Common use of Purchase Price Adjustments Clause in Contracts

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed $25,000, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent or Sub after the Effective Time.

Purchase Price Adjustments. As partial --------------------------------------------------- security At Closing, Seller shall sell the Property and Purchaser shall buy the same, in accordance with the terms of this Option Contract. The total purchase price to be paid by Purchaser to Seller is ____________________________________ Dollars ($__________________) (the “Purchase Price”) payable by certified check or by such means as shall be satisfactory to Seller. All rents, real estate taxes, insurance premiums, interest, subdivision assessments and utility charges (if any) relating to the Property, except as hereinafter provided, shall be prorated and adjusted as of Closing, in accordance with generally accepted principles of real estate closing, with Seller having the last day and such adjustments shall be added to or subtracted from the price as determined. Notwithstanding the foregoing, Purchaser is responsible for all costs of recording and Closing. TRANSFER AND CONDITION OF TITLE Purchaser shall have 30 days from the Option Date to obtain a title commitment for the indemnity provided for Property from the Title Company (the “Title Commitment”) and advise Seller in Section 7.3 and writing that the Purchase Price Adjustments provided for condition of title is defective, in Section 1.10which event such written notice shall detail the manner in which title is defective. If Purchaser notifies Seller that title is defective, Seller shall have 30 days from receipt of such notice within which it may attempt to cure such defects. Nothing herein obligates Seller to cure such defects. If Seller does not cure such defects within the allotted time, Purchaser may elect within 10 days after the expiration of the earlier of (i) at Seller’s written notice to Purchaser refusing to cure any such defects or (ii) said 30 day period, either to terminate this Option Contract without further liability of the Effective Timeparties hereunder, except as expressly provided herein, or Purchaser may accept such title as Seller is able to convey, without a reduction in the Company Shareholders will Purchase Price. If Purchaser fails to notify Seller under this paragraph within the applicable time periods provided above either that the condition of title is unacceptable or that Purchaser elects to terminate this Contract, Purchaser shall be deemed to have received accepted the condition of title as shown in the Title Commitment and deposited with the Escrow Agent (parties shall proceed to Closing. Purchaser shall pay for all title charges, including all Title Commitment and title policy charges and all other fees for services rendered by the Title Company. If Purchaser terminates this Option Contract as defined in Section 1.6(e)(iii) above) a result of Seller’s failure to cure any stated defects, then the Escrow Amount (plus any additional shares that may Option Fee shall be issued upon any stock split, stock dividend or recapitalization effected by Parent after returned to Purchaser. The Closing Date shall be extended if necessary to account for the Effective Time) without any act of any Company Shareholdertime periods set forth herein. On the Closing Date, Seller shall convey the Property to Purchaser by means of a Special Warranty Deed in the form attached hereto as Exhibit B and made a part hereof, including the restrictions upon use of the Property listed therein. Possession of the Property shall be delivered to Purchaser at time of transfer of title. Sewer service charge (if any) and taxes due and payable on the Closing Date shall be prorated and adjusted on the Closing Date. Attached hereto as Exhibit C is a mutually satisfactory narrative detailing the size, scope and nature of Purchaser’s proposed development of the Property (the “Property Use Description”). Regarding Purchaser’s improvements to the Property as set forth in the Property Use Description, Purchaser represents, warrants and covenants to Seller the following: Purchaser shall construct the improvements on the Property as per the Property Use Description (the “Project”). Construction on the Project shall commence within 12 months of the Closing Date (the “Commencement Date”) and be completed within 30 months after such commencement (the Effective Time“Completion Date”). On the Completion Date, Purchaser shall send Seller a written notice of completion. Purchaser acknowledges and agrees that the loss and damages to Seller arising from Purchaser’s failure to abide by the Commencement Date and Completion Date would be an uncertain amount that is difficult to ascertain or prove, and as such, the Escrow Amount parties agree that the Seller shall have its election of the following remedies: (a) liquidated damages for failure to complete construction by the Completion Date shall be an amount equal to 25% of the Purchaser Price (“Liquidated Damaged”) or (b) if Purchaser fails to complete construction by the Completion Date, Seller may buy back the Property for an amount equal to 70% of the Purchase Price (“Buy Back”). At Closing, Purchaser shall execute a deed in the form an escrow fund attached hereto as Exhibit D (the "Escrow Fund"“Buy Back Deed”) to be governed held in escrow by the terms set forth herein Title Company pursuant to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”), which shall also be executed by all parties at Parent's Closing. In the event that the Project commenced on or before the Commencement Date and was completed on or before the Completion Date, the Buy Back Deed and Escrow Agreement shall be released and deemed terminated, respectively. If Purchaser fails to commence work on the Project by the Commencement Date or complete the Project by the Completion Date, Seller shall give the Purchaser written notice of the same, and if Purchaser fails to cure within fifteen (15) days after the notice is sent, Seller shall elect in writing to Purchaser Liquidated Damages or Buy Back. In the event Seller elects Buy Back, the parties shall proceed to convey the Property to Seller subject only to title exceptions approved by Seller. The final recording of the Buy Back Deed to Seller shall occur only upon Seller’s final approval of the condition of the Property and shall be subject to Seller’s receipt of a title commitment satisfactory to Seller, in Seller’s sole and absolute discretion. Purchaser shall execute all affidavits, waivers, and other documents required by the Title Company to convey the Property to Seller in accordance with this Section. Purchaser shall be responsible to pay all title and closing costs and shall pay any taxes, assessments, or other fees incurred during Purchaser’s ownership of the Property or otherwise necessary to convey the Property to Seller in satisfactory condition. The parties agree that no broker’s commission shall be due in connection with the conveyance of the Property to Seller under this Section. If the Property is not in a condition that is acceptable to Seller, it Seller’s sole and absolute discretion, Seller may by written notice to Purchaser change its election to Liquidated Damages. In the event Seller elects Liquidated Damages, the parties further agree that Purchaser shall pay any liquidated damages owed to Seller pursuant to this Section immediately upon demand. Notwithstanding the foregoing, Purchaser shall not be liable or responsible for any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the reasonable control of the responsible party and these delays shall be excluded from the computation of any periods of time when calculating the Commencement Date and the Completion Date, so long as Purchaser provides Seller with written notice of such force majeure events within 10 business days after their occurrence. The foregoing covenants shall survive the Closing. If Purchaser’s use of the Property requires the subdivision or resubdivision or the Property, Purchaser shall at its sole cost and expense, comply with all laws and regulations pertaining to subdividing the Property. The Escrow Agent may execute this Agreement following If any material part of the date hereof improvements on the Property is destroyed or materially damaged (excluding ordinary wear and tear) prior to Closing Date, Seller shall give notice to Purchaser of such damage or destruction and of Seller’s insurance coverage. Purchaser shall elect within 15 business days thereafter by written notice to Seller either: (a) to terminate this Option Contract, in which event the Effective TimeOption Fee shall be refunded to Purchaser; or (b) to close the transaction contemplated hereby, and such later execution, if so executed after in which event the date hereof, Purchase Price shall not affect the binding nature be reduced but Seller shall assign to Purchaser Seller’s rights in any insurance proceeds paid or payable to Seller in connection with such damage or destruction. If Purchaser does not give written notice of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder termination to Seller timely, then Purchaser shall be deemed to have elected to close the pro rata amount calculated pursuant to Section 1.6(atransaction contemplated hereby in accordance with clause (b) of this Agreementsection. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and If this Option Contract is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed $25,000, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent terminated as provided in paragraph clause (da) below. The Company Shareholders of this section then the parties shall not have any right no further rights or obligations under this Option Contract except those that expressly survive the termination of contribution from the Company with respect to any Loss claimed by Parent or Sub after the Effective Timethis Option Contract.

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal ShareholdersShareholder, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders Shareholder for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed $25,000, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent or Sub after the Effective Time.

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders Stockholders (other than Xxxxx Associates Investors) will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any such Company ShareholderStockholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow ------ Fund") to be governed by the terms set forth herein at Parent's cost and ---- expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each such Company Shareholder Stockholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this AgreementAgreement but excluding for this purpose all shares issued to Xxxxx Associates Investors. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal ShareholdersStockholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed $25,000, two percent (2%) of the Original Purchase Price have been delivered to the Shareholder Stockholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders Stockholders shall not have any right of contribution from the Company with respect to any Loss claimed after the Effective Time by Parent or Sub after the Effective TimeSub.

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii1.6(d)(ii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Company Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed exceeds $25,00025,000 after the resolution of any conflicts under Section 7.2(i) below, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph subsection (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed after the Effective Time by Parent or Sub after the Effective TimeSub.

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii1.6(d)(ii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed exceeds $25,000, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph subsection (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed after the Effective Time by Parent or Sub after the Effective TimeSub.

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders Members will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company ShareholderMember. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set forth ----------- herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder Member shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed $25,00031,000, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders Members shall not have any right of contribution from the Company with respect to any Loss claimed by Parent or Sub after the Effective Time.

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed $25,000two percent (2%) of the Original Purchase Price, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed after the Effective Time by Parent or Sub after the Effective TimeSub.

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed $25,00028,750, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent or Sub after the Effective Time.

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying lossesLosses, the aggregate of which exceed $25,000__________, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent or Sub after the Effective Time.

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii1.6(d)(ii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Company Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed $25,000exceeds 2% of the Original Purchase Price, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph subsection (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed after the Effective Time by Parent or Sub after the Effective TimeSub.

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section Sec tion 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. [Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant covenant, if the Merger does not close. ] Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed $25,000136,000, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent or Sub after the Effective Time.

Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, subject to the provisions of Section 7.2(f), seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not closeclose as a result of such breach. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed $25,000200,000, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent or Sub after the Effective Time.