to the Selling Stockholders in accordance with their respective pro rata portion of the Purchase Price), except that the Agents 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 VIII asserted within eighteen (18) months following the Closing Date but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be permitted to have funds distributed to them out of released by the Indemnity Escrow Agent (to the extent that no utilized to pay Purchaser Indemnified Parties for any Indemnitee is entitled to any indemnification under Section 12.15 hereof from such claims resolved in favor thereof) upon their resolution in accordance with this Article VIII and the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness terms of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty (30a) days On the Closing Date, Purchaser shall, on behalf of Seller, pay to LaSalle Bank National Association, as agent for Purchaser and Seller (the Effective Date or if earlier“Escrow Agent”), in immediately available funds, to the account (the “Indemnity Escrow Account”) designated by the Escrow Agent, the date that amount of $3,000,000 from the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held Purchase Price under the Indemnity Escrow this Agreement (the “Indemnity EscrowEscrow Amount”) an amount equal to two percent (2%) ), in accordance with the terms of all Term Loans under this Agreement, the Real Estate Purchase Agreement and the Escrow Agreement, which will be executed at the Closing, by and among Purchaser, Seller, the Seller Representative, and the Escrow Agent (the “Escrow Agreement”). The amounts held under Indemnity Escrow Account shall be subject to a first perfected security interest in favor of Purchaser and Parent, and so long as the Indemnity Escrow Agreement Account is in effect and until the Available Amount (as defined in the Guaranty) has been reduced to zero, any payment that Seller or any of the Seller Partners is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X or the Guaranty (other than claims arising under Section 10.2(a)(vii)) shall at all times be under paid first from funds in the exclusive dominion and control Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent within thirty (30) calendar days after the date notice of any sums due and neither owing is given to the Borrower nor Seller Representative (as defined in Section 10.6) (with a copy to the Agents Escrow Agent pursuant to the Escrow Agreement) by the applicable Purchaser Indemnified Party. Any such payment shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of accordingly reduce the Indemnity Escrow Amount, subject to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness right of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent Seller Representative to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of object as provided in this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account10.5.

Indemnity Escrow. Within thirty At the Closing, without the act of any Securityholder, the Indemnity Escrowed Shares shall be deposited by Parent (30) days on behalf of the Effective Date or if earlier, Securityholders referred to in clauses (i) and (ii) of the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement definition of “Securityholders” in Section 10.1(ll) (the “Indemnity EscrowFund Securityholders”) an amount equal to two percent with Mellon Investor Services, or such other bank or trust company designated by Parent and reasonably approved by the Company (2%) of all Term Loans under this Agreementthe “Indemnity Escrow Agent”). The amounts held under Indemnity Escrowed Shares, together with any non-cash dividends or other non-cash distributions paid with respect to the Indemnity Escrowed Shares, are collectively referred to as the “Indemnity Escrow Fund.” Parent shall show the Parent Common Stock contributed to the Indemnity Escrow Fund as issued and outstanding on its balance sheet. Any dividends or distributions paid in cash with respect to the Indemnity Escrowed Shares shall not be deposited into the Indemnity Escrow Fund but instead shall be paid to the Indemnity Fund Securityholders in accordance with their respective Pro Rata Portions (determined based solely with respect to the Indemnity Fund Securityholders). The Indemnity Escrow Fund shall be governed by the terms of an Indemnity Escrow Agreement substantially in the form attached as Exhibit E, with such changes as shall at all times be under mutually agreed to by the exclusive dominion Company and control Parent (the “Indemnity Escrow Agreement”), and shall be (i) available to compensate the Parent Indemnified Parties for Damages claims made pursuant to Article VIII and (ii) held to secure the Company’s obligations to meet certain business development milestones, as set forth in the Indemnity Escrow Agreement. Each Indemnity Fund Securityholder’s proportionate interest in the Indemnity Escrowed Shares deposited into the Indemnity Escrow Fund shall be based upon such Indemnity Fund Securityholder’s Pro Rata Portion (determined based solely with respect to the Indemnity Fund Securityholders). As more fully provided in the Canadian Exchange Agreement, a portion of the Escrow Agent and neither Company Common Stock issuable to the Borrower nor participants in the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents Canadian Transaction in exchange for their shares of Company Common Stock shall be permitted to have funds distributed to them out deposited in the Indemnity Escrow Fund and shall constitute Indemnity Escrowed Shares. The Indemnity Escrowed Shares shall be registered in the name of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness Agent for so long as they constitute part of the Indemnity Escrow AgreementFund and, upon distribution to any Indemnity Fund Securityholder, shall be registered in the Agent may withhold two percent (2%) name of any Term Loans until such Indemnity Fund Securityholder. The Indemnity Escrow Fund shall be distributed at the times and in the manner as shall be specified in the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountAgreement.

Indemnity Escrow. Within thirty (30) days On the Closing Date, Purchaser, on behalf of the Effective Date or if earlierSelling Subsidiaries, shall pay to the date that Escrow Agent in immediately available funds, in a separately identified account (apart from the Indemnity TSA Escrow Agreement is executed and effectiveAmount) designated by the Escrow Agent, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement an amount equal to $2,000,000 (the “Indemnity EscrowEscrow Amount”) ), in accordance with the terms of this Agreement and the Escrow Agreement. Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be paid first from the Indemnity Escrow Amount. On each of the first and second anniversaries of the Closing Date, the Indemnity Escrow Agent shall release $500,000 of the Indemnity Escrow Amount to Seller, provided that, if one or more claims for indemnification are then pending or have been asserted, the amount of the escrow that shall be released to Seller at each such time shall be an amount equal to two percent the difference between $500,000 and the amount of all such claims then pending or asserted which have not been reserved against by retaining prior escrow amounts. On the third anniversary of the Closing Date, the Escrow Agent shall release the remainder (2%if any) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right Amount to make any withdrawal therefromSeller, except that the Agents Escrow Agent shall retain an amount equal to the amount of claims for indemnification under this Article X asserted prior to such 3 year anniversary but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be permitted to have funds distributed to them out of released by the Indemnity Escrow Agent (to the extent that not utilized to pay Purchaser for any Indemnitee is entitled to any indemnification such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article X. The Indemnity Escrow Amount shall constitute collateral security for the obligations of Seller under Section 12.15 hereof from this Article X; and the Borrower which is not timely paidEscrow Agent shall, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior pursuant to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent agree to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, act as collateral agent for its own accountPurchaser.

Indemnity Escrow. Within thirty (30) days On the Closing Date, Purchaser shall, on behalf of the Effective Date or if earlierSellers, pay to an escrow agent appointed by the Purchaser and the Sellers (the "Indemnity Escrow Agent"), in immediately available funds, to the account designated by the Indemnity Escrow Agent, an amount of $10,500,000 (the "Indemnity Escrow Amount"), in accordance with the terms of this Agreement and the Indemnity Escrow Agreement, dated as of the Closing Date, by and among Purchaser, the date Sellers Representatives and the Indemnity Escrow Agent (the "Indemnity Escrow Agreement"). Other than as specifically stated elsewhere in this Agreement, any payment the Sellers are obligated to make to any Purchaser Indemnified Parties pursuant to Article IX shall be paid exclusively from the Indemnity Escrow Amount in accordance with the terms of Article IX and the Indemnity Escrow Agreement; provided, however, that in the case such payment exceeds the Indemnity Escrow Amount and Section 9.12(c) explicitly provides that in such case the maximum amount for which such Seller is liable is in excess of the Indemnity Escrow Amount, such payment shall be paid first from the Indemnity Escrow Amount in accordance with the terms of Article IX and the Indemnity Escrow Agreement. Upon the completion of eighteen months following the Closing Date, the Indemnity Escrow Agent shall release $5.5 million of the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser for any Indemnification Claim subject to and in accordance with the terms of Article IX and the Indemnity Escrow Agreement) to the Sellers and the Optionholders (or to the Trustee on behalf of the Optionholders), unless an Indemnification Claim has been received by the Sellers Representatives from a Purchaser Indemnitee prior to such time in accordance with the terms of Article IX (which Indemnification Claim claims Losses in excess of the amount to remain in the Indemnity Escrow Agreement is executed following such distribution of $5.5 million of the Indemnity Escrow Amount), in which case an amount equal to the Losses claimed in such Claim Notice shall be held until the resolution of any and effective, all such Indemnification Claims in accordance with the Borrower shall deposit into the escrow account held under terms hereof and the Indemnity Escrow Agreement ("Unresolved Claims"). Upon the “completion of twenty four months following the Closing Date, the Indemnity Escrow”) Escrow Agent shall release the remainder balance of the Indemnity Escrow Amount to the Sellers and the Optionholders (or to the Trustee on behalf of the Optionholders), unless an Unresolved Claim is outstanding, in which case an amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents Losses claimed in such Claim Notice shall be permitted to have funds distributed to them out held until the resolution of any and all such Indemnification Claims in accordance with the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 terms hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until . The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Indemnity Escrow Agreement is executed Agent to the Sellers and effective, at which time the Agents shall deposit Optionholders (or the Trustee on behalf of the Optionholders) (to the extent not utilized to pay Purchaser for any such withheld funds claims resolved in favor of Purchaser subject to and in accordance with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence terms of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under Article IX and the Indemnity Escrow Agreement shall be distributed to the BorrowerAgreement), for its own accountpromptly upon their resolution in accordance with Article IX.

Indemnity Escrow. Within thirty (30) days of At the Effective Date or if earlierClosing, the date Indemnity Escrow Amount shall be retained in escrow with the Escrow Agent pursuant to the terms of that certain escrow agreement in the form of Exhibit H attached hereto (the “Indemnity Escrow Agreement”). At Closing, Buyer and Granite shall execute and deliver the Indemnity Escrow Agreement is executed and effective, use commercially reasonable efforts to cause the Borrower shall deposit into the escrow account held under Escrow Agent to execute and deliver the Indemnity Escrow Agreement Agreement. The Indemnity Escrow Amount plus any interest or earnings thereon (the “Indemnity Escrow”) an amount equal shall be the sole and exclusive source of funds or other remedy used to two percent satisfy any amounts owed by Seller to Buyer or the Buyer Indemnified Parties pursuant to Section 1.7, Section 5.10(b) (2%) subject to the last sentence hereof), or Section 9.2 in accordance with the terms of all Term Loans under this Agreement. The amounts held under Agreement and the Indemnity Escrow Agreement shall at all times be under Agreement. On the exclusive dominion and control six (6) month anniversary of the Closing Date, a portion of the Unclaimed Escrow Agent and neither the Borrower nor the Agents Amount shall have any access thereto or right to make any withdrawal therefrom, except be released such that the Agents Unclaimed Escrow Amount is equal to one-half the Indemnity Escrow Amount; provided, that if the Unclaimed Escrow Amount is less than one-half the Indemnity Escrow Amount on the six (6) month anniversary of the Closing Date, there shall be permitted no early release of the Unclaimed Escrow Amount. By way of example, if there are $2 million of unresolved indemnification claims made by Buyer in good faith on or prior to have funds distributed the six (6) month anniversary of the Closing Date, $3.5 million would be released to them out Seller on such anniversary date. The remaining Unclaimed Escrow Amount shall be released in full on the fifteen-month anniversary of the Closing Date. Any amount remaining as Indemnity Escrow shall thereafter be released in accordance with the Indemnity Escrow Agreement. At any time when a party shall be entitled to release of all or any portion of the Indemnity Escrow to under the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution terms of this Agreement and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed Granite and effective, at which time the Agents Buyer shall deposit such withheld funds with jointly instruct the Escrow Agent to be held under make such agreement (with such deposit credited against payment. For the Borrower’s obligations under avoidance of doubt, no remediation costs paid or payable pursuant to Section 5.10(a) or reduction in the Purchase Price payable to Seller at Closing pursuant to the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under 5.10(b) or clause (A) of Section 5.10(b) shall reduce the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountor constitute a Closing Date Adjustment under Section 1.7.

Indemnity Escrow. Within thirty At the Closing Time, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, National Association, a national banking association, as agent to Purchaser and Seller (30) days of the Effective Date or if earlier“Escrow Agent”), in immediately available funds, to the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity EscrowEscrow Account”) designated by the Escrow Agent, an amount equal to two percent $1,800,000 (2%) plus interest and investment income, the “Indemnity Escrow Amount”), in accordance with the terms of all Term Loans under this Agreement and the Escrow Agreement, in the form of Exhibit F hereto, which will be executed at the Closing, by and among Purchaser, Seller and the Escrow Agent (the “Escrow Agreement”). The amounts held under Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article IX shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Agreement shall at all times be under Account, by release of funds to the exclusive dominion and control Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent pursuant to the terms of the Escrow Agent Agreement and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of accordingly reduce the Indemnity Escrow Amount and, second, to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow AgreementAmount is insufficient to pay any remaining sums due, then Seller, the Agent may withhold two percent Voting Trustees and the Voting Shareholders shall be required to pay all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five (2%5) Business Days after the date of any Term Loans until such notice, and in the Indemnity Escrow Agreement is executed event Seller, the Voting Trustees and effective, at which time the Agents shall deposit Voting Shareholders do not make such withheld funds with the Escrow Agent payment pursuant to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied9.5, Purchaser may deduct such amount from any remaining funds held under the Indemnity Escrow Agreement shall be distributed Earn-Out Payments due pursuant to the Borrower, for its own accountSection 3.4.

Indemnity Escrow. Within thirty (30) days On the Closing Date, Purchaser shall, on behalf of the Effective Date or if earlierSelling Stockholders, pay to Mellon Trust of New England, N.A., as agent to Purchaser and the date that Selling Stockholders (the “Escrow Agent”), in immediately available funds, to the Indemnity Escrow Agreement is executed and effective, Account an amount of the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Cash Price equal to $2,200,000 (the “Indemnity EscrowEscrow Amount”), in accordance with the terms of this Agreement and the Escrow Agreement, which will be executed at the Closing, by and among Purchaser, the Stockholder Representative (on behalf of the Selling Stockholders) an amount equal and the Escrow Agent (the “Escrow Agreement”). The funds in the Indemnity Escrow Account shall be treated as being owned by the Selling Stockholders for Tax purposes and all parties hereto will file all Tax Returns consistent with such treatment. Any payment the Selling Stockholders are obligated to two percent make to any Purchaser Indemnified Parties pursuant to this Article VIII shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the provisions of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount and, second, to the extent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, then the Selling Stockholders shall be required to pay all of such additional sums due and owing to the applicable Purchaser Indemnified Party by wire transfer of immediately available funds on the date that such funds would have been released from the Indemnity Escrow Account if sufficient funds were in such account. On the Business Day immediately following the first (2%1st) anniversary of all Term Loans under this the Closing Date, the Escrow Agent shall release a portion of the funds held in the Indemnity Escrow Account to the Stockholder Representative (for distribution to the Selling Stockholders in accordance with their respective aggregate percentage ownership of the Shares as set forth on Exhibit A) in accordance with the provisions of the Escrow Agreement. The amounts remaining balance of funds held under in the Indemnity Escrow Agreement Account shall at all times thereafter be under distributed and released in accordance with the exclusive dominion and control provisions of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty (30) days i)At or prior to the Closing, Pubco, the Seller Representative and American Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to Purchaser and the Company), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Date Time, in form and substance reasonably satisfactory to Purchaser and the Company (the “Escrow Agreement”), pursuant to which Pubco shall cause to be delivered to the Escrow Agent a number of Class B Exchange Shares (each valued at the Redemption Price) equal to (x) fifteen percent (15%) of the estimated Exchange Consideration, divided by (y) the Redemption Price otherwise issuable to the Sellers at the Closing based on the Estimated Closing Statement (such Class B Exchange Shares, together with any equity securities paid as dividends or if earlierdistributions with respect to such shares or into which such shares are exchanged or converted, the date that in each case, as long as they remain in the Indemnity Escrow Agreement is executed and effectiveAccount, the Borrower shall deposit into the escrow account held under “Indemnity Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Indemnity Escrow Agreement Shares, in each case, as long as they remain in the Indemnity Escrow Account (together with the Indemnity Escrow Shares, the “Indemnity Escrow Property”), in a segregated escrow account (the “Indemnity EscrowEscrow Account”) an amount equal to two percent (2%) and disbursed in accordance with the terms of all Term Loans under this Agreement and the Escrow Agreement. The amounts held under portion of the Class B Exchange Shares that shall be withheld at the Closing for deposit in the Indemnity Escrow Agreement Account, and any disbursement from the Indemnity Escrow Account to Pubco, shall at all times be under allocated between the Class B Sellers based on each such Seller’s relative Pro Rata Share (as between themselves). The Indemnity Escrow Shares shall serve as the sole and exclusive dominion and control source of payment of the Escrow Agent obligations of the Sellers under Section 2.5(d) and neither the Borrower nor obligations of the Agents shall have Indemnitors pursuant to Article IX (other than with respect to (A) Fraud Claims or (B) any access thereto or right to make indemnification claims for breach of any withdrawal therefromCompany and Seller Fundamental Representations, except that for which the Agents Main Seller shall be permitted solely responsible). Unless otherwise required by Law, all distributions made from the Indemnity Escrow Account shall be treated by the Parties as an adjustment to have funds distributed the Exchange Consideration received by the Sellers pursuant to them out Article II hereof. Each Class B Seller shall be deemed to be the owner of such Seller’s relative Pro Rata Share (as between themselves) of the Indemnity Escrow Shares during the time such Indemnity Escrow Shares are held in the Indemnity Escrow Account, subject to the extent that retention of any Indemnitee is entitled dividends, distributions and other earnings thereon in the Indemnity Escrow Account until disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. Each Class B Seller shall have the right to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause vote such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness Seller’s relative Pro Rata Share (as between themselves) of the Indemnity Escrow Agreement, Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted) during the Agent may withhold two percent (2%) of any Term Loans until time held in the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Account as Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountShares.

Indemnity Escrow. Within thirty To secure PSD's indemnification obligations under this Article Twelve from and after the Closing, Manager (30) days as agent for the Greenspun Shareholders and the Minority Shareholders unless prior to the Closing the Manager notifies the parties to this Agreement that it will not act as agent on behalf of the Effective Date or if earlierGreenspun Shareholders and the Minority Shareholders hereunder in which event the Greenspun Shareholders and holders of a majority of the Minority Common Stock will name another party to act on behalf of the Greenspun Shareholders and the Minority Shareholders hereunder), CCI and Escrow Agent shall at the date that Closing enter into an indemnity escrow agreement (the "Indemnity Escrow Agreement is executed and effective, Agreement") in the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal form of Exhibit Q to two percent (2%) of all Term Loans under this Agreement. The amounts held Anything in this Article Twelve to the contrary notwithstanding, the CCI Indemnitees' right to indemnification under this Article Twelve from and after the Indemnity Escrow Agreement Closing shall at all times be under to and against (i) the exclusive dominion and control principal portion of the Minority Escrow Agent Amount (but not the interest and neither earnings thereon which shall remain the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out property of the Indemnity Escrow Minority Shareholders) only, and (ii) the shares of CCI Common Stock deposited by the Greenspun Shareholders pursuant to Section 2.7 (but not the extent that any Indemnitee is cash dividends declared on such CCI Common Stock, if any), and the CCI Indemnitees shall neither have recourse to nor be entitled to recover as against PSD, the Greenspun Shareholders or the Minority Shareholders or their respective properties or assets for any claims of indemnification under Section 12.15 hereof this Agreement from and after the Borrower which is not timely paidClosing. For purposes of any and all claims by the CCI Indemnitees pursuant to this Article 12 against the Greenspun Escrow Amount, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness shares of CCI Common Stock deposited on behalf of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds Greenspun Shareholders with the Escrow Agent at Closing shall, for purposes of determining the number of such shares to be held under such agreement (with such deposit credited against released from the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement in order to satisfy such claims, shall be distributed deemed to have the value equal to the BorrowerAverage Closing Price, for its own accountregardless of the actual market price of such shares as of the date of any such claim(s).

Indemnity Escrow. Within thirty (30) days of the Effective Date or if earlier, the date that the The Indemnity Escrow Agreement is executed Amount shall be available to satisfy any Losses incurred by any Purchaser Indemnified Persons for which the Purchaser Indemnified Persons are indemnified pursuant to Section 7.2. If Xxxxxx becomes obligated (whether through mutual agreement between Purchaser and effectiveXxxxxx, as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the Borrower shall deposit into terms hereof) to provide indemnification or another payment pursuant to or in accordance with the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two percent (2%) terms of all Term Loans under this Agreement. The amounts held under , Purchaser and Xxxxxx shall, if necessary for release of funds from the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of escrow, execute joint written instructions to the Escrow Agent to disburse the appropriate amounts from the Escrow Amount in accordance with the terms of this Agreement and neither the Borrower nor Escrow Agreement. After a period of 18 months from the Agents shall have Closing Date, Purchaser and Xxxxxx shall, if necessary for release of funds from the escrow, execute joint written instructions to the Escrow Agent to disburse any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out remaining portion of the Indemnity Escrow Amount to Xxxxxx, in accordance with the terms of the Escrow Agreement. Notwithstanding the foregoing, subject to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from terms of the Borrower which is Escrow Agreement, if Purchaser does not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection execute a joint written instruction with any Term Loans made prior Xxxxxx to the execution Escrow Agent, within 10 days after expiration of the 18-month period described in the preceding sentence and effectiveness after written request of Xxxxxx to Purchaser to execute such joint written instruction, Purchaser agrees Xxxxxx may unilaterally direct the Escrow Agent to disburse the remaining portion of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent Amount to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountXxxxxx.

Indemnity Escrow. Within thirty At the Effective Time, AlliedSignal shall deliver to the Escrow Agent from the number of shares issued under Section 2.05(a) to the Shareholders, in proportion to their ownership interests in the Company immediately prior to the Effective Time, a number of shares of AlliedSignal Common Stock having a Market Value measured by the Average Closing Price equal to $500,000 (30) days the "Indemnity Shares"). The Indemnity Shares shall be held in escrow pursuant to the terms of the Effective Date or if earlierescrow agreement, attached as Exhibit A (the date "Indemnity Escrow Agreement"), for a period of one year after the Closing (and thereafter until any claims made by AlliedSignal within the one-year period pursuant to the provisions of Article VI are resolved) (the "Indemnity Escrow Period"); provided, however, that any remaining Indemnity Shares shall be finally released from the Indemnity Escrow Agreement is executed no later than the fifth anniversary of the Closing Date, except for such number of Indemnity Shares relating to a bona fide dispute between the parties as to whom the remaining Indemnity Shares should be released concerning any unresolved claims made by AlliedSignal pursuant to Article VI hereof and effective, (a) shall serve as the Borrower shall deposit into sole source for the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two percent (2%) payment of all Term Loans claims by AlliedSignal under this Agreement. The amounts held under based upon the Indemnity Escrow Agreement shall at all times be under Market Value as measured by the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefromAverage Closing Price), except with respect to claims relating to title to the Company Common Stock and fraud or intentional misrepresentation or omission, and (b) shall be subject to return to AlliedSignal to the extent that the Agents shall be permitted Shareholders are entitled to have funds distributed a lesser number of shares of AlliedSignal Common Stock pursuant to them out the provisions of Sections 2.05(b) and 2.07. After conclusion of the Indemnity Escrow Period, any Indemnity Shares then remaining in escrow shall be delivered to the extent that any Indemnitee is entitled Shareholders in proportion to any indemnification under Section 12.15 hereof from their ownership interests in the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made Company immediately prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountEffective Time.

Indemnity Escrow. Within thirty (30) days To secure the Stockholders’ performance of the Effective Date or if earliertheir indemnity obligations under this Article VII, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower Parent shall deposit into with an independent escrow agent to be agreed to by the escrow account held under the Indemnity Escrow Agreement parties (the “Indemnity Escrow Agent”), (i) the Escrow Shares, and (ii) the Escrow Cash Amount (collectively with the Escrow Shares, the “Escrow”) an amount equal ), pursuant to two percent (2%) the terms and conditions of all Term Loans under this Agreement. The amounts held under a customary escrow agreement to be agreed upon by the Indemnity Escrow Agreement shall at all times parties prior to the Closing and to be under entered into as of the exclusive dominion Closing Date by and control of among Parent, Company, the Stockholders and the Escrow Agent and neither (the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity “Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents Agreement”). Parent shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to deliver to the Stockholders any portion of the Escrow (i) remaining after the application of any setoff pursuant to Section 7.4(e) and (ii) not then subject to any Payable Claim or Unresolved Claim, as follows (x) after final resolution of the working capital adjustment pursuant to Section 1.7(e), the Escrow Cash Amount, (ii) on the first anniversary of the Closing Date, fifty percent (50%) of the Escrow Shares, and (iii) on the eighteen (18) month anniversary of the Closing Date, any remaining portion of the Escrow Shares, if any. Any portion withheld at such time in respect of an Unresolved Claim shall be held under promptly delivered to the Stockholders after such agreement (claim for indemnification of Losses has ceased to be an Unresolved Claim and has not matured into a Payable Claim. The Escrow Shares will be issued in the name of the Stockholders upon issuance in connection with a Subsequent Payment, and unless and until released to Parent in accordance with this Article VII, the Stockholders shall have the sole and exclusive right to exercise any and all voting and consensual rights and powers from and after such date, and shall be entitled to receive and retain any and all cash dividends. For income tax purposes, the Stockholders shall be deemed the owner of the Escrow Shares, and the Stockholders will be responsible for paying all Taxes on any earnings associated with such deposit credited against issuance and ownership. The parties hereto acknowledge and agree that they will not treat any portion of a payment to the Borrower’s obligations under Stockholders from the first sentence Escrow upon release (if ever) of the amounts held pursuant to the terms of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed 7.4(f) as a payment of interest to the BorrowerStockholders by Parent, for its own accountexcept as otherwise required by a Taxing Authority.

Indemnity Escrow. Within thirty (30) days At Closing, cash constituting a portion of the Effective Date or if earlier, Purchase Price in the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement amount of Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an amount equal to two percent (2%) of all Term Loans under interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The amounts held under terms and conditions for the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto release or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out forfeiture of the Indemnity Escrow are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in the form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow Agreement”); provided that within one (1) Business Day following the eighteen (18) month anniversary of the Closing Date, the Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow account, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the extent that any Indemnitee is entitled Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”) pursuant to the terms set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and Purchaser and delivered to the Escrow Agent. Within one (1) Business Day after the resolution of a dispute as to any indemnification under Section 12.15 hereof from Disputed Amounts pursuant to the Borrower which is not timely paidterms of the Escrow Agreement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior such resolved Disputed Amounts and (B) to Sellers, the execution and effectiveness remaining balance of the Indemnity Escrow Agreementplus all accrued interest thereon, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, minus any remaining funds held under the Indemnity Escrow Agreement shall be distributed Disputed Amounts. 17 (a) In addition to the Borrowerpayment of the Purchase Price, as consideration for its own account.the sale, conveyance, assignment, delivery and transfer of the Purchased Assets, Purchaser shall assume the Assumed Liabilities. 3.2

Indemnity Escrow. Within thirty As a remedy for the indemnity set forth in Article VII, at the Closing, Parent shall deposit with Continental Stock Transfer & Trust Company (30the “Escrow Agent”) days (or another escrow agent mutually agreed to by Parent and the Company) a number of the Effective Date Initial Parent Shares having a value of $12,500,000 (using a value per share equal to the Trust Value Per Share) (the “Escrowed Indemnity Shares”), to be held in an escrow account (the “Escrow Account”) and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, all in accordance with Article VII hereof and the terms and conditions of the Escrow Agreement. On or if earlier, prior to the date that second (2nd) Business Day following the Indemnity Escrow Agreement is executed and effectiveRelease Date, the Borrower Escrow Agent shall deposit into release to the escrow account Company Stockholders from the Escrow Account, in accordance with the terms of the Escrow Agreement, a number of Escrowed Indemnity Shares equal to the excess of the number of the Escrowed Indemnity Shares then held under in the Escrow Account over Escrowed Shares having a value (based on the average of the Closing Price of Parent Common Stock for the ten (10) consecutive Business Days immediately prior to the Indemnity Escrow Agreement (the “Indemnity Escrow”Release Date) an amount equal to two percent (2%) the aggregate amount of all Term Loans under this Agreement. The amounts held under unsatisfied or disputed claims for Losses specified in claims notices properly delivered in accordance with Section 7.3 on or prior to the Indemnity Escrow Agreement Release Date. Upon such release, the released Escrowed Indemnity Shares shall at all times be under issued to the exclusive dominion and control Company Stockholders in accordance with Section 2.7(c) of the Company Disclosure Statement and the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Agreement. Any Escrowed Indemnity Escrow to the extent that any Indemnitee is entitled Shares held with respect to any unresolved claims for indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent continue to be held under in the Escrow Account until the final resolution of such agreement (with claims, and upon such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfiedfinal resolution, any remaining funds held under the Indemnity Escrow Agreement shall be distributed applied in satisfaction of such claim for indemnification and any amounts in excess of the amounts needed to satisfy such claims for indemnification shall be delivered in accordance with the Borrower, for its own accountpreceding sentence.

Indemnity Escrow. Within thirty On the Closing Date, Parent shall, on behalf of Seller, deliver to U.S. Bank, National Association, as agent to Parent and Seller (30the "Escrow Agent"), to an account designated by the Escrow Agent, an amount in immediately available funds equal to $3.5 million (the "Cash Escrow Amount") days and that number of shares of Parent Common Stock equal to the Effective Date or if earlierquotient of $6.5 million divided by the Closing Share Price (the "Escrowed Shares" and together with the Cash Escrow Amount, the date that "Indemnity Escrow Amount"), in accordance with the terms of this Agreement and the Escrow Agreement in substantially the form attached hereto as Exhibit A, which will be executed at the Closing, by and among Parent, Seller and the Escrow Agent (the "Escrow Agreement"). Any payment Seller is obligated to make to any Parent Indemnified Parties pursuant to Article X shall be paid, to the extent there are sufficient funds in the Indemnity Escrow Agreement is executed and effectiveAccount, by release of funds to the Borrower shall deposit into the escrow account held under Parent Indemnified Parties from the Indemnity Escrow Agreement (Account by the “Indemnity Escrow”) an amount equal to two percent (2%) of all Term Loans under this Escrow Agent in accordance with the terms set forth in the Escrow Agreement. The amounts held under Escrow Agent shall release the Indemnity Escrow Agreement shall at all times be under Amount (to the exclusive dominion and control of extent not utilized to pay Purchaser for any indemnification claim) to Seller in accordance with the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount retained by the Escrow Agent and neither for any claims for indemnification under Article X asserted but not settled before the Borrower nor applicable release date under the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents Escrow Agreement ("Unresolved Claims") shall be permitted to have funds distributed to them out of released by the Indemnity Escrow Agent (to the extent that not utilized to pay Purchaser for any Indemnitee is entitled to any indemnification under Section 12.15 hereof from such claims resolved in favor of Purchaser) upon their resolution in accordance with Article X and the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty If the Buyer Indemnitees are entitled to indemnification for Losses under this Article IV, and the Sellers have not reimbursed the full amount of indemnifiable Losses within ten (3010) days of after written demand therefor from the Effective Date or if earlierBuyer, then the date Buyer may demand that it be distributed from the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two percent (2%) such unreimbursed Losses. Provided no dispute then exists as to any claim by Buyer to all or a portion of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow, the Indemnity Escrow will be released to Sellers on the final day of the eighteenth month following the Closing Date, and the Escrow Agreement shall at all times be under thereupon terminate. To the exclusive dominion and control extent a dispute does exist as to a good faith claim or claims of Buyer on such final day of the Escrow Agent and neither eighteenth month following the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefromClosing Date, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow an amount equal to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause actual or reasonably estimated Losses associated with such distributions claim or claims will continue to be paid to such Indemnitees. In connection held in accordance with any Term Loans made prior to the execution provisions of this Agreement and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effectiveuntil such claim or claims have been fully resolved, at which time the Agents shall deposit such withheld funds with balance of the Indemnity Escrow Agent (if any) will be released to be held under such agreement (with such deposit credited against the Borrower’s Sellers. Sellers' obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, shall not be affected by any remaining funds held under termination of the Escrow Agreement. Earnings on the principal of the Indemnity Escrow Agreement from time to time shall be added to and become part of the Indemnity Escrow, and available for distribution to the Buyer to satisfy indemnifiable Losses that have not been reimbursed by Sellers, and to Sellers to the extent not so distributed to the Borrower, for its own accountBuyer.

Indemnity Escrow. Within thirty (30) days On the date hereof, the Purchaser shall, on behalf of the Effective Date or if earlierSellers, pay to Wxxxx Fargo N.A., as escrow agent for the date that Purchaser and the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Sellers (the “Indemnity EscrowEscrow Agent”) ), in immediately available funds, to the account designated by the Escrow Agent, an amount equal to two percent $6,250,000 (2%together with interest earned thereon the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and the Escrow Agreement, which will be executed at the Closing, by and among the Purchaser, the Sellers and the Escrow Agent (the “Escrow Agreement”) in the form attached hereto as EXHIBIT A. Any payment any Seller is obligated to make to any Purchaser Indemnified Parties after the rendering of all Term Loans a final decision, judgment or award of a Governmental Body of competent jurisdiction pursuant to this Article IX or Article X or under this Agreement. The amounts held under the Tax Deed shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Agreement shall at all times be under Amount, by release of funds to the exclusive dominion and control Purchaser Indemnified Parties from the Indemnity Escrow Amount by the Escrow Agent in accordance with the terms of the Escrow Agreement, and shall accordingly reduce the Indemnity Escrow Amount and, second, to the extent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, then the Sellers or Seller (as applicable) shall be required to pay all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within 5 Business Days after the date of such notice. On the 12 month anniversary of the Closing Date, the Escrow Agent shall release $3,125,000 to the Sellers (by wire transfer of immediately available funds into the account of the Sellers’ representative set forth on Schedule 2.1 (or as otherwise designated in writing by the Sellers)) less: (i) any amount previously utilized to pay any Purchaser Indemnified Party; and neither (ii) the Borrower nor amount of any claims for indemnification by any Purchaser Indemnified Party asserted prior to such date but not yet resolved. The wire transfer to such account shall satisfy in full the Agents Escrow Agent’s obligation (if any) to release to the Sellers such amount. On the Release Date, the Escrow Agent shall have release the remainder of the Indemnity Escrow Amount (to the extent not utilized to pay any access thereto Purchaser Indemnified Parties for any indemnification claims) to the Sellers (by wire transfer of immediately available funds into the account of the Sellers’ representative set forth on Schedule 2.1 (or right as otherwise designated in writing by the Sellers), which wire transfer to make any withdrawal therefromsuch account shall satisfy in full the Escrow Agent’s obligation (if any) to release to the Sellers such amount), except that the Agents 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 or Article X or claims under the Tax Deed asserted prior to such date but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be permitted to have funds distributed to them out of released by the Indemnity Escrow Agent (to the extent that not utilized to pay any Indemnitee is entitled to Purchaser Indemnified Parties for any indemnification under Section 12.15 hereof from such claims resolved in favor of such Purchaser Indemnified Parties) upon their resolution in accordance with this Article IX or Article X or the Borrower which is not timely paid, in which case Tax Deed and the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.