Common use of Payments from the Escrow Fund Clause in Contracts

Payments from the Escrow Fund. (a) At any time prior to the Closing Date, in the event that the Asset Purchase Agreement is terminated by the Sellers or the Purchaser for any of the reasons set forth in Section 8.01(a), (b), (d) or (e) thereof, the Sellers and the Purchaser shall promptly notify the Escrow Agent in writing (a “Joint Notice”) to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and pay in full to the Purchaser, by wire transfer in immediately available funds, all such amounts as shall be received upon the liquidation of such investments immediately upon receipt of such amounts by the Escrow Agent; (b) At any time prior to the Closing Date, if the Asset Purchase Agreement is terminated by the Sellers for the reason set forth in Section 8.01(c) thereof, the Sellers and the Purchaser shall provide a Joint Notice to the Escrow Agent to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and pay in full to PTL, on behalf of the Sellers, by wire transfer in immediately available funds, all such amounts as shall be received upon the liquidation of such investments immediately upon receipt of such amounts by the Escrow Agent; or (c) At the Closing, the Escrow Agent shall liquidate all investments in the Escrow Account and transfer all such amounts as shall be received upon the liquidation of such investments to the Purchase Price Bank Account, by wire transfer in immediately available funds.

Payments from the Escrow Fund. (a) At any time prior to the Closing Date, in In the event that the Final Actual Current Asset Purchase Agreement Amount is terminated by equal to or greater than the Estimated Current Asset Amount, then the Buyer and the Sellers or the Purchaser for any of the reasons set forth in Section 8.01(a), (b), (d) or (e) thereof, the Sellers and the Purchaser shall promptly jointly notify the Escrow Agent in writing (a “Joint Notice”) to such effecteffect not later than three (3) Business Days following the determination of the Final Actual Current Asset Amount, and the Escrow Agent shall, as promptly as practicable within three (3) Business Days after its receipt of such Joint Noticenotice, liquidate all investments in the Escrow Account and pay in full to the Purchaser, by wire transfer Sellers in immediately available funds, funds all such amounts as shall be received upon the liquidation of such investments (and any and all other amounts then on deposit in the Escrow Account), less any payments required to be made to the Arbiter from the Escrow Account, immediately upon receipt of such amounts by the Escrow Agent;. (b) At any time prior to In the Closing Dateevent that the Final Actual Current Asset Amount is less than the Estimated Current Asset Amount, if then the Asset Purchase Agreement is terminated by the Buyer and Sellers for the reason set forth in Section 8.01(c) thereof, the Sellers and the Purchaser shall jointly provide a Joint Notice written notice to the Escrow Agent of the amount of such difference not later than three (3) Business Days following the date on which the Final Actual Current Asset Amount shall have been determined pursuant to such effect, and Section 3.3 of the Escrow Agent shall, as promptly as practicable Purchase Agreement. Within three (3) Business Days after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and pay in full to PTL, on behalf of the Sellers, by wire transfer in immediately available funds, all such amounts as shall be received upon the liquidation of such investments immediately upon receipt of such amounts by the Escrow Agent; or (c) At the Closingnotice, the Escrow Agent shall liquidate all investments in the Escrow Account and shall transfer all such amounts as shall be received upon the liquidation of such investments to the Purchase Price Bank AccountBuyer Parties, by wire transfer in immediately available funds, out of the Escrow Account an amount in cash equal to the amount specified in such notice, provided that such payment shall not exceed the amount of funds in the Escrow Account less any payments required to be made to the Arbiter from the Escrow Account. (c) In the event that the Sellers are required to make any payment to the Arbiter under Section 3.3 of the Purchase Agreement, the Sellers shall provide written notice to the Escrow Agent of the amount of such payment not later than three (3) Business Days following the determination of the Final Actual Current Asset Amount, and within three (3) Business Days after receipt of such notice, the Escrow Agent shall transfer to the Arbiter by wire transfer in immediately available funds, out of the Escrow Account an amount in cash equal to the amount specified in such notice. (d) Immediately upon the payment in full of the amounts set forth in subsection (b) above to the Buyer Parties and subsection (c) above to the Arbiter (if applicable), the Escrow Agent shall transfer to the Sellers any and all amounts remaining in the Escrow Account.

Payments from the Escrow Fund. On the third Business Day following the delivery of the Independent Accounting Firm Report or pursuant to Section 2.08(a) of the Asset Purchase Agreement, the appropriate adjusting payment shall be made in accordance with Section 2.08(b) thereof as follows: (a) At any time prior to the Closing Date, in In the event that the Asset Purchase Agreement is terminated by the Sellers or the Purchaser for any total amount of fees and disbursements of the reasons set forth in Section 8.01(a), (b), (d) Independent Accounting Firm is equal to or (e) thereofgreater than the Independent Accounting Firm Cost Deposit, the Sellers and the Purchaser shall promptly notify the Escrow Agent in writing (a “Joint Notice”) to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and pay such fees and disbursement in full to the PurchaserIndependent Accounting Firm, by wire transfer in immediately available funds, all such amounts as shall be received upon the liquidation of such investments immediately upon receipt of such amounts by the Escrow Agent;; or (b) At any time prior to In the Closing Date, if event that the Asset Purchase Agreement total amount of fees and disbursements of the Independent Accounting Firm is terminated by less than the Sellers for amount of the reason set forth in Section 8.01(c) thereofIndependent Accounting Firm Cost Deposit, the Sellers and the Purchaser shall provide a Joint Notice to the Escrow Agent to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and pay such fees and disbursement in full to the Independent Accounting Firm by wire transfer in immediately available funds and, immediately thereafter, pay in full, by wire transfer in immediately available funds, (i) to the Purchaser an amount equal to fifty percent (50%) of the balance of the Independent Accounting Firm Cost Deposit and (ii) to PTL, on behalf of the Sellers, by wire transfer in immediately available funds, all such amounts as shall be received upon an amount equal to fifty percent (50%) of the liquidation balance of such investments immediately upon receipt of such amounts by the Escrow Agent; or (c) At the Closing, the Escrow Agent shall liquidate all investments in the Escrow Account and transfer all such amounts as shall be received upon the liquidation of such investments to the Purchase Price Bank Account, by wire transfer in immediately available fundsIndependent Accounting Firm Cost Deposit.

Payments from the Escrow Fund. On the third Business Day following the delivery of the Independent Accounting Firm Report or pursuant to Section 2.08(a) of the Asset Purchase Agreement, the appropriate adjusting payment shall be made in accordance with Section 2.08(b) thereof as follows: (a) At any time prior to the Closing Date, in In the event that the Actual Price Adjustment, as determined in accordance with Section 2.08 of the Asset Purchase Agreement Agreement, is terminated by equal to or greater than the Sellers or the Purchaser for any of the reasons set forth in Section 8.01(a)Interim Price Adjustment, (b), (d) or (e) thereof, then the Sellers and the Purchaser shall promptly notify the Escrow Agent in writing (a “Joint Notice”) to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and pay in full to PTL, on behalf of the Sellers, by wire transfer in immediately available good funds, all such amounts as shall be received upon the liquidation of such investments immediately upon receipt of such amounts by the Escrow Agent; (b) In the event that the Actual Price Adjustment, as determined in accordance with Section 2.08 of the Asset Purchase Agreement, is less than the Interim Price Adjustment and the difference between the Actual Price Adjustment and the Interim Price Adjustment (the “Price Adjustment Difference”) is less than the Price Adjustment Deposit, then the Sellers and the Purchaser shall provide a Joint Notice to the Escrow Agent to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and, immediately upon receipt of such amounts, pay in full, by wire transfer in immediately available good funds, (i) to the Purchaser an amount equal to the Price Adjustment Difference and (ii) to PTL, on behalf of the Sellers, the remaining balance of the Escrow Fund; and (c) In the event that the Actual Price Adjustment, as determined in accordance with Section 2.08 of the Asset Purchase Agreement, is less than the Interim Price Adjustment and the Price Adjustment Difference is greater than the Price Adjustment Deposit, then the Sellers and the Purchaser shall provide a Joint Notice to the Escrow Agent to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and pay in full to the Purchaser, by wire transfer in immediately available funds, all such amounts as shall be received upon the liquidation of such investments immediately upon receipt of such amounts by the Escrow Agent; (b) At any time prior to the Closing Date, if the Asset Purchase Agreement is terminated by the Sellers for the reason set forth in Section 8.01(c) thereof, the Sellers and the Purchaser shall provide a Joint Notice to the Escrow Agent to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and pay in full to PTL, on behalf of the Sellers, by wire transfer in immediately available funds, all such amounts as shall be received upon the liquidation of such investments immediately upon receipt of such amounts by the Escrow Agent; or (c) At the Closing, the Escrow Agent shall liquidate all investments in the Escrow Account and transfer all such amounts as shall be received upon the liquidation of such investments to the Purchase Price Bank Account, by wire transfer in immediately available funds.