Common use of Payments from the Escrow Fund Clause in Contracts

Payments from the Escrow Fund. (a) If, at any time on or prior to the Expiration Date (as defined below), a Getty Images Party shall deliver to the Escrow Agent a certificate of such Getty Images Party, executed by an authorized officer of such Getty Images Party (a "GETTY IMAGES PARTY'S CERTIFICATE"), which Getty Images Party's Certificate shall: (i) state that such Getty Images Party has paid or incurred a Loss (an "INDEMNIFICATION ITEM"); (ii) state the aggregate amount of such Indemnification Item and the number of Getty Images Shares necessary to satisfy the Loss specified in the Indemnification Item based on the Share Value; and (iii) specify in reasonable detail the nature and amount of each individual Indemnification Item, including whether such Indemnification Item results from a breach of representation or warranty or covenant of PhotoDisc or a Principal Stockholder; the Escrow Agent shall, promptly upon receipt of such Getty Images Party's Certificate, deliver a copy of such Getty Images Party's Certificate to the Principal Stockholders' Representative. For purposes of this Agreement, the "EXPIRATION DATE" shall be March 31, 1999. (b) If the Principal Stockholders' Representative shall object to any amount claimed in connection with any Indemnification Item specified in any Getty Images Party's Certificate, the Principal Stockholders' Representative shall, within 15 Business Days after delivery by the Escrow Agent to the Principal Stockholders' Representative of such Getty Images Party's Certificate, deliver to the Escrow Agent a certificate, executed by the Principal Stockholders' Representative (a "PRINCIPAL STOCKHOLDERS' CERTIFICATE"), (i) specifying each such amount to which the Principal Stockholders' Representative objects and (ii) specifying in reasonable detail the nature and basis for each such objection. Promptly upon receipt of a Principal Stockholders' Certificate, the Escrow Agent shall deliver a copy of such Principal Stockholders' Certificate to the Getty Images Party. If the Escrow Agent shall not have received a Principal Stockholders' Certificate objecting to the amount claimed with respect to an Indemnification Item within 15 Business Days after delivery to the Principal Stockholders' Representative of a Getty Images Party's Certificate specifying such Indemnification Item, the Principal Stockholders shall be deemed to have acknowledged the correctness of the amount claimed on such Getty Images Party's Certificate with respect to such Indemnification Item, and the Escrow Agent shall thereafter forward to the transfer agent for the Getty Images Shares (the "TRANSFER AGENT") as soon as administratively permissible for further transfer to the Getty Images Party, out of the Escrow Fund (such transfer to be applied pro rata in accordance with each Stockholder's percentage interest in the Escrow Fund) such number of shares of Getty Images Shares, as specified in the Getty Images Party's Certificate, equal to the lesser of (A) the amount claimed in the Getty Images Party's Certificate with respect to such Indemnification Item divided by the Share Value and (B) the number of shares of Getty Images Shares then remaining in the Escrow Fund. (c) If the Escrow Agent receives, within 15 Business Days after delivery to the Principal Stockholders' Representative of a Getty Images Party's Certificate, a Principal Stockholders' Certificate objecting to the amount claimed with respect to any Indemnification Item specified in such Getty Images Party's Certificate, the amount so objected to shall be held by the Escrow Agent and shall not be released from the Escrow Fund except in accordance with either (i) written instructions executed by an authorized officer of each of Getty Images and the Principal Stockholders' Representative or (ii) written instructions from the Getty Images Party and the final nonappealable judgment of a court having jurisdiction over the matters relating to the claim by the Getty Images Party for indemnification from the Principal Stockholders, after which time the Escrow Agent shall forward to the Transfer Agent as soon as administratively practicable for further transfer to the Getty Images Party, out of the Escrow Fund such number of shares of Getty Images Shares, as specified in the judgement, or if not so specified, as determined by such Getty Images Party in accordance with such judgment and communicated to the Escrow Agent in writing, equal to the lesser of (A) the amount set forth in the written instructions or in such judgment, as the case may be, divided by the Share Value and (B) the number of shares of Getty Images Shares then remaining in the Escrow Fund. (d) Notwithstanding the limitations set forth in Section 8(a) of this Agreement, following the Expiration Date, the Getty Images Party shall be entitled to assert claims against the Escrow Fund under this Section 8 in respect of all Losses that were included in determining the Reserved Amount (as defined below). (e) For purposes of this Agreement, the "Reserved Amount" shall be equal to the aggregate of the amounts claimed and unpaid in all Getty Images Party's Certificates delivered to the Escrow Agent prior to the Expiration Date (which claims shall not have been resolved on or prior to the Expiration Date). (i) If, on the Expiration Date, the Reserved Amount is less than the product of the number of Escrow Shares then remaining in the Escrow Fund and the Share Value (the "ESCROW FUND SHARES VALUE"), on the Expiration Date, the Escrow Agent shall promptly liquidate all investments (other than shares of Getty Images Stock) of the Escrow Fund and transfer to each Principal Stockholder (x) by wire transfer in immediately available funds in accordance with the written wire transfer instructions provided by the Principal Stockholders' Representative, the amount in cash, if any, then remaining in the Escrow Fund and attributable to the Escrow Shares issued in such Principal Stockholder's name and (y) the number of shares of Getty Images Shares issued in such Principal Stockholder's name then remaining in the Escrow Fund less such Principal Stockholder's percentage interest of the Reserved Amount divided by the Share Value. (ii) If, on the Expiration Date, the Reserved Amount is greater than the Escrow Fund Shares Value, on the Expiration Date, the Escrow Agent shall promptly liquidate all investments (other than shares of Getty Images Stock) of the Escrow Fund and transfer to each Principal Stockholder, by wire transfer in immediately available funds in accordance with the written wire transfer instructions provided by such Principal Stockholder, the amount in cash, if any, then remaining in the Escrow Fund and attributable to the Escrow Shares issued in such Principal Stockholder's name less such Principal Stockholder's percentage interest of the difference between the Reserved Amount and the Escrow Fund Shares Value. (f) With respect to indemnifiable Losses resulting from a breach of representation or warranty or covenant of a Principal Stockholder and not from a breach of representation or warranty or covenant of PhotoDisc, any Escrow Shares transferred out of the Escrow Fund pursuant to Sections 8(b) or 8(c) shall be transferred out of such Principal Stockholder's percentage interest in the Escrow Fund and shall not be accounted against the interest of other Principal Stockholders in the Escrow Fund. (g) Upon the termination of this Agreement in accordance with Section 11, the Escrow Agent shall promptly liquidate all investments (other than shares of Getty Images Shares) of the Escrow Fund and transfer to each Principal Stockholder (i) the shares of Getty Images Shares issued in such Principal Stockholder's name then remaining in the Escrow Fund and (ii) by wire transfer in immediately available funds, the amount in cash, if any, then remaining in the Escrow Fund and attributable to the Escrow Shares issued in such Principal Stockholder's name in accordance with the written wire transfer instructions provided by such Principal Stockholder, which shall be deemed to be standing instructions unless revised instructions are subsequently received by the Escrow Agent.

Payments from the Escrow Fund. (a) IfIn connection with each Objection ----------------------------- Event, at any time on or prior to the Expiration Date (as defined below), a Getty Images Party Warranty Provider and the Adviser shall deliver to jointly notify the Escrow Agent a certificate in writing (the "Floor Shortfall Payment Notice") of such Getty Images Party, executed by an authorized officer of such Getty Images Party (a "GETTY IMAGES PARTY'S CERTIFICATE"), which Getty Images Party's Certificate shall: (i) state that such Getty Images Party has paid or incurred a Loss (an "INDEMNIFICATION ITEM"); (ii) state the aggregate amount of such Indemnification Item and the number of Getty Images Shares necessary to satisfy the Loss specified in the Indemnification Item based on the Share Value; and (iii) specify in reasonable detail the nature and amount of each individual Indemnification Item------------------------------ Floor Shortfall and/or Additional Floor Shortfall, including whether such Indemnification Item results from a breach of representation or warranty or covenant of PhotoDisc or a Principal Stockholder; the Escrow Agent shall, promptly upon receipt of such Getty Images Party's Certificate, deliver a copy of such Getty Images Party's Certificate to the Principal Stockholders' Representative. For purposes of this Agreement, the "EXPIRATION DATE" shall be March 31, 1999. (b) If the Principal Stockholders' Representative shall object to any amount claimed in connection with any Indemnification Item specified in any Getty Images Party's Certificate, the Principal Stockholders' Representative shall, within 15 Business Days after delivery by the Escrow Agent to the Principal Stockholders' Representative of such Getty Images Party's Certificate, deliver to the Escrow Agent a certificate, executed by the Principal Stockholders' Representative (a "PRINCIPAL STOCKHOLDERS' CERTIFICATE")if any, (i) specifying each within three Business Days of the date such amount Floor Shortfall and/or Additional Floor Shortfall is finally determined by an arbitrator (the "Arbitrator") that is ---------- chosen pursuant to which Section 4.1(e) of the Principal Stockholders' Representative objects and Financial Warranty Agreement, or (ii) specifying in reasonable detail the nature event the Warranty Provider and basis for each the Adviser agree in writing on the amount of any Floor Shortfall and/or Additional Floor Shortfall prior to the Maturity Date and prior to a final determination of such objectionFloor Shortfall and/or Additional Floor Shortfall by the Arbitrator, within three Business Days of the date of such agreement. Promptly upon Within two Business Days of receipt of a Principal Stockholders' Certificatethe Floor Shortfall Payment Notice, the Escrow Agent shall deliver a copy of such Principal Stockholders' Certificate to the Getty Images Party. If the Escrow Agent shall not have received a Principal Stockholders' Certificate objecting to the amount claimed with respect to an Indemnification Item within 15 Business Days after delivery to the Principal Stockholders' Representative of a Getty Images Party's Certificate specifying such Indemnification Item, the Principal Stockholders shall be deemed to have acknowledged the correctness of the amount claimed on such Getty Images Party's Certificate with respect to such Indemnification Item, and the Escrow Agent shall thereafter forward to the transfer agent for the Getty Images Shares (the "TRANSFER AGENT") as soon as administratively permissible for further transfer to the Getty Images PartyWarranty Provider, out of the Escrow Fund (such transfer to be applied pro rata in accordance with each Stockholder's percentage interest in the Escrow Fund) such number of shares of Getty Images Shares, as specified in the Getty Images Party's Certificate, equal to the lesser of (A) the amount claimed in the Getty Images Party's Certificate with respect to such Indemnification Item divided by the Share Value and (B) the number of shares of Getty Images Shares then remaining in the Escrow Fund. (c) If the Escrow Agent receives, within 15 Business Days after delivery to the Principal Stockholders' Representative of a Getty Images Party's Certificate, a Principal Stockholders' Certificate objecting to the amount claimed with respect to any Indemnification Item specified in such Getty Images Party's Certificate, the amount so objected to shall be held by the Escrow Agent and shall not be released from the Escrow Fund except in accordance with either (i) written instructions executed by an authorized officer of each of Getty Images and the Principal Stockholders' Representative or (ii) written instructions from the Getty Images Party and the final nonappealable judgment of a court having jurisdiction over the matters relating to the claim by the Getty Images Party for indemnification from the Principal Stockholders, after which time the Escrow Agent shall forward to the Transfer Agent as soon as administratively practicable for further transfer to the Getty Images Party, out of the Escrow Fund such number of shares of Getty Images Shares, as specified in the judgement, or if not so specified, as determined by such Getty Images Party in accordance with such judgment and communicated to the Escrow Agent in writing, equal to the lesser of (A) the amount set forth in the written instructions or in such judgment, as the case may be, divided by the Share Value and (B) the number of shares of Getty Images Shares then remaining in the Escrow Fund. (d) Notwithstanding the limitations set forth in Section 8(a) of this Agreement, following the Expiration Date, the Getty Images Party shall be entitled to assert claims against the Escrow Fund under this Section 8 in respect of all Losses that were included in determining the Reserved Amount (as defined below). (e) For purposes of this Agreement, the "Reserved Amount" shall be equal to the aggregate of the amounts claimed and unpaid in all Getty Images Party's Certificates delivered to the Escrow Agent prior to the Expiration Date (which claims shall not have been resolved on or prior to the Expiration Date). (i) If, on the Expiration Date, the Reserved Amount is less than the product of the number of Escrow Shares then remaining in the Escrow Fund and the Share Value (the "ESCROW FUND SHARES VALUE"), on the Expiration Date, the Escrow Agent shall promptly liquidate all investments (other than shares of Getty Images Stock) of the Escrow Fund and transfer to each Principal Stockholder (x) by wire transfer in immediately available funds in accordance with the written wire transfer instructions provided by the Principal Stockholders' Representative, the amount in cash, if any, then remaining in the Escrow Fund and attributable to the Escrow Shares issued in such Principal Stockholder's name and (y) the number of shares of Getty Images Shares issued in such Principal Stockholder's name then remaining in the Escrow Fund less such Principal Stockholder's percentage interest of the Reserved Amount divided by the Share Value. (ii) If, on the Expiration Date, the Reserved Amount is greater than the Escrow Fund Shares Value, on the Expiration Date, the Escrow Agent shall promptly liquidate all investments (other than shares of Getty Images Stock) of the Escrow Fund and transfer to each Principal Stockholder, by wire transfer in immediately available funds in accordance with the written wire transfer instructions provided by such Principal Stockholder, the amount in cash, if any, then remaining in the Escrow Fund and attributable to the Escrow Shares issued in such Principal Stockholder's name less such Principal Stockholder's percentage interest of the difference between the Reserved Amount and the Escrow Fund Shares Value. (f) With respect to indemnifiable Losses resulting from a breach of representation or warranty or covenant of a Principal Stockholder and not from a breach of representation or warranty or covenant of PhotoDisc, any Escrow Shares transferred out of the Escrow Fund pursuant to Sections 8(b) or 8(c) shall be transferred out of such Principal Stockholder's percentage interest in the Escrow Fund and shall not be accounted against the interest of other Principal Stockholders in the Escrow Fund. (g) Upon the termination of this Agreement in accordance with Section 11, the Escrow Agent shall promptly liquidate all investments (other than shares of Getty Images Shares) of the Escrow Fund and transfer to each Principal Stockholder (i) the shares of Getty Images Shares issued in such Principal Stockholder's name then remaining in the Escrow Fund and (ii) by wire transfer in immediately available funds, out of the Escrow Account an amount in cash equal to the Floor Shortfall and/or Additional Floor Shortfall set forth in such Floor Shortfall Payment Notice, together with any interest accrued thereon (the "Floor Shortfall Escrow ----------------------- Amount"). In the event that the amount of the Escrow Fund exceeds the Floor Shortfall Escrow Amount, then the Escrow Agent shall, immediately after payment of the Floor Shortfall Escrow Amount to the Warranty Provider, transfer the remaining amount of funds in cashthe Escrow Account to the Adviser. In the event that the Floor Shortfall Payment Notice notifies the Escrow Agent that no payment is required under the Financial Warranty Agreement, the Escrow Agent shall, within two Business Days of its receipt of the Floor Shortfall Payment Notice, transfer to the Adviser by wire transfer in immediately available funds the Escrow Fund out of the Escrow Account. (b) Notwithstanding anything contained in Section 4(a) hereof, if the Maturity Date occurs prior to the final determination by the Arbitrator of a Floor Shortfall and/or Additional Floor Shortfall, the Warranty Provider shall notify the Escrow Agent in writing (the "Shortfall Amount Payment ------------------------- Notice") of the Aggregate Shortfall Amount, if any, then remaining within one Business Day following the Maturity Date and that the Maturity Date has occurred. Within one Business Day of receipt of the Shortfall Amount Payment Notice, the Escrow Agent shall transfer to the Warranty Provider, by wire transfer in immediately available funds, out of the Escrow Account an amount in cash equal to the lesser of (i) the Aggregate Shortfall Amount and (ii) the Escrow Fund, together with any interest accrued thereon (such lesser amount, the "Shortfall Escrow Amount"); provided, however, that if the Escrow Fund and attributable is ------------------------ less than the Aggregate Shortfall Amount, the Adviser shall immediately pay to the Escrow Shares issued in such Principal Stockholder's name in accordance with the written Warranty Provider by wire transfer instructions provided by in immediately available funds an amount equal to the difference of the Aggregate Shortfall Amount and the Escrow Fund (the term "Shortfall Escrow Amount" shall also include any such Principal Stockholder----------------------- additional amount). If the Arbitrator subsequently determines that there is no Floor Shortfall and/or Additional Floor Shortfall, which shall be deemed or that the Floor Shortfall and/or Additional Floor Shortfall is less than the Shortfall Escrow Amount, the Warranty Provider hereby agrees to be standing instructions unless revised instructions are subsequently received deliver to the Adviser, within three Business Days of such final determination, an amount equal to the difference, if positive, of the Shortfall Escrow Amount and such Floor Shortfall and/or Additional Floor Shortfall as finally determined by the Arbitrator. If the Arbitrator determines that the Floor Shortfall and/or Additional Shortfall is greater than the Shortfall Escrow AgentAmount, the Adviser hereby agrees to pay to the Warranty Provider, within three Business Days of such final determination, an amount equal to the lesser of (i) the difference, if positive, of the Floor Shortfall and/or Additional Floor Shortfall as finally determined by the Arbitrator and the Shortfall Escrow Amount and (ii) the Aggregate Shortfall Amount. (c) If this Agreement terminates prior to the Maturity Date, the Escrow Agent shall, within three (3) Business Days of termination, transfer the Escrow Fund to the Adviser by wire transfer in immediately available funds.

Payments from the Escrow Fund. (a) If, at any time on or prior to the Expiration Date (as defined below), a Getty Images Party shall deliver to the Escrow Agent a certificate of such Getty Images Party, executed by an authorized officer of such Getty Images Party (a "GETTY IMAGES PARTY'S CERTIFICATE"), which Getty Images Party's Certificate shall: (i) state that such Getty Images Party has paid or incurred a Loss (an "INDEMNIFICATION ITEM"); (ii) state the aggregate amount of such Indemnification Item and the number of Getty Images Shares necessary to satisfy the Loss specified in the Indemnification Item based on the Share Value; and (iii) specify in reasonable detail the nature and amount of each individual Indemnification Item, including whether such Indemnification Item results from a breach of representation or warranty or covenant of PhotoDisc or a Principal Stockholder; the Escrow Agent shall, promptly upon receipt of such Getty Images Party's Certificate, deliver a copy of such Getty Images Party's Certificate to the Principal Stockholders' Representative. For purposes of this Agreement, the "EXPIRATION DATE" shall be March 31, 1999. (b) If the Principal Stockholders' Representative shall object to any amount claimed in connection with any Indemnification Item specified in any Getty Images Party's Certificate, the Principal Stockholders' Representative shall, within 15 Business Days after delivery by the Escrow Agent to the Principal Stockholders' Representative of such Getty Images Party's Certificate, deliver to the Escrow Agent a certificate, executed by the Principal Stockholders' Representative (a "PRINCIPAL STOCKHOLDERS' CERTIFICATE"), (i) specifying each such amount to which the Principal Stockholders' Representative objects and (ii) specifying in reasonable detail the nature and basis for each such objection. Promptly upon receipt of a Principal Stockholders' Certificate, the The Escrow Agent shall deliver a copy of such Principal Stockholders' Certificate pay all amounts due under an Adjustment Draw-Down Notice or Draw-Down Request, determined according to the Getty Images Party. If the Escrow Agent shall not have received a Principal Stockholders' Certificate objecting to the amount claimed with respect to an Indemnification Item within 15 Business Days after delivery to the Principal Stockholders' Representative terms of a Getty Images Party's Certificate specifying such Indemnification Item, the Principal Stockholders shall be deemed to have acknowledged the correctness of the amount claimed on such Getty Images Party's Certificate with respect to such Indemnification Item, Section 3(a) and the Escrow Agent shall thereafter forward to the transfer agent for the Getty Images Shares (the "TRANSFER AGENT") as soon as administratively permissible for further transfer to the Getty Images Party, out of the Escrow Fund (such transfer to be applied pro rata in accordance with each Stockholder's percentage interest in the Escrow Fund) such number of shares of Getty Images Shares, as specified in the Getty Images Party's Certificate, equal to the lesser of (A) the amount claimed in the Getty Images Party's Certificate with respect to such Indemnification Item divided by the Share Value and (B) the number of shares of Getty Images Shares then remaining in the Escrow Fund. (c) If the Escrow Agent receives, within 15 Business Days after delivery to the Principal Stockholders' Representative of a Getty Images Party's Certificate, a Principal Stockholders' Certificate objecting to the amount claimed with respect to any Indemnification Item specified in such Getty Images Party's Certificate, the amount so objected to shall be held by the Escrow Agent and shall not be released from the Escrow Fund except in accordance with either (i) written instructions executed by an authorized officer of each of Getty Images and the Principal Stockholders' Representative or (ii) written instructions from the Getty Images Party and the final nonappealable judgment of a court having jurisdiction over the matters relating to the claim by the Getty Images Party for indemnification from the Principal Stockholders, after which time the Escrow Agent shall forward to the Transfer Agent as soon as administratively practicable for further transfer to the Getty Images Party, out of the Escrow Fund such number of shares of Getty Images Shares, as specified in the judgement, or if not so specified, as determined by such Getty Images Party in accordance with such judgment and communicated to the Escrow Agent in writing, equal to the lesser of (A) the amount set forth in the written instructions or in such judgment, as the case may be, divided by the Share Value and (B) the number of shares of Getty Images Shares then remaining in the Escrow Fund. (d) Notwithstanding the limitations set forth in Section 8(a3(b) of this Agreement, following by releasing to the Expiration Date, the Getty Images appropriate Buyer Indemnified Party shall be entitled to assert claims against a portion of the Escrow Fund under this Section 8 in respect of all Losses that were included in determining the Reserved Amount (as defined below). (e) For purposes of this Agreement, the "Reserved Amount" shall be equal to the aggregate with any of the amounts claimed Aggregate Escrow Shares being so released to be valued for such purposes at the Adjusted Closing Date Reference Price and unpaid in all Getty Images Party's Certificates delivered to the Escrow Agent prior to the Expiration Date (which claims shall not have been resolved on or prior to the Expiration Date). (i) If, on the Expiration Date, the Reserved Amount is less than the product of the number of the Aggregate Escrow Shares to be so released to be rounded up to the nearest whole number. In the event that there shall not be any Aggregate Cash Sale Proceeds at the time amounts are due under an Adjustment Draw-Down Notice or Draw-Down Request, then remaining in only Aggregate Escrow Shares shall be released unless the Escrow Fund and the Share Value (the "ESCROW FUND SHARES VALUE")Account does not contain sufficient Aggregate Escrow Shares to satisfy an Adjustment Draw-Down Notice or Draw-Down Request, on the Expiration Date, in which case the Escrow Agent shall promptly liquidate release to the appropriate Buyer Indemnified Party all investments (other than shares of Getty Images Stock) of the Aggregate Escrow Fund and transfer to each Principal Stockholder (x) by wire transfer in immediately available funds in accordance with the written wire transfer instructions provided by the Principal Stockholders' Representative, the amount in cash, if any, then remaining Shares contained in the Escrow Fund Account, and attributable shall pay the remaining balance in cash from the Aggregate Dividend Amount. In the event that there shall be Aggregate Cash Sale Proceeds at the time amounts are due under an Adjustment Draw-Down Notice or Draw-Down Request, then both Aggregate Escrow Shares and Aggregate Cash Sale Proceeds shall be released such that the amount of the Aggregate Cash Sale Proceeds so released shall represent the Cash Proceeds Percentage of the total amount released. If the amount released pursuant to the Escrow Shares issued in such Principal Stockholder's name and (y) the number of shares of Getty Images Shares issued in such Principal Stockholder's name immediately preceding sentence is not sufficient to satisfy an Adjustment Draw-Down Notice or Draw-Down Request, then remaining in the Escrow Fund less such Principal Stockholder's percentage interest of the Reserved Amount divided by the Share Value. (ii) If, on the Expiration Date, the Reserved Amount is greater than the Escrow Fund Shares Value, on the Expiration Date, the Escrow Agent shall promptly liquidate all investments (other than shares of Getty Images Stock) release to the appropriate Buyer Indemnified Party a sufficient amount of the Aggregate Cash Sale Proceeds or the Aggregate Escrow Fund and transfer Shares (whichever remains) to each Principal Stockholder, by wire transfer in immediately available funds in accordance with pay the written wire transfer instructions provided by such Principal Stockholder, remaining balance. If the amount in cash, if anyreleased pursuant to the two immediately preceding sentences is not sufficient to satisfy an Adjustment Draw-Down Notice or Draw-Down Request, then remaining in the Escrow Fund and attributable to the Escrow Shares issued in such Principal Stockholder's name less such Principal Stockholder's percentage interest of the difference between the Reserved Amount and the Escrow Fund Shares Value. (f) With respect to indemnifiable Losses resulting from a breach of representation or warranty or covenant of a Principal Stockholder and not from a breach of representation or warranty or covenant of PhotoDisc, any Escrow Shares transferred out of the Escrow Fund pursuant to Sections 8(b) or 8(c) shall be transferred out of such Principal Stockholder's percentage interest in the Escrow Fund and shall not be accounted against the interest of other Principal Stockholders in the Escrow Fund. (g) Upon the termination of this Agreement in accordance with Section 11, the Escrow Agent shall promptly liquidate all investments (other than shares of Getty Images Shares) of the Escrow Fund and transfer to each Principal Stockholder (i) the shares of Getty Images Shares issued in such Principal Stockholder's name then remaining in the Escrow Fund and (ii) by wire transfer in immediately available funds, the amount in cash, if any, then remaining in the Escrow Fund and attributable pay to the Escrow Shares issued appropriate Buyer Indemnified Party the remaining balance in such Principal Stockholder's name in accordance with cash from the written wire transfer instructions provided by such Principal Stockholder, which shall be deemed to be standing instructions unless revised instructions are subsequently received by the Escrow AgentAggregate Dividend Amount.

Payments from the Escrow Fund. (a) IfIn connection with each Objection Event, at any time on or prior to the Expiration Date (as defined below), a Getty Images Party Warranty Provider and the Adviser shall deliver to jointly notify the Escrow Agent a certificate in writing (the "Floor Shortfall Payment Notice") of such Getty Images Party, executed by an authorized officer of such Getty Images Party (a "GETTY IMAGES PARTY'S CERTIFICATE"), which Getty Images Party's Certificate shall: (i) state that such Getty Images Party has paid or incurred a Loss (an "INDEMNIFICATION ITEM"); (ii) state the aggregate amount of such Indemnification Item and the number of Getty Images Shares necessary to satisfy the Loss specified in the Indemnification Item based on the Share Value; and (iii) specify in reasonable detail the nature and amount of each individual Indemnification ItemFloor Shortfall and/or Additional Floor Shortfall, including whether such Indemnification Item results from a breach of representation or warranty or covenant of PhotoDisc or a Principal Stockholder; the Escrow Agent shall, promptly upon receipt of such Getty Images Party's Certificate, deliver a copy of such Getty Images Party's Certificate to the Principal Stockholders' Representative. For purposes of this Agreement, the "EXPIRATION DATE" shall be March 31, 1999. (b) If the Principal Stockholders' Representative shall object to any amount claimed in connection with any Indemnification Item specified in any Getty Images Party's Certificate, the Principal Stockholders' Representative shall, within 15 Business Days after delivery by the Escrow Agent to the Principal Stockholders' Representative of such Getty Images Party's Certificate, deliver to the Escrow Agent a certificate, executed by the Principal Stockholders' Representative (a "PRINCIPAL STOCKHOLDERS' CERTIFICATE")if any, (i) specifying each within three Business Days of the date such amount Floor Shortfall and/or Additional Floor Shortfall is finally determined by an arbitrator (the "Arbitrator") that is chosen pursuant to which Section 4.1(e) of the Principal Stockholders' Representative objects and Financial Warranty Agreement, or (ii) specifying in reasonable detail the nature event the Warranty Provider and basis for each the Adviser agree in writing on the amount of any Floor Shortfall and/or Additional Floor Shortfall prior to the Maturity Date and prior to a final determination of such objectionFloor Shortfall and/or Additional Floor Shortfall by the Arbitrator, within three Business Days of the date of such agreement. Promptly upon Within two Business Days of receipt of a Principal Stockholders' Certificatethe Floor Shortfall Payment Notice, the Escrow Agent shall deliver a copy of such Principal Stockholders' Certificate to the Getty Images Party. If the Escrow Agent shall not have received a Principal Stockholders' Certificate objecting to the amount claimed with respect to an Indemnification Item within 15 Business Days after delivery to the Principal Stockholders' Representative of a Getty Images Party's Certificate specifying such Indemnification Item, the Principal Stockholders shall be deemed to have acknowledged the correctness of the amount claimed on such Getty Images Party's Certificate with respect to such Indemnification Item, and the Escrow Agent shall thereafter forward to the transfer agent for the Getty Images Shares (the "TRANSFER AGENT") as soon as administratively permissible for further transfer to the Getty Images PartyWarranty Provider, out of the Escrow Fund (such transfer to be applied pro rata in accordance with each Stockholder's percentage interest in the Escrow Fund) such number of shares of Getty Images Shares, as specified in the Getty Images Party's Certificate, equal to the lesser of (A) the amount claimed in the Getty Images Party's Certificate with respect to such Indemnification Item divided by the Share Value and (B) the number of shares of Getty Images Shares then remaining in the Escrow Fund. (c) If the Escrow Agent receives, within 15 Business Days after delivery to the Principal Stockholders' Representative of a Getty Images Party's Certificate, a Principal Stockholders' Certificate objecting to the amount claimed with respect to any Indemnification Item specified in such Getty Images Party's Certificate, the amount so objected to shall be held by the Escrow Agent and shall not be released from the Escrow Fund except in accordance with either (i) written instructions executed by an authorized officer of each of Getty Images and the Principal Stockholders' Representative or (ii) written instructions from the Getty Images Party and the final nonappealable judgment of a court having jurisdiction over the matters relating to the claim by the Getty Images Party for indemnification from the Principal Stockholders, after which time the Escrow Agent shall forward to the Transfer Agent as soon as administratively practicable for further transfer to the Getty Images Party, out of the Escrow Fund such number of shares of Getty Images Shares, as specified in the judgement, or if not so specified, as determined by such Getty Images Party in accordance with such judgment and communicated to the Escrow Agent in writing, equal to the lesser of (A) the amount set forth in the written instructions or in such judgment, as the case may be, divided by the Share Value and (B) the number of shares of Getty Images Shares then remaining in the Escrow Fund. (d) Notwithstanding the limitations set forth in Section 8(a) of this Agreement, following the Expiration Date, the Getty Images Party shall be entitled to assert claims against the Escrow Fund under this Section 8 in respect of all Losses that were included in determining the Reserved Amount (as defined below). (e) For purposes of this Agreement, the "Reserved Amount" shall be equal to the aggregate of the amounts claimed and unpaid in all Getty Images Party's Certificates delivered to the Escrow Agent prior to the Expiration Date (which claims shall not have been resolved on or prior to the Expiration Date). (i) If, on the Expiration Date, the Reserved Amount is less than the product of the number of Escrow Shares then remaining in the Escrow Fund and the Share Value (the "ESCROW FUND SHARES VALUE"), on the Expiration Date, the Escrow Agent shall promptly liquidate all investments (other than shares of Getty Images Stock) of the Escrow Fund and transfer to each Principal Stockholder (x) by wire transfer in immediately available funds in accordance with the written wire transfer instructions provided by the Principal Stockholders' Representative, the amount in cash, if any, then remaining in the Escrow Fund and attributable to the Escrow Shares issued in such Principal Stockholder's name and (y) the number of shares of Getty Images Shares issued in such Principal Stockholder's name then remaining in the Escrow Fund less such Principal Stockholder's percentage interest of the Reserved Amount divided by the Share Value. (ii) If, on the Expiration Date, the Reserved Amount is greater than the Escrow Fund Shares Value, on the Expiration Date, the Escrow Agent shall promptly liquidate all investments (other than shares of Getty Images Stock) of the Escrow Fund and transfer to each Principal Stockholder, by wire transfer in immediately available funds in accordance with the written wire transfer instructions provided by such Principal Stockholder, the amount in cash, if any, then remaining in the Escrow Fund and attributable to the Escrow Shares issued in such Principal Stockholder's name less such Principal Stockholder's percentage interest of the difference between the Reserved Amount and the Escrow Fund Shares Value. (f) With respect to indemnifiable Losses resulting from a breach of representation or warranty or covenant of a Principal Stockholder and not from a breach of representation or warranty or covenant of PhotoDisc, any Escrow Shares transferred out of the Escrow Fund pursuant to Sections 8(b) or 8(c) shall be transferred out of such Principal Stockholder's percentage interest in the Escrow Fund and shall not be accounted against the interest of other Principal Stockholders in the Escrow Fund. (g) Upon the termination of this Agreement in accordance with Section 11, the Escrow Agent shall promptly liquidate all investments (other than shares of Getty Images Shares) of the Escrow Fund and transfer to each Principal Stockholder (i) the shares of Getty Images Shares issued in such Principal Stockholder's name then remaining in the Escrow Fund and (ii) by wire transfer in immediately available funds, out of the Escrow Account an amount in cash equal to the Floor Shortfall and/or Additional Floor Shortfall set forth in such Floor Shortfall Payment Notice, together with any interest accrued thereon (the "Floor Shortfall Escrow Amount"). In the event that the amount of the Escrow Fund exceeds the Floor Shortfall Escrow Amount, then the Escrow Agent shall, immediately after payment of the Floor Shortfall Escrow Amount to the Warranty Provider, transfer the remaining amount of funds in cashthe Escrow Account to the Adviser. In the event that the Floor Shortfall Payment Notice notifies the Escrow Agent that no payment is required under the Financial Warranty Agreement, the Escrow Agent shall, within two Business Days of its receipt of the Floor Shortfall Payment Notice, transfer to the Adviser by wire transfer in immediately available funds the Escrow Fund out of the Escrow Account. (b) Notwithstanding anything contained in Section 4(a) hereof, if the Maturity Date occurs prior to the final determination by the Arbitrator of a Floor Shortfall and/or Additional Floor Shortfall, the Warranty Provider shall notify the Escrow Agent in writing (the "Shortfall Amount Payment Notice") of the Aggregate Shortfall Amount, if any, then remaining within one Business Day following the Maturity Date and that the Maturity Date has occurred. Within one Business Day of receipt of the Shortfall Amount Payment Notice, the Escrow Agent shall transfer to the Warranty Provider, by wire transfer in immediately available funds, out of the Escrow Account an amount in cash equal to the lesser of (i) the Aggregate Shortfall Amount and (ii) the Escrow Fund, together with any interest accrued thereon (such lesser amount, the "Shortfall Escrow Amount"); provided, however, that if the Escrow Fund and attributable is less than the Aggregate Shortfall Amount, the Adviser shall immediately pay to the Escrow Shares issued in such Principal Stockholder's name in accordance with the written Warranty Provider by wire transfer instructions provided by in immediately available funds an amount equal to the difference of the Aggregate Shortfall Amount and the Escrow Fund (the term "Shortfall Escrow Amount" shall also include any such Principal Stockholderadditional amount). If the Arbitrator subsequently determines that there is no Floor Shortfall and/or Additional Floor Shortfall, which shall be deemed or that the Floor Shortfall and/or Additional Floor Shortfall is less than the Shortfall Escrow Amount, the Warranty Provider hereby agrees to be standing instructions unless revised instructions are subsequently received deliver to the Adviser, within three Business Days of such final determination, an amount equal to the difference, if positive, of the Shortfall Escrow Amount and such Floor Shortfall and/or Additional Floor Shortfall as finally determined by the Arbitrator. If the Arbitrator determines that the Floor Shortfall and/or Additional Shortfall is greater than the Shortfall Escrow AgentAmount, the Adviser hereby agrees to pay to the Warranty Provider, within three Business Days of such final determination, an amount equal to the lesser of (i) the difference, if positive, of the Floor Shortfall and/or Additional Floor Shortfall as finally determined by the Arbitrator and the Shortfall Escrow Amount and (ii) the Aggregate Shortfall Amount. (c) If this Agreement terminates prior to the Maturity Date, the Escrow Agent shall, within three (3) Business Days of termination, transfer the Escrow Fund to the Adviser by wire transfer in immediately available funds.