Common use of Release of Escrowed Funds Clause in Contracts

Release of Escrowed Funds. As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

Release of Escrowed Funds. As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any additional amounts required to be paid directly by the Corporation or released from escrow to the Members pursuant to Section 3.5(c)) shall be distributed to the relevant Members. The portion of any interest earned on such funds, and less the escrowed funds equivalent to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering administrating the escrow, escrow and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred additional amounts required to be paid directly by the Corporation or released from escrow to the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect Members pursuant to any income earned on the investment of such fundsSection 3.5(c)) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such fundsadditional amounts required to be paid directly by the Corporation or released from escrow to the Members pursuant to Section 3.5(c)) shall be distributed among the Parties as follows: (i) first, to the Corporation or the LLC in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this AgreementAgreement and as required pursuant to Section 3.5(c).

Release of Escrowed Funds. As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any net interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC Xxxx Holdings in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such fundsDetermination; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation Corporation, Xxxx Holdings, or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

Release of Escrowed Funds. As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same tax Tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any net interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicableRIHI. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant MembersRIHI. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation Holdings or the LLC RMCO in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such fundsDetermination; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation Holdings, RMCO, or the relevant MembersRIHI, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

Release of Escrowed Funds. As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same tax Tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any net interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicableWP. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant MembersWP. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation Holdings or the LLC RMCO in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such fundsDetermination; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation Holdings, RMCO, or the relevant MembersWP, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

Release of Escrowed Funds. As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation a) Subject to the same tax position that was the subject other terms and conditions of the Reserve Noticethis Agreement, the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and within two (2) any taxes imposed business days following receipt by the Escrow Agent of the joint written request of Crescent's President and Crescent's Chief Financial Officer, the Escrow Agent shall deliver to Crescent the entire amount of payments for the Purchase Price of Shares as shall have been deposited to and remain on deposit in the Corporation Escrow Account (or such lesser amount thereof as shall have been specified in the LLC with respect written request). However, notwithstanding anything contained herein to any income earned on the investment of such funds) contrary, no funds shall be distributed released to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds) shall be distributed as followsCrescent unless: (i) first, to the Corporation written request for release of such funds contains or the LLC in an amount equal to (1) the out-of-pocket expenses incurred is accompanied by the Corporation or written certification of Crescent's President and Crescent's Chief Financial Officer that the LLC in administering Rights Offering and the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such fundsPublic Offering have each concluded; and (ii) secondthe written request for release of such funds contains or is accompanied by the written certification of Crescent's President and Crescent's Chief Financial Officer that the aggregate number of Shares which have been sold in the Public Offering and for which Subscription Offers have been received and accepted is at least ________. (b) If: (i) upon the conclusion of both the Rights Offering and the Public Offering, the aggregate number of Shares which have been sold in the Public Offering and for which Subscription offers have been received and accepted does not exceed _______; or (ii) the Rights Offering has otherwise been terminated or withdrawn with no Shares to be sold; or (iii) the Escrow Agent receives written notices from Crescent from time to time that certain specified Subscription Offers will be rejected or accepted for a lesser number of Shares than the number for which the Subscription Offer and full payment has been received, then the Escrow Agent shall promptly thereafter return the escrowed funds (or the appropriate portion thereof in the case of reduced Subscription Offers) without any deduction for expenses, charges or fees, to the relevant Parties (whichSubscribers entitled thereto. Such payments to Subscribers shall be made by Escrow Agent's check mailed to the Subscribers at their addresses listed in the Subscription Offers. In addition, should the escrowed funds be returned to the Subscribers for any reason, the Escrow Agent shall be entitled to a fee equal to the greater of $200 or $5.00 per Subscriber to compensate it for the avoidance refund to each Subscriber of doubt and depending on such Subscriber's escrowed funds plus pro rata interest thereon. Crescent agrees to give the nature Escrow Agent notice of any extension of the adjustmentsExpiration Date prior to such date. (c) In the event that the Public Offering Price is less than $9.25, may include the Corporation Escrow Agent shall refund to each Subscriber an amount equal to the difference between $9.25 and the Public Offering Price multiplied by the number of shares for which such Subscriber has successfully subscribed. Such payments to Subscribers shall be made by Escrow Agent's check mailed to the Subscribers at their addresses listed in the Subscription Offers. In such event, the Escrow Agent shall be entitled to an additional fee equal to the greater of $200 or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant $5.00 per Subscriber to Section 2.4 of this Agreementcompensate it for such refund.

Release of Escrowed Funds. As (a) Release of Escrowed Funds to the Company. (i) Immediately upon the receipt of the date on which a reserve is released or contingent liability is eliminated (in certificate of the case of a Reserve Notice)Company as described below, the Escrow Agent shall release and provided that no Change Notice has previously been issued and is still outstanding in relation deliver to the same tax position that was the subject Company such portion of the Reserve NoticeEscrowed Funds as represents payment of the purchase price of shares in respect of which the Company has accepted subscriptions. Except as provided in Section 5(b) hereof, the relevant escrowed funds (along with Escrow Agent shall not release any interest earned on such funds, and less portion of the Escrowed Funds to the Company until it has received: (1) a certification of any two of Xxxxxxx X. Xxxx, Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxx, Chairman, President and Chief Financial Officer, respectively, of the out-of-pocket expenses incurred by the Corporation Company, or the LLC then serving Chairman, President and Chief Financial Officer, to the effect that (i) the Company has received acceptable subscriptions (including payment in administering full of the escrow, and (2purchase price) any taxes imposed on the Corporation or the LLC with respect to any income earned on at least the investment number of such funds) shall be distributed to the relevant Members. The portion shares of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC Common Stock with respect to any income earned on the investment of such funds) shall which funds are sought to be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such fundsreleased; and (ii) second, the Company has accepted subscriptions with respect to such number of shares of Common Stock. Such certification shall indicate the exact number of shares of Common Stock with respect to which subscriptions have been accepted. Notwithstanding anything to the relevant Parties (whichcontrary contained herein, for the avoidance of doubt and depending on the nature delivery of the adjustmentsforegoing certification shall be in the sole discretion of Messrs. Xxxx, may include Xxxx and/or Tinley and nothing contained herein shall constitute any obligation, express or implied, of Messrs. Xxxx, Xxxx and/or Tinley to deliver such certification, or to deliver it at any specified time; and (2) the Corporation certification of an appropriate officer of FBR to the effect that the Company has received subscriptions (including payment in full of the purchase price) with respect to not less than the number of shares of Common Stock for which the release of funds is sought. (ii) In the event that the Offering shall continue with respect to additional shares following the release of funds described in (a)(i) above, then the Escrow Agent shall, immediately upon the receipt from time to time of one or more certificates of: (1) any two of Messrs. Xxxx, Xxxx and/or Tinley, or the relevant Membersthen serving Chairman, or some combination thereofPresident and Chief Financial Officer of the Company, stating that the Company has received acceptable subscriptions (including payment in full of the purchase price) with respect to a specified number of additional shares, and has accepted subscriptions with respect to such number of additional shares; and (2) the appropriate officers of FBR to the effect that the Company has received subscriptions (including payment in accordance full of the purchase price) with respect to at least that number of additional shares, release and deliver to the relevant Amended Schedule prepared pursuant to Section 2.4 Company such portion of this Agreementthe Escrowed Funds as represents payment of the purchase price of such number of additional shares in respect of which the Company has accepted subscriptions.

Release of Escrowed Funds. As (a) Release of Escrowed Funds to the Company. (i) Immediately upon the receipt of the date on which a reserve is released or contingent liability is eliminated (in certificate of the case of a Reserve Notice)Company as described below, the Escrow Agent shall release and provided that no Change Notice has previously been issued and is still outstanding in relation deliver to the same tax position that was the subject Company such portion of the Reserve NoticeEscrowed Funds as represents payment of the purchase price of shares in respect of which the Company has accepted subscriptions. Except as provided in Section 5(b) hereof, the relevant escrowed funds (along with Escrow Agent shall not release any interest earned on such funds, and less portion of the Escrowed Funds to the Company until it has received: (1) a certification of Xxxxxxx X. Xxxx and Xxxxxx X. Xxxx, Chairman and President, respectively, of the out-of-pocket expenses incurred by the Corporation Company, or the LLC then serving Chairman and President, to the effect that (i) the Company has received acceptable subscriptions (including payment in administering full of the escrowpurchase price) with respect to not less than 800,000 shares, and has accepted subscriptions with respect to not less than 800,000 shares; (ii) the Company has received the approval of the Board of Governors of the Federal Reserve (the "Federal Reserve") to become a bank holding company; and (iii) the Bank has received the approval of the Maryland Department of Financial Regulation to commence business, the approval of the Federal Deposit Insurance Corporation of the insurance of the Bank's deposits, and the approval from the Federal Reserve of the Bank's application for membership in the Federal Reserve System. Such certification shall indicate the exact number of shares with respect to which subscriptions have been accepted. Notwithstanding anything to the contrary contained herein, the delivery of the foregoing certification shall be in the sole discretion of Messrs. Xxxx and Xxxx and nothing contained herein shall constitute any obligation, express or implied, of Messrs. Xxxx and Xxxx to deliver such certification, or to deliver it at any specified time; and (2) any taxes imposed on the Corporation or certification of an appropriate officer of Xxxxxx to the LLC effect that the Company has received subscriptions (including payment in full of the purchase price) with respect to any income earned on not less than the investment number of such fundsshares for which the release of funds is sought. (ii) In the event that the Offering shall be distributed continue with respect to additional shares following the relevant Members. The portion release of the relevant escrowed funds held back pursuant to clauses described in (1a)(i) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Noticeabove, then the relevant escrowed funds (along with any interest earned on such fundsEscrow Agent shall, and less (1) immediately upon the out-receipt from time to time of one or more certificates of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.:

Release of Escrowed Funds. As (a) Subject to the other terms and conditions of this Agreement, within two (2) business days following receipt by the Escrow Agent of the date written request of the Company's President, the Escrow Agent shall deliver to the Company (i) the entire amount of such Expense Deposits as shall have been deposited to and remain on which a reserve is released or contingent liability is eliminated (deposit in the case of a Reserve NoticeEscrow Account (or such lesser amount thereof as shall have been specified in the written request), or (ii) the entire amount of payments for the balance of the Purchase Price of Shares as shall have been deposited to and provided that no Change Notice has previously remain on deposit in the Escrow Account (or such lesser amount thereof as shall have been issued and is still outstanding specified in relation the written request). However, notwithstanding anything contained herein to the same tax position that was contrary, no funds shall be released to the subject Company unless (i) there has been delivered to the Escrow Agent a copy of correspondence received from the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation to the effect that the Bank's charter has been preliminarily approved and deposit insurance application has been approved and from the Federal Reserve Notice, and Virginia Bureau of Financial Institutions approving the relevant escrowed funds Company's ownership of Bank; (along with any interest earned on such funds, and less (1ii) the out-of-pocket expenses incurred written request for such release of funds contains or is accompanied by the Corporation or written certification of the LLC Company's President that Subscription Offers have been received and accepted for at least 547,600 Shares, (iii) the Escrow Agent shall have independently determined that collected funds have been deposited in administering the escrowEscrow Account (including Expense Deposits and payments of the balance of the Purchase Price of Shares, but excluding any such funds that have been refunded to subscribers) in an aggregate amount of at least $5,749,800, and (2iv) any taxes the Escrow Agent's fees and charges imposed on hereunder to the Corporation or the LLC with respect to any income earned on the investment date of such fundsproposed release of funds have been paid or otherwise provided for the Escrow Agent's satisfaction. (b) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds) shall be distributed as followsIf: (i) firston the Expiration Date of the Offering (as such date may be extended as provided in the Offering Circular), there have not been delivered to the Escrow Agent copies of Subscription Offers for at least 571,424 Shares and deposits to the Escrow Account of collected funds representing the aggregate Purchase Price therefor (an aggregate of $5,999,952) or (ii) the Escrow Agent receives written notice from the Company's President that the Offering has otherwise been terminated or withdrawn with no Shares to be sold, or, (iii) the Escrow Agent receives written notices from the Company's President from time to time that certain specified Subscription Offers will be rejected or accepted for a lesser number of Shares than the number for which the Purchase Price has been received, then the Escrow Agent shall promptly thereafter return the escrowed funds (or the appropriate portion thereof related to such specified Subscription Offers) without any deduction for expenses, charges or fees, to the Corporation or the LLC in an amount equal Subscribers entitled thereto. Such payments to (1) the out-of-pocket expenses incurred Subscribers shall be made by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds; and (ii) second, Escrow Agent's check mailed to the relevant Parties (which, for Subscribers at their addresses listed in the avoidance Subscription Offers. The Company's President agrees to give the Escrow Agent notice of doubt and depending on the nature any extension of the adjustments, may include the Corporation or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant Expiration Date prior to Section 2.4 of this Agreementsuch date.

Release of Escrowed Funds. As (a) Subject to the other terms and conditions of this Agreement, within two (2) business days following receipt by the Escrow Agent of the date written request of the Company's President, the Escrow Agent shall deliver to the Company (i) the entire amount of such Expense Deposits as shall have been deposited to and remain on which a reserve is released or contingent liability is eliminated (deposit in the case of a Reserve NoticeEscrow Account (or such lesser amount thereof as shall have been specified in the written request), or (ii) the entire amount of payments for the balance of the Purchase Price of Shares and provided that no Change Notice has previously Units as shall have been issued deposited to and is still outstanding remain on deposit in relation the Escrow Account (or such lesser amount thereof as shall have been specified in the written request). However, notwithstanding anything contained herein to the same tax position that was contrary, no funds shall be released to the subject Company unless (i) there has been delivered to the Escrow Agent a copy of correspondence received from the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation to the effect that the Bank's charter has been preliminarily approved and deposit insurance application has been approved and from the Federal Reserve Notice, and Virginia Bureau of Financial Institutions approving the relevant escrowed funds Company's ownership of Bank; (along with any interest earned on such funds, and less (1ii) the out-of-pocket expenses incurred written request for such release of funds contains or is accompanied by the Corporation or written certification of the LLC Company's President that Subscription Offers have been received and accepted for at least 537,500 Shares and 87,500 Units, (iii) the Escrow Agent shall have independently determined that collected funds have been deposited in administering the escrowEscrow Account (including Expense Deposits and payments of the balance of the Purchase Price of Shares, but excluding any such funds that have been refunded to subscribers) in an aggregate amount of at least $6,250,000, and (2iv) any taxes the Escrow Agent's fees and charges imposed on hereunder to the Corporation or the LLC with respect to any income earned on the investment date of such fundsproposed release of funds have been paid or otherwise provided for the Escrow Agent's satisfaction. (b) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds) shall be distributed as followsIf: (i) firston the Expiration Date of the Offering (as such date may be extended as provided in the Offering Circular), there have not been delivered to the Escrow Agent copies of Subscription Offers for at least 537,500 Shares and 87,500 Units and deposits to the Escrow Account of collected funds representing the aggregate Purchase Price therefor (an aggregate of $6,250,000) or (ii) the Escrow Agent receives written notice from the Company's President that the Offering has otherwise been terminated or withdrawn with no Shares and Units to be sold, or, (iii) the Escrow Agent receives written notices from the Company's President from time to time that certain specified Subscription Offers will be rejected or accepted for a lesser number of Shares than the number for which the Purchase Price has been received, then the Escrow Agent shall promptly thereafter return the escrowed funds (or the appropriate portion thereof related to such specified Subscription Offers) without any deduction for expenses, charges or fees, to the Corporation or the LLC in an amount equal Subscribers entitled thereto. Such payments to (1) the out-of-pocket expenses incurred Subscribers shall be made by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds; and (ii) second, Escrow Agent's check mailed to the relevant Parties (which, for Subscribers at their addresses listed in the avoidance Subscription Offers. The Company's President agrees to give the Escrow Agent notice of doubt and depending on the nature any extension of the adjustments, may include the Corporation or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant Expiration Date prior to Section 2.4 of this Agreementsuch date.

Release of Escrowed Funds. As The Escrow Agent shall disburse the Escrowed Funds as follows: (a) If the Closing under the Stock Purchase Agreement occurs, then at the Closing upon receipt of joint written instructions from Sellers' Representatives and Purchaser, the date on which a reserve is released or contingent liability is eliminated Escrow Agent shall pay the Escrowed Funds in accordance with such instructions. (in b) If Escrow Agent receives written notice that the case of a Reserve Notice)Stock Purchase Agreement has been terminated by Sellers under Section 12.02(d) thereof, and provided at the time of such termination neither the Company nor any Seller, is then in breach of any of its representations, warranties, covenants or agreements set forth in the Stock Purchase Agreement to such an extent that no Change Notice has previously been issued the Company's or Sellers' breaches, in the aggregate, have caused or would reasonably be expected to result in a Material Adverse Effect (as defined in the Stock Purchase Agreement) and is still outstanding the conditions set forth in relation to the same tax position that was the subject Sections 7.04 and 7.06 of the Reserve NoticeStock Purchase Agreement shall have been satisfied, then upon such claim for payment made by the Sellers' Representatives and subject to Section 4(d) hereof, the relevant escrowed funds (along Escrow Agent shall pay out of the Escrowed Funds the Deposit as the Liquidated Damages Amount in accordance with any interest earned on such funds, the instructions of Sellers' Representatives. All claims and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such fundspayments under this Section 4(b) shall be distributed made in accordance with the procedures set forth in Section 4(d) below. (c) If the Stock Purchase Agreement is terminated pursuant to its terms for any reason other than as described in Section 4(b) above, then upon a claim for payment made by the Purchaser, the Escrow Agent shall pay the Escrowed Funds to the relevant MembersPurchaser and Purchaser shall retain any rights it may have against Sellers and the Company for any breaches of their respective obligations under the Stock Purchase Agreement. The portion of the relevant escrowed funds held back pursuant to clauses (1) All claims and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such fundsSection 4(c) shall be distributed made in accordance with the procedures set forth in Section 4(d) below. (d) In the event of a claim for payment under this Agreement by either the Sellers' Representatives or the Purchaser pursuant to Section 4(b) or (c) above, the party claiming such payment (the "Claiming Party") shall give written notice to the relevant Members. If a Determination is received other party (in the case of a Change Notice), "Other Party") and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position Escrow Agent stating that was the subject Claiming Party is entitled to payment of the Change Notice, then the relevant escrowed funds Escrowed Funds (along with or any interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation or the relevant Members, or some combination portion thereof) in accordance with the relevant Amended Schedule prepared provisions hereof and of the Stock Purchase Agreement. If, within 10 days after receipt of such notice the Escrow Agent has not received written notice from the Other Party disputing the Claiming Party's right to payment of the Escrowed Funds (or any portion thereof), then the Escrow Agent shall promptly pay the Escrowed Funds or the claimed portion thereof to the Claiming Party or its designees. If, within such 10-day period, the Escrow Agent receives written notice from the Other Party disputing the Claiming Party's right to payment of the Escrowed Funds (or any portion thereof), then the Escrow Agent shall retain the Escrowed Funds until (i) the Escrow Agent has received a written evidence satisfactory to the Escrow Agent that the rights of Purchaser and Sellers have been determined by a final judgment of a court of competent jurisdiction, not subject to further appeal, at which time the Escrow Agent shall disburse the Escrowed Funds in accordance with such judgment, or (ii) the Escrow Agent has received written instructions signed by the Sellers' Representatives and Purchaser as to disposition of the Escrowed Funds (or any portion thereof), at which time the Escrow Agent shall promptly disburse the Escrowed Funds (or any portion thereof) in accordance with such written instructions. Each of the Purchaser and Sellers' Representatives (for the account of Sellers) shall bear their own fees and expenses in connection with any proceedings hereunder. (e) The Escrow Agent shall, in addition, disburse the Escrowed Funds in accordance with any joint written instructions of the Purchaser and the Sellers' Representatives received by the Escrow Agent. (f) The party receiving the Escrowed Funds pursuant to Section 2.4 the terms hereof shall be responsible for any and all tax obligations imposed now or hereafter by any applicable law with respect to the investment and disbursement of the Escrowed Funds, and shall indemnify and hold the Escrow Agent harmless from and against any taxes, additions to tax for late payment, interest, penalties and other expenses, including, without limitation, any liability for failure to obtain proper certifications or properly to report to governmental authorities, that may be assessed against the Escrow Agent on any such investment, disbursement or other activities which arises under this Agreement.

Release of Escrowed Funds. As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any net interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC Xxxx Holdings in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such fundsDetermination; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation Corporation, Xxxx Holdings, or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement. ARTICLE IV.

Release of Escrowed Funds. As (a) Release of Escrowed Funds to the Company. (i) Immediately upon the receipt of the date on which a reserve is released or contingent liability is eliminated (in certificate of the case of a Reserve Notice)Company as described below, the Escrow Agent shall release and provided that no Change Notice has previously been issued and is still outstanding in relation deliver to the same tax position that was the subject Company such portion of the Reserve NoticeEscrowed Funds as represents payment of the purchase price of shares in respect of which the Company has accepted subscriptions. Except as provided in Section 5(b) hereof, the relevant escrowed funds (along with Escrow Agent shall not release any interest earned on such funds, and less portion of the Escrowed Funds to the Company until it has received: (1) a certification of any two of Xxxxx X. Xxxxx, Xxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx, the out-of-pocket expenses incurred by Chairman, President and Chief Operating Officer, respectively, of the Corporation Company, or the LLC then serving Chairman, President and Chief Operating Officer, to the effect that (i) the Company has received acceptable Subscriptions (including payment in administering full of the escrow, and (2purchase price) any taxes imposed on the Corporation or the LLC with respect to any income earned on at least the investment number of such funds) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC Shares with respect to any income earned on the investment of such funds) shall which funds are sought to be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such fundsreleased; and (ii) second, the Company has accepted subscriptions with respect to such number of Shares; Such certification shall also indicate the exact number of shares with respect to which subscriptions have been accepted. Notwithstanding anything to the relevant Parties (whichcontrary contained herein, for the avoidance of doubt and depending on the nature delivery of the adjustmentsforegoing certification shall be in the sole discretion of Messrs. Xxxxx, may include Xxxxxxx and/or Xxxxxxx, and nothing contained herein shall constitute any obligation, express or implied, of Messrs. Xxxxx, Xxxxxxx and/or Xxxxxxx to deliver such certification, or to deliver it at any specified time. (ii) In the Corporation event that the Offering shall continue with respect to additional shares following the release of funds described in (a)(i) above, then the Escrow Agent shall, immediately upon the receipt from time to time of one or more certificates of: (1) any two of Messrs. Xxxxx, Xxxxxxx and/or Xxxxxxx, or the relevant Membersthen serving Chairman, or some combination thereofPresident and Chief Operating Officer of the Company, stating that the Company has received acceptable subscriptions (including payment in full of the purchase price) with respect to a specified number of additional shares, and has accepted subscriptions with respect to such number of additional shares, release and deliver to the Company such portion of the Escrowed Funds as represents payment of the purchase price of such number of additional shares in accordance with respect of which the relevant Amended Schedule prepared pursuant to Section 2.4 of this AgreementCompany has accepted subscriptions.