Common use of Release of Escrow Clause in Contracts

Release of Escrow. The Agent shall retain the Escrow Shares and shall not distribute them until it is determined in accordance with Section 4.3 of the Exchange Agreement and the provisions of this Section 3 whether or not Wiki Sub has achieved the Benchmarks during the Earn-Out Period. 3.1 Upon receipt of a written notice (“GD Direction Notice”) from Garibaldi and XxXxxxxx stating that Wiki Sub has achieved the Benchmarks, or that the Board of Directors of Source has entered into an agreement to sell or merge Wiki Sub with another entity or to dispose of the assets of Wiki Sub, or has taken any other action to compromise the ability of Wiki Sub to meet the Financial Goals, the Agent will promptly deliver a copy of the GD Direction Notice to Wiki Parent. 3.2 Upon receipt of a written notice from Source stating that the Benchmarks have not been achieved and that no further extensions of the Earn-Out Period are required or have been granted in accordance with the terms of section 4.3 of the Exchange Agreement (a “Source Notice”), the Agent will promptly deliver a copy of the Source Notice to Garibaldi and XxXxxxxx. 3.3 If within twenty (20) days of the Agent’s receipt of a GD Direction Notice the Agent has not received from or on behalf of Source a Source Notice or other notice in which Source disputes the statements of Garibaldi and XxXxxxxx in the GD Direction Notice (a “Source Objection Notice”), the Agent shall deliver the certificates evidencing the Garibaldi Shares to Garibaldi, the certificates evidencing the XxXxxxxx Shares to XxXxxxxx, and the certificates evidencing the Wiki Sub Shares to Wiki Parent. 3.4 If within twenty (20) days of the Agent’s receipt of a Default Notice the Agent has not received from or on behalf of Garibaldi and XxXxxxxx a notice (a “GD Objection Notice”) in which Garibaldi and XxXxxxxx dispute the statements of Source in the Source Notice, then the Agent shall deliver to (i) the Transfer Agent, the certificates evidencing the Garibaldi Shares and the XxXxxxxx Shares, together with the Instruction Letter. and to (ii) Source, the certificates evidencing the Wiki Sub Shares. s. 3.5 If the Agent receives (i) a GD Direction Notice and a Source Objection Notice within the period set forth in Section 3.3, or (ii) a Source Notice and a GD Objection Notice within the period set forth in Section 3.4 (giving rise in the case of (i) or (ii) to a controversy or dispute, hereinafter referred to as a “Dispute”), the Agent shall continue to hold the Escrow Shares until final resolution of the Dispute. A final resolution of the Dispute shall occur if (x) a written agreement is reached between Source, on the one hand, and Garibaldi and XxXxxxxx, on the other hand, with respect to Dispute directing the disposition and delivery of the Escrow Shares; or (y) a final, non appealable determination of a court of competent jurisdiction. Upon final resolution of the Dispute, and upon receipt by the Agent of evidence of such resolution, the Agent shall deliver the Escrow Shares in accordance with such resolution. 3.6 Upon receipt of a written notice from Source that its Board of Directors has authorized the delivery of the Wiki Sub Shares to Source, the Garibaldi Shares to Garibaldi and the XxXxxxxx Shares to XxXxxxxx, even though the Benchmarks have not been attained, the Agent shall deliver the certificates evidencing the Wiki Sub Shares to Source, the certificates evidencing the Garibaldi Shares to Garibaldi, and the certificates evidencing the XxXxxxxx Shares to XxXxxxxx.

Release of Escrow. The Agent shall retain the Escrow Shares and shall not distribute them until it is determined in accordance with Section 4.3 of the Exchange Agreement and Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Subscriber Documents as follows: (a) On the Closing Date, the Escrow Agent will simultaneously release the Company Documents to the Subscribers and release the Subscriber Documents to the Company, except that: (i) Subscriber Legal Fees will be released directly to the Subscriber’s attorneys, and (ii) the Security Agreement and FLM UCC-3 will be released to the Collateral Agent, (b) On the Closing Date, an amount equal to $900,000 of the Escrowed Payment will be retained in escrow and not released pursuant to Section 3.1(a). Additional funds may be deposited and will be retained in escrow pursuant to this Section 3 whether or not Wiki Sub has achieved the Benchmarks during the Earn-Out Period. 3.1 Upon receipt of a written notice (“GD Direction Notice”3.1(b) from Garibaldi and XxXxxxxx stating that Wiki Sub has achieved the Benchmarks, or that the Board of Directors of Source has entered into an agreement to sell or merge Wiki Sub with another entity or to dispose as described in Section 1(c) of the assets Subscription Agreement. Such portion of Wiki Sub, the Escrowed Payment will be retained in escrow by the Escrow Agent pursuant to this Agreement in a non-interest bearing account and released to the Company or has taken any other action on the Company’s behalf not more frequently than one time each ten days. A request for release must be made in writing to compromise the ability of Wiki Sub to meet the Financial Goals, the Escrow Agent will promptly deliver and Collateral Agent. The request must include a copy of unanimously adopted resolutions of the GD Direction Notice board of directors of the Company certified by the secretary of the Company and the Company’s chief financial officer that (i) the Company is requesting a release of funds and the details thereof including the amount, purposes, and wire delivery instructions, (ii) that such requested funds are for reimbursement of funds which were timely employed in conformity in all material respects with the use of proceeds set forth on Schedule 9(e) to Wiki Parentthe Subscription Agreement under the heading “Use of Proceeds to be reimbursed After Closing”, and (iii) an Event of Default, or an event that with the giving of notice or the passage of time could become an Event of Default, has not occurred. The Company must provide to Collateral Agent reasonably satisfactory proof that the funds for which reimbursement is sought had been used for the purposes described in part (ii) of the previous sentence. The Escrow Agent may not release any funds pursuant to this Section 3.1(b) if an objection to such release has been made by Collateral Agent. Deviations from Schedule 9(e) to the Subscription Agreement may be made subject to the written approval of the Collateral Agent. Unless postponed by the Company and Collateral Agent, any funds retained in escrow on the nine month anniversary of the Closing Date will be released to Subscribers requesting such release in proportion to the relative amount of Note principal held by all Subscribers as of such nine month anniversary date. Upon release to the Subscribers, such sums shall be applied against amounts outstanding on the Notes in the manner set forth in the Notes. The Escrow Agent may request any written representations, certifications and documents in Escrow Agent’s absolute discretion before releasing any funds from escrow. 3.2 Upon (c) Notwithstanding the above, upon receipt by the Escrow Agent of a joint written notice from Source stating that instructions (“Joint Instructions”) signed by the Benchmarks have not been achieved Company and that no further extensions of the Earn-Out Period are required or have been granted Subscribers, it shall deliver the Company Documents and Subscriber Documents in accordance with the terms of section 4.3 of the Exchange Agreement (a “Source Notice”), the Agent will promptly deliver a copy of the Source Notice to Garibaldi and XxXxxxxxJoint Instructions. 3.3 If within twenty (20d) days of Anything herein to the Agent’s contrary notwithstanding, upon receipt by the Escrow Agent of a GD Direction Notice the Agent has not received from final and non-appealable judgment, order, decree or on behalf of Source a Source Notice or other notice in which Source disputes the statements of Garibaldi and XxXxxxxx in the GD Direction Notice (a “Source Objection Notice”), the Agent shall deliver the certificates evidencing the Garibaldi Shares to Garibaldi, the certificates evidencing the XxXxxxxx Shares to XxXxxxxx, and the certificates evidencing the Wiki Sub Shares to Wiki Parent. 3.4 If within twenty (20) days of the Agent’s receipt of a Default Notice the Agent has not received from or on behalf of Garibaldi and XxXxxxxx a notice (a “GD Objection Notice”) in which Garibaldi and XxXxxxxx dispute the statements of Source in the Source Notice, then the Agent shall deliver to (i) the Transfer Agent, the certificates evidencing the Garibaldi Shares and the XxXxxxxx Shares, together with the Instruction Letter. and to (ii) Source, the certificates evidencing the Wiki Sub Shares. s. 3.5 If the Agent receives (i) a GD Direction Notice and a Source Objection Notice within the period set forth in Section 3.3, or (ii) a Source Notice and a GD Objection Notice within the period set forth in Section 3.4 (giving rise in the case of (i) or (ii) to a controversy or dispute, hereinafter referred to as a “Dispute”), the Agent shall continue to hold the Escrow Shares until final resolution of the Dispute. A final resolution of the Dispute shall occur if (x) a written agreement is reached between Source, on the one hand, and Garibaldi and XxXxxxxx, on the other hand, with respect to Dispute directing the disposition and delivery of the Escrow Shares; or (y) a final, non appealable determination award of a court of competent jurisdiction. Upon final resolution of the Dispute, and upon receipt by the Agent of evidence of such resolutionjurisdiction (a “Court Order”), the Escrow Agent shall deliver the Escrow Shares Company Documents and Subscriber Documents in accordance with such resolutionthe Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable. 3.6 Upon receipt of a written notice from Source that its Board of Directors has authorized the delivery of the Wiki Sub Shares to Source, the Garibaldi Shares to Garibaldi and the XxXxxxxx Shares to XxXxxxxx, even though the Benchmarks have not been attained, the Agent shall deliver the certificates evidencing the Wiki Sub Shares to Source, the certificates evidencing the Garibaldi Shares to Garibaldi, and the certificates evidencing the XxXxxxxx Shares to XxXxxxxx.

Release of Escrow. The (a) Escrow Agent shall retain release the Escrow Shares and shall not distribute them until it is determined to the Purchaser in accordance with Section 4.3 of the Exchange Agreement and the provisions of this Section 3 whether or not Wiki Sub has achieved the Benchmarks during the Earn-Out Period. 3.1 Upon 2(a) upon (i) Escrow Agent's receipt of a written notice (“GD Direction Notice”i) from Garibaldi and XxXxxxxx stating that Wiki Sub has achieved the Benchmarks, or that the Board of Directors of Source has entered into an agreement to sell or merge Wiki Sub with another entity or to dispose of the assets of Wiki Sub, or has taken any other action to compromise the ability of Wiki Sub to meet the Financial Goals, the Agent will promptly deliver a copy of the GD Direction Notice to Wiki Parent. 3.2 Upon receipt of a written notice from Source stating an authorized representative of the Bank (the "Bank Release Notice") (A) acknowledging that the Benchmarks Loan, all accrued and unpaid interest thereon, and all other sums then due and owing under the Loan Documents have not been achieved and that no further extensions paid in full (the "Indebtedness") or (B) waiving the Company's obligation to repay the Indebtedness as a condition to Bank's delivery of the Earn-Out Period are required Release Documents (as defined below) and (ii) the unconditional and irrevocable cancellation of, and release by Bank of all liens or have been granted in accordance with the terms of section 4.3 of the Exchange Agreement (a “Source Notice”)security interests evidenced by, the Agent will promptly deliver a copy of Personal Guaranty Documents on or before October 15, 2003 in compliance with this Section 2(a) (together, the Source Notice to Garibaldi and XxXxxxxx. 3.3 If within twenty "Release Conditions"). Within five (205) days of payment in full of the Agent’s receipt of a GD Direction Notice the Agent has not received from or on behalf of Source a Source Notice or other notice in which Source disputes the statements of Garibaldi and XxXxxxxx in the GD Direction Notice (a “Source Objection Notice”)Indebtedness, the Agent Purchaser shall deliver the certificates evidencing the Garibaldi Shares to Garibaldi, the certificates evidencing the XxXxxxxx Shares to XxXxxxxx, and the certificates evidencing the Wiki Sub Shares to Wiki Parent. 3.4 If within twenty (20) days of the Agent’s receipt of a Default Notice the Agent has not received from or on behalf of Garibaldi and XxXxxxxx a notice (a “GD Objection Notice”) in which Garibaldi and XxXxxxxx dispute the statements of Source in the Source Notice, then the Agent shall deliver cause Bank to (i) deliver the Transfer Agent, Bank Release Notice to the certificates evidencing the Garibaldi Shares Selling Shareholders and the XxXxxxxx Shares, together with the Instruction Letter. Escrow Agent and to (ii) Sourcereturn to the respective guarantors, the Xxxxx Guaranty, the Papandon Guaranty and the Xxxxxxxxx Guaranty all marked "cancelled" and return to Xx. Xxxxxxxxx the Xxxxxxxxx Delaware Pledge, the Xxxxxxxxx First Chesapeake Pledge and the Assignment of Partnership Income and Security Agreement marked "cancelled" together with all share certificates pledged thereby (to the extent in Bank's possession). The documents evidencing the Wiki Sub Sharesrelease of the liens and security interests evidenced by the Personal Guaranty Documents (the "Release Documents") shall be in such forms as are reasonably satisfactory to the Selling Shareholders, which shall include, without limitation, the original or certified copy of either a release or a satisfaction of the mortgage relating to the Xxxxxxxxx Mortgage and either UCC-3 Termination Statements terminating all UCC financing statements relating to the Personal Guaranty Documents or written authorization from Bank to terminate all UCC financing statements relating to the Personal Guaranty Documents. s. 3.5 If The Company shall pay any and all recording costs and expenses relating to the Release Documents, including the recording costs for the satisfaction of mortgage for the Xxxxxxxxx Mortgage. Whether the Release Conditions have been satisfied shall in all events be determined as of October 15, 2003. To effect the release of the Escrow pursuant to this Section 2(a), the Purchaser shall deliver a written notice, in the form attached hereto as Exhibit A (the "Purchaser Release Notice"), to Escrow Agent receives and the Selling Shareholders certifying that the Release Conditions have been satisfied. The Purchaser Release Notice shall include copies of the Release Documents required by this Section 2(a). In the event that the Selling Shareholders dispute the Purchaser's right to receive the Escrow pursuant to this Section 2(a), they shall notify Escrow Agent and Purchaser of the nature of such dispute in writing (a "Selling Shareholders Dispute Notice") within ten (10) days after delivery of the Purchaser Release Notice. The Purchaser and the Selling Shareholders shall work in good faith to resolve any dispute raised in a Selling Shareholders Dispute Notice. Unless the Selling Shareholders timely deliver a Selling Shareholders Dispute Notice, Escrow Agent shall release the Escrow to the Purchaser promptly after the expiration of the ten (10) day period in which the Selling Shareholders may deliver a Selling Shareholders Dispute Notice. In the event that the Selling Shareholders timely deliver a Selling Shareholders Dispute Notice, Escrow Agent shall only release the Escrow upon receipt of (i) a GD Direction Notice joint written instructions by the Purchaser, the Company and a Source Objection Notice within the period set forth in Section 3.3, Selling Shareholders ("Joint Instructions") or (ii) a Source non-appealable order from a court of competent jurisdiction directing the disposition of the Escrow, or any portion thereof. Notwithstanding this Section 2(a), the provisions contained herein shall not be construed in any way to limit Bank's rights under the Personal Guaranty Documents to effect reinstatement of the Personal Guaranty Documents in accordance with their terms or as provided by law in the event that any payment with respect to the Indebtedness is subject to avoidance or is required to be returned by Bank under any bankruptcy or insolvency law as a result of the bankruptcy of any party to the Loan Documents, which right of reinstatement shall in all events be deemed to be preserved. (b) If the Purchaser fails to satisfy the Release Conditions, the Selling Shareholders may effect the release of the Escrow pursuant to this Section 2(b) by delivering a written notice in the form attached hereto as Exhibit B (the "Selling Shareholders Release Notice") to Escrow Agent and the Purchaser at any time after October 15, 2003. In the event that the Purchaser disputes the Selling Shareholders' right to have the Escrow released pursuant to this Section 2(b), it shall notify Escrow Agent and the Selling Shareholders of the nature of such dispute in writing (a "Purchaser Dispute Notice") within ten (10) days after delivery of a Selling Shareholders Release Notice. The Selling Shareholders and the Purchaser shall work in good faith to resolve any dispute raised in a Purchaser Dispute Notice. Unless the Purchaser timely delivers a Purchaser Dispute Notice, the New Shares (to the extent that they have been issued and any and all rights to receive any such shares that have not yet been issued pursuant to the terms of the Securities Purchase Agreement) shall be canceled as of the date immediately following the expiration of the ten (10) day period in which the Purchaser may deliver a Purchaser Dispute Notice and Escrow Agent shall promptly deliver the Lock-Up Agreements, the Klehr Escrowed Shares, the Stock Powers, the Proxies, the Option Abandonment Agreements and the Purchaser Resignations to the Selling Shareholders at such time. In the event of such cancellation of the New Shares and release of the Escrow to the Selling Shareholders pursuant to this Section 2(b), the Purchaser shall have no right to recover any of the consideration paid pursuant to the Securities Purchase Agreement or the Stock Purchase Agreement and shall otherwise have no further claim against the Company, the Selling Shareholders or the Option Holders with respect to the Escrow or the Bank Escrowed Shares. In the event that the Purchaser timely delivers a GD Objection Notice within Purchaser Dispute Notice, the period set forth in Escrow Agent shall only release the Escrow pursuant to this Section 3.4 (giving rise in the case 2(b) upon receipt of (i) Joint Instructions or (ii) to a controversy or dispute, hereinafter referred to as a “Dispute”), the Agent shall continue to hold the Escrow Shares until final resolution of the Dispute. A final resolution of the Dispute shall occur if (x) a written agreement is reached between Source, on the one hand, and Garibaldi and XxXxxxxx, on the other hand, with respect to Dispute directing the disposition and delivery of the Escrow Shares; or (y) a final, non non-appealable determination of order from a court of competent jurisdiction. Upon final resolution jurisdiction directing the disposition of the Dispute, and upon receipt by the Agent of evidence of such resolution, the Agent shall deliver the Escrow Shares in accordance with such resolutionor any portion thereof. 3.6 Upon receipt of a written notice from Source that its Board of Directors has authorized the delivery of the Wiki Sub Shares to Source, the Garibaldi Shares to Garibaldi and the XxXxxxxx Shares to XxXxxxxx, even though the Benchmarks have not been attained, the Agent shall deliver the certificates evidencing the Wiki Sub Shares to Source, the certificates evidencing the Garibaldi Shares to Garibaldi, and the certificates evidencing the XxXxxxxx Shares to XxXxxxxx.

Release of Escrow. The Agent shall retain (a) Upon receipt by the Escrow Shares and shall not distribute them until it Agent of a notice ("Notice of Return") signed by a Holder, reciting that a Holder is determined in accordance with Section 4.3 entitled to receive all or part of the Exchange Agreement and the provisions of this Section 3 whether or not Wiki Sub has achieved the Benchmarks during the Earn-Out Period. 3.1 Upon receipt of a written notice (“GD Direction Notice”) from Garibaldi and XxXxxxxx stating that Wiki Sub has achieved the Benchmarks, or that the Board of Directors of Source has entered into an agreement to sell or merge Wiki Sub with another entity or to dispose of the assets of Wiki Sub, or has taken any other action to compromise the ability of Wiki Sub to meet the Financial Goals, the Agent will promptly deliver a copy of the GD Direction Notice to Wiki Parent. 3.2 Upon receipt of a written notice from Source stating that the Benchmarks have not been achieved and that no further extensions of the Earn-Out Period are required or have been granted Registration Escrow designated on Schedule A hereto in accordance with the terms of section 4.3 of the Exchange Agreement (a “Source Notice”)Subscription Agreement, the Escrow Agent will shall promptly deliver a copy of such Notice of Return to the Source Notice Company. If the Escrow Agent does not receive from the Company within three (3) business days after notice is given to Garibaldi and XxXxxxxx. 3.3 If within twenty (20) days the Company by the Escrow Agent, a written notice of objection stating the reasons for the objection in accordance with the terms of the Agent’s receipt Subscription Agreement ("Notice of a GD Direction Notice Objection") signed by the Agent has not received from Company, or on behalf of Source a Source Notice or other notice in which Source disputes if the statements of Garibaldi and XxXxxxxx in the GD Direction Notice (a “Source Objection Notice”), the Escrow Agent shall deliver within such period receive a written consent signed by the certificates evidencing the Garibaldi Shares Company to Garibaldi, the certificates evidencing the XxXxxxxx Shares to XxXxxxxx, and the certificates evidencing the Wiki Sub Shares to Wiki Parent. 3.4 If within twenty (20) days of the Agent’s receipt of a Default Notice the Agent has not received from or on behalf of Garibaldi and XxXxxxxx a notice (a “GD Objection Notice”) in which Garibaldi and XxXxxxxx dispute the statements of Source in the Source Noticesuch return, then the Escrow Agent shall deliver to the Holder that amount of the Registration Escrow as is called for in the Notice of Delivery. If the Escrow Agent receives Notice of Objection from the Company within such three (i3) the Transfer Agentbusiness day period, the certificates evidencing the Garibaldi Shares and the XxXxxxxx Shares, together with the Instruction Letter. and to (ii) Source, the certificates evidencing the Wiki Sub Shares. s. 3.5 If the Agent receives (i) a GD Direction Notice and a Source Objection Notice within the period set forth in Section 3.3, or (ii) a Source Notice and a GD Objection Notice within the period set forth in Section 3.4 (giving rise in the case of (i) or (ii) to a controversy or dispute, hereinafter referred to as a “Dispute”), the Escrow Agent shall continue to hold the Registration Escrow Shares until final resolution otherwise authorized and directed to distribute the same pursuant to the provisions of the Dispute. A final resolution of the Dispute shall occur if Sections 3.3(a) or 3.3(b). (xb) a written agreement is reached between Source, on the one hand, and Garibaldi and XxXxxxxx, on the other hand, with respect to Dispute directing the disposition and delivery of the Escrow Shares; or (y) a final, non appealable determination of a court of competent jurisdiction. Upon final resolution of the Dispute, and upon receipt by the Escrow Agent of evidence a notice ("Notice of Delivery") signed by the Company stating that the Company is entitled to receipt of the Registration Escrow or any portion thereof, in accordance with the provisions of the Subscription Agreement, and stating the reasons therefor, the Escrow Agent shall promptly send a copy of such resolutionNotice of Payment to the Holder. If the Escrow Agent does not receive from the Holder within three (3) business days after notice is given to the Holder by the Escrow Agent, a written Notice of Objection stating the reasons for the objection in accordance with the terms of the Subscription Agreement signed by the Holder, or if the Escrow Agent shall within such period receive a written consent signed by the Holder, then the Escrow Agent shall deliver the Registration Escrow Shares or such portion thereof to the Company in accordance with the Notice of Delivery. If the Escrow Agent receives a Notice of Objection from the Holder within such resolution. 3.6 Upon receipt of a written notice from Source that its Board of Directors has authorized three (3) day period, then the delivery of the Wiki Sub Shares to Source, the Garibaldi Shares to Garibaldi and the XxXxxxxx Shares to XxXxxxxx, even though the Benchmarks have not been attained, the Escrow Agent shall deliver continue to hold the certificates evidencing Registration Escrow until otherwise authorized and directed to distribute the Wiki Sub Shares same pursuant to Source, the certificates evidencing the Garibaldi Shares to Garibaldi, and the certificates evidencing the XxXxxxxx Shares to XxXxxxxxprovision of Sections 3.3(a) or 3.3(b).

Release of Escrow. The Agent shall retain the Escrow Shares and shall not distribute them until it is determined in accordance with Section 4.3 of the Exchange Agreement and Subject to the provisions of Section 4.2, the Escrow Agent shall release the Escrowed Payment from escrow as follows: (a) Promptly following receipt by the Escrow Agent of (i) copies of the fully executed Documents and this Section 3 whether or not Wiki Sub has achieved Agreement, (ii) the Benchmarks during Escrowed Payment in immediately available funds, (iii) joint written instructions ("Joint Instructions") executed by the Earn-Out Period. 3.1 Upon receipt Company and the Purchaser setting forth the payment direction instructions with respect to the Escrowed Payment and (iv) Escrow Agent's verbal instructions from Xxxxx Grin and/or Xxxxxx Grin (each of whom is a written notice director of the Purchaser) indicating that all Closing Conditions (“GD Direction Notice”as hereafter defined) from Garibaldi relating to the transactions contemplated by the Documents have been satisfied and XxXxxxxx stating that Wiki Sub has achieved the Benchmarks, or directing that the Board of Directors of Source has entered into an agreement to sell or merge Wiki Sub with another entity or to dispose of Escrowed Payment be disbursed by the assets of Wiki Sub, or has taken any other action to compromise the ability of Wiki Sub to meet the Financial Goals, the Escrow Agent will promptly deliver a copy of the GD Direction Notice to Wiki Parent. 3.2 Upon receipt of a written notice from Source stating that the Benchmarks have not been achieved and that no further extensions of the Earn-Out Period are required or have been granted in accordance with the terms of section 4.3 of the Exchange Agreement (a “Source Notice”), the Agent will promptly deliver a copy of the Source Notice to Garibaldi and XxXxxxxx. 3.3 If within twenty (20) days of the Agent’s receipt of a GD Direction Notice the Agent has not received from or on behalf of Source a Source Notice or other notice in which Source disputes the statements of Garibaldi and XxXxxxxx in the GD Direction Notice (a “Source Objection Notice”), the Agent shall deliver the certificates evidencing the Garibaldi Shares to Garibaldi, the certificates evidencing the XxXxxxxx Shares to XxXxxxxx, and the certificates evidencing the Wiki Sub Shares to Wiki Parent. 3.4 If within twenty (20) days of the Agent’s receipt of a Default Notice the Agent has not received from or on behalf of Garibaldi and XxXxxxxx a notice (a “GD Objection Notice”) in which Garibaldi and XxXxxxxx dispute the statements of Source in the Source NoticeJoint Instructions, then the Agent Escrowed Payment shall deliver to (i) the Transfer Agent, the certificates evidencing the Garibaldi Shares be deemed released from escrow and the XxXxxxxx Shares, together with the Instruction Letter. and to (ii) Source, the certificates evidencing the Wiki Sub Shares. s. 3.5 If the Agent receives (i) a GD Direction Notice and a Source Objection Notice within the period set forth in Section 3.3, or (ii) a Source Notice and a GD Objection Notice within the period set forth in Section 3.4 (giving rise in the case of (i) or (ii) to a controversy or dispute, hereinafter referred to as a “Dispute”), the Agent shall continue to hold the Escrow Shares until final resolution of the Dispute. A final resolution of the Dispute shall occur if (x) a written agreement is reached between Source, on the one hand, and Garibaldi and XxXxxxxx, on the other hand, with respect to Dispute directing the disposition and delivery of the Escrow Shares; or (y) a final, non appealable determination of a court of competent jurisdiction. Upon final resolution of the Dispute, and upon receipt by the Agent of evidence of such resolution, the Agent shall deliver the Escrow Shares be promptly disbursed in accordance with such resolution. 3.6 Upon receipt of a written notice the Joint Instructions. The Joint Instructions shall include, without limitation, Escrow Agent's authorization to retain from Source that its Board of Directors has authorized the Escrowed Payment Escrow Agent's fee for acting as Escrow Agent hereunder and the Closing Payment for delivery of to Laurus Capital Management, LLC in accordance with the Wiki Sub Shares to SourceJoint Instructions. For purposes hereof, the Garibaldi Shares term "Closing Conditions" means Purchaser's determination that all due diligence, documentation (acquisition, collateral and otherwise), opinion letters, corporate authorization approvals, first priority lien perfection requirements, collateral coverage thresholds, division order related matters, title insurance and chain of title matters, insurance related matters, geologist testing matters, corporate organization matters and all other matters relating in any manner whatsoever to Garibaldi the transactions contemplated by the Documents have been completed and/or otherwise satisfied in a manner and where applicable pursuant to such documentation satisfactory to Purchaser and its counsel. In the event the Closing Conditions are not satisfied in a manner acceptable to Purchaser within a reasonable time period following the date hereof, Purchaser may direct Escrow Agent in writing to return the Escrowed Payment to the Purchaser and the XxXxxxxx Shares Company, as applicable. The Escrowed Payment so returned to XxXxxxxx, even though the Benchmarks have not been attained, Company shall be net of any and all unpaid costs and expenses of Purchaser incurred in connection with the Agent shall deliver transactions contemplated by the certificates evidencing the Wiki Sub Shares to Source, the certificates evidencing the Garibaldi Shares to Garibaldi, and the certificates evidencing the XxXxxxxx Shares to XxXxxxxxDocuments.

Release of Escrow. The Escrow Agent shall retain hold, release and deliver the Escrowed Shares as follows: (a) If at any time the Escrow Agent receives a written certification from the independent directors of National or from the Accounting Firm authorizing the release of some or all of the Escrowed Shares, then the Escrow Agent shall deliver the amount of Escrowed Shares set forth in such certification (the "Certification") to the Sellers with each Seller to receive his pro-rata portion of the Escrowed Shares so long as the Escrow Agent does not receive an objection from National within three business days of the Escrow Agent giving National written notice of its receipt of the Certification. (b) In the event that National raises an objection to the release of any of the Escrowed Shares, the Escrow Agent shall release such of the Escrowed Shares, if any, as are not in controversy and shall not distribute them continue to hold the remaining Escrowed Shares until it is determined receives the joint written instructions of National and Tele. (c) Any party delivering written instructions or objections pursuant to Sections 5(a) or (b) above to the Escrow Agent shall, simultaneously therewith, deliver a copy of such instructions to all other parties at their respective addresses set forth in Section 10 below, with such copies to such persons as are specified therein. For purposes of Sections 5(a) or (b), written instructions or objections shall not be deemed to have been received by the Escrow Agent until such time as a copy thereof has been received by each party hereto other than the party delivering such instructions. In addition, the Escrow Agent shall deliver a copy of each such instructions and objections to the other parties. (d) Upon receipt of a Certification that all of the Escrowed Shares may be released to the Sellers, and the absence of any objection thereto as provided in Section 5(a) above, the Escrow Agent shall promptly transmit the Escrowed Shares then in its possession to the Sellers and the escrow account shall be terminated with no further action required by any party hereto. (e) In the event that any Escrowed Shares are not released to the Sellers after the expiration of the Second Period in accordance with Section 4.3 of the Exchange Agreement and the provisions of this Section 3 whether or not Wiki Sub has achieved the Benchmarks during the Earn-Out Period. 3.1 Upon receipt of a written notice (“GD Direction Notice”) from Garibaldi 5, such Escrowed Shares shall be deemed to be forfeited and XxXxxxxx stating that Wiki Sub has achieved the Benchmarks, or that the Board of Directors of Source has entered into an agreement to sell or merge Wiki Sub with another entity or to dispose of the assets of Wiki Sub, or has taken any other action to compromise the ability of Wiki Sub to meet the Financial Goals, the Agent will promptly deliver a copy of the GD Direction Notice to Wiki Parent. 3.2 Upon receipt of a written notice from Source stating that the Benchmarks have not been achieved and that no further extensions of the Earn-Out Period are required or have been granted in accordance with the terms of section 4.3 of the Exchange Agreement (a “Source Notice”), the Agent will promptly deliver a copy of the Source Notice to Garibaldi and XxXxxxxx. 3.3 If within twenty (20) days of the Agent’s receipt of a GD Direction Notice the Agent has not received from or on behalf of Source a Source Notice or other notice in which Source disputes the statements of Garibaldi and XxXxxxxx in the GD Direction Notice (a “Source Objection Notice”), the Agent all forfeited Escrowed Shares shall deliver the certificates evidencing the Garibaldi Shares to Garibaldi, the certificates evidencing the XxXxxxxx Shares to XxXxxxxx, and the certificates evidencing the Wiki Sub Shares to Wiki Parent. 3.4 If within twenty (20) days of the Agent’s receipt of a Default Notice the Agent has not received from or on behalf of Garibaldi and XxXxxxxx a notice (a “GD Objection Notice”) in which Garibaldi and XxXxxxxx dispute the statements of Source in the Source Notice, then the Agent shall deliver to (i) the Transfer Agent, the certificates evidencing the Garibaldi Shares and the XxXxxxxx Shares, together with the Instruction Letter. and to (ii) Source, the certificates evidencing the Wiki Sub Shares. s. 3.5 If the Agent receives (i) a GD Direction Notice and a Source Objection Notice within the period set forth in Section 3.3, or (ii) a Source Notice and a GD Objection Notice within the period set forth in Section 3.4 (giving rise in the case of (i) or (ii) to a controversy or dispute, hereinafter referred to as a “Dispute”), the Agent shall continue to hold be delivered by the Escrow Shares until final resolution of the Dispute. A final resolution of the Dispute shall occur if (x) a written agreement is reached between Source, on the one hand, and Garibaldi and XxXxxxxx, on the other hand, with respect Agent to Dispute directing the disposition and delivery of the Escrow Shares; or (y) a final, non appealable determination of a court of competent jurisdiction. Upon final resolution of the Dispute, and upon receipt by the Agent of evidence of such resolution, the Agent shall deliver the Escrow Shares in accordance with such resolutionNational for cancellation. 3.6 Upon receipt of a written notice from Source that its Board of Directors has authorized the delivery of the Wiki Sub Shares to Source, the Garibaldi Shares to Garibaldi and the XxXxxxxx Shares to XxXxxxxx, even though the Benchmarks have not been attained, the Agent shall deliver the certificates evidencing the Wiki Sub Shares to Source, the certificates evidencing the Garibaldi Shares to Garibaldi, and the certificates evidencing the XxXxxxxx Shares to XxXxxxxx.

Release of Escrow. The Agent shall retain (i) Provided no dispute or disputes in excess of an aggregate of $3,000,000 (or $2,000,000, if that part of the Escrow Shares Fund subject to Section 4(b) below has been released to Seller), less the amount of any payments theretofore made in satisfaction of Seller's indemnification and shall not distribute them until it is determined in accordance with Section 4.3 guaranty obligations, exist as to any Claim or Claims by any Buyer Indemnitee against all or a portion of the Exchange Agreement and Escrow Fund on the provisions of this Section 3 whether or not Wiki Sub has achieved the Benchmarks during the Earn-Out Period. 3.1 Upon receipt of a written notice (“GD Direction Notice”) from Garibaldi and XxXxxxxx stating that Wiki Sub has achieved the Benchmarks, or that the Board of Directors of Source has entered into an agreement to sell or merge Wiki Sub with another entity or to dispose first anniversary of the assets Closing Date, then $1,000,000, less the amount of Wiki Subany payments in satisfaction of Seller's indemnification and guaranty obligations, or has taken any other action will be released to compromise Seller on the ability of Wiki Sub to meet the Financial Goals, the Agent will promptly deliver a copy first business day following such first anniversary of the GD Direction Notice Closing Date. To the extent such a dispute or disputes do exist as to Wiki Parent. 3.2 Upon receipt of a written notice from Source stating that Claim or Claims on the Benchmarks have not been achieved and that no further extensions first anniversary of the Earn-Out Period are required Closing Date, an amount equal to the amount of such Claim or have been granted Claims (or if the amount of said Claims cannot be quantified, then Buyer's reasonable, good faith estimate of the amount of the Claims) will be withheld from such partial release of the Escrow Fund and will continue to be held in accordance with the terms of section 4.3 provisions of the Exchange Escrow Agreement until such claim or claims have been fully resolved and the balance of the partial release will be paid to Seller. (a “Source Notice”ii) Provided no dispute or disputes in excess of an aggregate of $2,000,000 (or $1,000,000, if that part of the Escrow Fund subject to Section 4(b) below has been released to Seller), less the Agent will promptly deliver amount of any payments theretofore made in satisfaction of Seller's indemnification and guaranty obligations, exist as to any Claim or Claims by any Buyer Indemnitee against all or a copy portion of the Source Notice Escrow Fund on the second anniversary of the Closing Date, then an additional $1,000,000, less the amount of any payments theretofore made in satisfaction of Seller's indemnification and guaranty obligations, will be released to Garibaldi Seller on the first business day following such second anniversary of the Closing Date. To the extent such a dispute or disputes do exist as to a Claim or Claims on the second anniversary of the Closing Date, an amount equal to the amount of such Claim or Claims (or if the precise amount of said Claims cannot be quantified, then Buyer's reasonable, good faith estimate of the amount of the Claims) will be withheld from such partial release of the Escrow Fund and XxXxxxxxwill continue to be held in accordance with the provisions of the Escrow Agreement until such claim or claims have been fully resolved and the balance of the partial release will be paid to Seller. 3.3 If within twenty (20iii) days Provided no dispute or disputes exist as to any Claim or Claims by any Buyer Indemnitee against all or a portion of the Agent’s receipt of a GD Direction Notice Escrow Fund on the Agent has not received from or on behalf of Source a Source Notice or other notice in which Source disputes the statements of Garibaldi and XxXxxxxx in the GD Direction Notice (a “Source Objection Notice”), the Agent shall deliver the certificates evidencing the Garibaldi Shares to Garibaldi, the certificates evidencing the XxXxxxxx Shares to XxXxxxxx, and the certificates evidencing the Wiki Sub Shares to Wiki Parent. 3.4 If within twenty (20) days third anniversary of the Agent’s receipt of a Default Notice the Agent has not received from or on behalf of Garibaldi and XxXxxxxx a notice (a “GD Objection Notice”) in which Garibaldi and XxXxxxxx dispute the statements of Source in the Source NoticeClosing Date, then the Agent remainder of the Escrow Fund will be released to Seller on the first business day following such third anniversary of the Closing Date and the Escrow Agreement shall deliver thereupon terminate. To the extent a dispute or disputes do exist as to a Claim or Claims on the third anniversary of the Closing Date, an amount equal to the amount of such Claim or Claims (or if the amount of said Claims cannot be quantified, then Buyer's reasonable, good faith estimate of the amount of the Claims) will be withheld from such partial release of the Escrow Fund and will continue to be held in accordance with the provisions of the Escrow Agreement until such claim or claims have been fully resolved and the balance of the partial release will be paid to Seller. (b) Upon delivery to Buyer of Seller's certificate pursuant to the terms of Section 5.3.6 of the Purchase Agreement certifying that the Environmental Remediation has been completed, an amount equal to $1,000,000, less the sum of (i) the Transfer Agent, aggregate cost of such Environmental Remediation (including the certificates evidencing the Garibaldi Shares Estimated Additional Remediation Cost) and the XxXxxxxx Shares, together with the Instruction Letter. and to (ii) Source, the certificates evidencing the Wiki Sub Shares. s. 3.5 If the Agent receives (i) a GD Direction Notice and a Source Objection Notice within the period set forth in aggregate amount of other Losses of all other Buyer Indemnitees subject to indemnification pursuant to Section 3.3, or (ii) a Source Notice and a GD Objection Notice within the period set forth in Section 3.4 (giving rise in the case of (i) or (ii) to a controversy or dispute, hereinafter referred to as a “Dispute”), the Agent shall continue to hold the Escrow Shares until final resolution 4.1 of the Dispute. A final resolution Purchase Agreement in excess of the Dispute $3,000,000, shall occur if (x) a written agreement is reached between Source, on the one hand, and Garibaldi and XxXxxxxx, on the other hand, with respect forthwith be released to Dispute directing the disposition and delivery Seller out of the Escrow Shares; or (y) a final, non appealable determination of a court of competent jurisdictionFund. Upon final resolution In the event that such Environmental Remediation was not completed at the first anniversary of the DisputeClosing Date, Seller shall deliver to Buyer a certificate of completion thereof upon such completion containing a statement of the aggregate cost of the Environmental Remediation effected following such first anniversary, and upon receipt by the Agent Buyer shall immediately release to Seller out of evidence of such resolution, the Agent shall deliver the Escrow Shares in accordance with such resolution. 3.6 Upon receipt of a written notice from Source that its Board of Directors has authorized Fund the delivery amount, if any, which would have been released to Seller under Section 5.3.6 of the Wiki Sub Shares to SourcePurchase Agreement following such first anniversary had such actual cost, rather than the Garibaldi Shares to Garibaldi and the XxXxxxxx Shares to XxXxxxxxEstimated Additional Remediation Cost, even though the Benchmarks have not been attained, the Agent shall deliver the certificates evidencing the Wiki Sub Shares to Source, the certificates evidencing the Garibaldi Shares to Garibaldi, and the certificates evidencing the XxXxxxxx Shares to XxXxxxxxused in such calculation.

Release of Escrow. The Escrow Agent shall retain hold, release and deliver the Escrowed Shares as follows: (a) If at any time the Escrow Agent receives a written certification from the chief financial officer of National or from the Accounting Firm authorizing the release of some or all of the Escrowed Shares, then the Escrow Agent shall deliver the amount of Escrowed Shares set forth in such certification (the "Certification") to the Sellers with each Seller to receive the percentages of the Escrowed Shares as set forth in Schedule A annexed hereto so long as the Escrow Agent does not receive an objection from National within three business days of the Escrow Agent giving National written notice of its receipt of the Certification. (b) In the event that National raises an objection to the release of any of the Escrowed Shares, the Escrow Agent shall release such of the Escrowed Shares, if any, as are not in controversy and shall not distribute them continue to hold the remaining Escrowed Shares until it is determined receives the joint written instructions of National and Tele. (c) Any party delivering written instructions or objections pursuant to Sections 5(a) or (b) above to the Escrow Agent shall, simultaneously therewith, deliver a copy of such instructions to all other parties at their respective addresses set forth in Section 10 below, with such copies to such persons as are specified therein. For purposes of Sections 5(a) or (b), written instructions or objections shall not be deemed to have been received by the Escrow Agent until such time as a copy thereof has been received by each party hereto other than the party delivering such instructions. In addition, the Escrow Agent shall deliver a copy of each such instructions and objections to the other parties. (d) Upon receipt of a Certification that all of the Escrowed Shares may be released to the Sellers, and the absence of any objection thereto as provided in Section 5(a) above, the Escrow Agent shall promptly transmit the Escrowed Shares then in its possession to the Sellers and the escrow account shall be terminated with no further action required by any party hereto. (e) In the event that any Escrowed Shares are not released to the Sellers after the expiration of the Second Period in accordance with Section 4.3 of the Exchange Agreement and the provisions of this Section 3 whether or not Wiki Sub has achieved the Benchmarks during the Earn-Out Period. 3.1 Upon receipt of a written notice (“GD Direction Notice”) from Garibaldi 5, such Escrowed Shares shall be deemed to be forfeited and XxXxxxxx stating that Wiki Sub has achieved the Benchmarks, or that the Board of Directors of Source has entered into an agreement to sell or merge Wiki Sub with another entity or to dispose of the assets of Wiki Sub, or has taken any other action to compromise the ability of Wiki Sub to meet the Financial Goals, the Agent will promptly deliver a copy of the GD Direction Notice to Wiki Parent. 3.2 Upon receipt of a written notice from Source stating that the Benchmarks have not been achieved and that no further extensions of the Earn-Out Period are required or have been granted in accordance with the terms of section 4.3 of the Exchange Agreement (a “Source Notice”), the Agent will promptly deliver a copy of the Source Notice to Garibaldi and XxXxxxxx. 3.3 If within twenty (20) days of the Agent’s receipt of a GD Direction Notice the Agent has not received from or on behalf of Source a Source Notice or other notice in which Source disputes the statements of Garibaldi and XxXxxxxx in the GD Direction Notice (a “Source Objection Notice”), the Agent all forfeited Escrowed Shares shall deliver the certificates evidencing the Garibaldi Shares to Garibaldi, the certificates evidencing the XxXxxxxx Shares to XxXxxxxx, and the certificates evidencing the Wiki Sub Shares to Wiki Parent. 3.4 If within twenty (20) days of the Agent’s receipt of a Default Notice the Agent has not received from or on behalf of Garibaldi and XxXxxxxx a notice (a “GD Objection Notice”) in which Garibaldi and XxXxxxxx dispute the statements of Source in the Source Notice, then the Agent shall deliver to (i) the Transfer Agent, the certificates evidencing the Garibaldi Shares and the XxXxxxxx Shares, together with the Instruction Letter. and to (ii) Source, the certificates evidencing the Wiki Sub Shares. s. 3.5 If the Agent receives (i) a GD Direction Notice and a Source Objection Notice within the period set forth in Section 3.3, or (ii) a Source Notice and a GD Objection Notice within the period set forth in Section 3.4 (giving rise in the case of (i) or (ii) to a controversy or dispute, hereinafter referred to as a “Dispute”), the Agent shall continue to hold be delivered by the Escrow Shares until final resolution of the Dispute. A final resolution of the Dispute shall occur if (x) a written agreement is reached between Source, on the one hand, and Garibaldi and XxXxxxxx, on the other hand, with respect Agent to Dispute directing the disposition and delivery of the Escrow Shares; or (y) a final, non appealable determination of a court of competent jurisdiction. Upon final resolution of the Dispute, and upon receipt by the Agent of evidence of such resolution, the Agent shall deliver the Escrow Shares in accordance with such resolutionNational for cancellation. 3.6 Upon receipt of a written notice from Source that its Board of Directors has authorized the delivery of the Wiki Sub Shares to Source, the Garibaldi Shares to Garibaldi and the XxXxxxxx Shares to XxXxxxxx, even though the Benchmarks have not been attained, the Agent shall deliver the certificates evidencing the Wiki Sub Shares to Source, the certificates evidencing the Garibaldi Shares to Garibaldi, and the certificates evidencing the XxXxxxxx Shares to XxXxxxxx.

Release of Escrow. The Agent shall retain (i) Provided no dispute or disputes in excess of an aggregate of $3,000,000 (or $2,000,000, if that part of the Escrow Shares Fund subject to Section 4(b) below has been released to Seller), less the amount of any payments theretofore made in satisfaction of Seller's indemnification and shall not distribute them until it is determined in accordance with Section 4.3 guaranty obligations, exist as to any Claim or Claims by any Buyer Indemnitee against all or a portion of the Exchange Agreement and Escrow Fund on the provisions of this Section 3 whether or not Wiki Sub has achieved the Benchmarks during the Earn-Out Period. 3.1 Upon receipt of a written notice (“GD Direction Notice”) from Garibaldi and XxXxxxxx stating that Wiki Sub has achieved the Benchmarks, or that the Board of Directors of Source has entered into an agreement to sell or merge Wiki Sub with another entity or to dispose first anniversary of the assets Closing Date, then $1,000,000, less the amount of Wiki Subany payments in satisfaction of Seller's indemnification and guaranty obligations, or has taken any other action will be released to compromise Seller on the ability of Wiki Sub to meet the Financial Goals, the Agent will promptly deliver a copy first business day following such first anniversary of the GD Direction Notice Closing Date. To the extent such a dispute or disputes do exist as to Wiki Parent. 3.2 Upon receipt of a written notice from Source stating that Claim or Claims on the Benchmarks have not been achieved and that no further extensions first anniversary of the Earn-Out Period are required Closing Date, an amount equal to the amount of such Claim or have been granted Claims (or if the amount of said Claims cannot be quantified, then Buyer's reasonable, good faith estimate of the amount of the Claims) will be withheld from such partial release of the Escrow Fund and will continue to be held in accordance with the terms of section 4.3 provisions of the Exchange Escrow Agreement until such claim or claims have been fully resolved and the balance of the partial release will be paid to Seller. (a “Source Notice”ii) Provided no dispute or disputes in excess of an aggregate of $2,000,000 (or $1,000,000, if that part of the Escrow Fund subject to Section 4(b) below has been released to Seller), less the Agent will promptly deliver amount of any payments theretofore made in satisfaction of Seller's indemnification and guaranty obligations, exist as to any Claim or Claims by any Buyer Indemnitee against all or a copy portion of the Source Notice Escrow Fund on the second anniversary of the Closing Date, then an additional $1,000,000, less the amount of any payments theretofore made in satisfaction of Seller's indemnification and guaranty obligations, will be released to Garibaldi Seller on the first business day following such second anniversary of the Closing Date. To the extent such a dispute or disputes do exist as to a Claim or Claims on the second anniversary of the Closing Date, an amount equal to the amount of such Claim or Claims (or if the precise amount of said Claims cannot be quantified, then Buyer's reasonable, good faith estimate of the amount of the Claims) will be withheld from such partial release of the Escrow Fund and XxXxxxxxwill continue to be held in accordance with the provisions of the Escrow Agreement until such claim or claims have been fully resolved and the balance of the partial release will be paid to Seller. 3.3 If within twenty (20iii) days Provided no dispute or disputes exist as to any Claim or Claims by any Buyer Indemnitee against all or a portion of the Agent’s receipt of a GD Direction Notice Escrow Fund on the Agent has not received from or on behalf of Source a Source Notice or other notice in which Source disputes the statements of Garibaldi and XxXxxxxx in the GD Direction Notice (a “Source Objection Notice”), the Agent shall deliver the certificates evidencing the Garibaldi Shares to Garibaldi, the certificates evidencing the XxXxxxxx Shares to XxXxxxxx, and the certificates evidencing the Wiki Sub Shares to Wiki Parent. 3.4 If within twenty (20) days third anniversary of the Agent’s receipt of a Default Notice the Agent has not received from or on behalf of Garibaldi and XxXxxxxx a notice (a “GD Objection Notice”) in which Garibaldi and XxXxxxxx dispute the statements of Source in the Source NoticeClosing Date, then the remainder of the Escrow Fund will be released to Seller on the first business day following such third anniversary of the Closing Date and the Escrow Agreement shall thereupon terminate. To the extent a dispute or disputes do exist as to a Claim or Claims on the third anniversary of the Closing Date, an amount equal to the amount of such Claim or Claims (or if the amount of said Claims cannot be quantified, then Buyer's reasonable, good faith estimate of the amount of the Claims) will be withheld from such partial release of the Escrow Fund and will continue to be held in accordance with the provisions of the Escrow Agreement until such claim or claims have been fully resolved and the balance of the partial release will be paid to Seller. (b) Upon delivery to Escrow Agent shall deliver and to Buyer of Seller's certificate pursuant to the terms of Section 5.3.6 of the Purchase Agreement certifying that the Environmental Remediation has been completed, an amount equal to $1,000,000, less the sum of (i) the Transfer Agent, aggregate cost of such Environmental Remediation (including the certificates evidencing the Garibaldi Shares Estimated Additional Remediation Cost) and the XxXxxxxx Shares, together with the Instruction Letter. and to (ii) Source, the certificates evidencing the Wiki Sub Shares. s. 3.5 If the Agent receives (i) a GD Direction Notice and a Source Objection Notice within the period set forth in aggregate amount of other Losses of all other Buyer Indemnitees subject to indemnification pursuant to Section 3.3, or (ii) a Source Notice and a GD Objection Notice within the period set forth in Section 3.4 (giving rise in the case of (i) or (ii) to a controversy or dispute, hereinafter referred to as a “Dispute”), the Agent shall continue to hold the Escrow Shares until final resolution 4.1 of the Dispute. A final resolution Purchase Agreement in excess of the Dispute $3,000,000, shall occur if (x) a written agreement is reached between Source, on the one hand, and Garibaldi and XxXxxxxx, on the other hand, with respect forthwith be released to Dispute directing the disposition and delivery Seller out of the Escrow Shares; or (y) a final, non appealable determination of a court of competent jurisdictionFund. Upon final resolution In the event that such Environmental Remediation was not completed at the first anniversary of the DisputeClosing Date, Seller shall deliver to Buyer a certificate of completion thereof upon such completion containing a statement of the aggregate cost of the Environmental Remediation effected following such first anniversary, and upon receipt by the Agent Buyer shall immediately release to Seller out of evidence of such resolution, the Agent shall deliver the Escrow Shares in accordance with such resolution. 3.6 Upon receipt of a written notice from Source that its Board of Directors has authorized Fund the delivery amount, if any, which would have been released to Seller under Section 5.3.6 of the Wiki Sub Shares to SourcePurchase Agreement following such first anniversary had such actual cost, rather than the Garibaldi Shares to Garibaldi and the XxXxxxxx Shares to XxXxxxxxEstimated Additional Remediation Cost, even though the Benchmarks have not been attained, the Agent shall deliver the certificates evidencing the Wiki Sub Shares to Source, the certificates evidencing the Garibaldi Shares to Garibaldi, and the certificates evidencing the XxXxxxxx Shares to XxXxxxxxused in such calculation.