Common use of Escrow Amounts Clause in Contracts

Escrow Amounts. (a) At the Closing, Buyer and the Members shall enter into the Escrow Agreement, pursuant to which Buyer will deposit with the Escrow Agent (i) the Indemnity Escrow Amount into the Indemnity Escrow Account, and (ii) the Adjustment Escrow Amount into the Adjustment Escrow Account. (b) Except as otherwise provided in this Agreement, (i) the Indemnity Escrow Amount shall be retained by the Escrow Agent until the date that is eighteen (18) months following the Closing Date (the “Indemnity Escrow Release Date”) for the purpose of securing the Members’ indemnification obligations set forth in Section 10.2(a) and payment obligations set forth in Section 2.7(f), and (ii) the Adjustment Escrow Amount shall be retained by the Escrow Agent until such time as required to be distributed pursuant to Section 2.7, for the purpose of securing payment of any Aggregate True-Up Payment to Buyer. (c) In accordance with, and subject to, the provisions of this Agreement and the Escrow Agreement, promptly (and in any event within three (3) Business Days) after the Indemnity Escrow Release Date, ▇▇▇▇▇▇▇▇ and Buyer shall deliver joint instructions to the Escrow Agent to release from the Indemnity Escrow Account an amount (the “Indemnity Escrow Release Amount”) equal to (i) the then-remaining funds in the Indemnity Escrow Account, minus (ii) the aggregate amount of all indemnity claims made by the Buyer Indemnified Parties in accordance with the terms hereof prior to the Indemnity Escrow Release Date (collectively, the “Pending Claims”) that remain unresolved as of 5:00 p.m. Eastern Time on the Indemnity Escrow Release Date. ▇▇▇▇▇▇▇▇ and Buyer shall instruct the Escrow Agent to release and pay the Indemnity Escrow Release Amount to the Members in accordance with their respective Pro Rata Portions. (d) Following the Indemnity Escrow Release Date, promptly (and in any event within three (3) Business Days) after the final resolution of, and, if applicable payment to Buyer in connection with, each Pending Claim, ▇▇▇▇▇▇▇▇ and Buyer shall jointly instruct the Escrow Agent to release and pay an aggregate amount equal to (i) the funds remaining in the Indemnity Escrow Account, minus (ii) the total amount of Pending Claims that remain unresolved as of 5:00 p.m. Eastern Time on the date of the resolution of such Pending Claim to the Members in accordance with their respective Pro Rata Portions. (e) The Parties agree to treat the Members as the owners of the Indemnity Escrow Amount and the Adjustment Escrow Amount, and shall take no contrary position unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code, and the fees and expenses of the Escrow Agent shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by the Members (which portion shall be a Transaction Expense for all purposes hereunder).

Escrow Amounts. (a) At the Closing, Buyer shall deposit (i) Fifty Five Million Dollars ($55,000,000.00) (the “General Escrow Amount”) into an escrow account (the “General Escrow Account”) and (ii) Five Million Dollars ($5,000,000) (the Members “Merger Consideration Escrow Amount”) into an escrow account (the “Merger Consideration Escrow Account”), in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. shall enter into be deemed to be mutually agreeable) (the “Escrow Agent”) to be held by the Escrow AgreementAgent, pursuant to which Buyer will deposit the terms of an escrow agreement in a form to be mutually agreed upon by the parties , with such customary changes thereto as requested by the Escrow Agent (i) the Indemnity “Escrow Amount into Agreement”). The balance of the Indemnity Escrow Account, and (ii) the Adjustment Escrow Amount into the Adjustment Escrow Account. (b) Except as otherwise provided in this Agreement, (i) the Indemnity General Escrow Amount shall be retained held by the Escrow Agent until to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), and eighteen (18) months following after the Closing Date (the “Indemnity Escrow Release Date”) for the purpose of securing the Members’ indemnification obligations set forth in Section 10.2(a) and payment obligations set forth in Section 2.7(f), and (ii) the Adjustment Escrow Amount shall be retained by the Escrow Agent until such time as required shall automatically distribute to be distributed pursuant the Stockholders’ Representative (for further pro rata distribution to Section 2.7, for the purpose of securing payment of any Aggregate True-Up Payment to Buyer. (cFully Diluted Common Holders) In in accordance with, with and subject to, to the provisions terms of this Agreement and the Escrow Agreement, promptly an amount equal to twenty five (and 25) percent of the then remaining General Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by the amount of claims for indemnification as provided in any event within three (3) Business Days) after Section 10.11(b). On the Indemnity Escrow Release General Survival Date, ▇▇▇▇▇▇▇▇ and Buyer shall deliver joint instructions to the Escrow Agent shall automatically distribute to release from the Indemnity Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account an amount (the “Indemnity that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Release Amount”) equal to (i) the then-remaining funds in the Indemnity Escrow Account, minus (ii) the aggregate amount of all indemnity claims made Amount shall be held by the Buyer Indemnified Parties Escrow Agent until the ninetieth (90th) day following the Closing Date to serve, together with the General Escrow Amount, as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.11, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with the terms hereof prior to the Indemnity Escrow Release Date (collectively, the “Pending Claims”) that remain unresolved as of 5:00 p.m. Eastern Time on the Indemnity Escrow Release Date. ▇▇▇▇▇▇▇▇ this Agreement and Buyer shall instruct the Escrow Agent to release and pay the Indemnity Escrow Release Amount to the Members in accordance with their respective Pro Rata Portions. (d) Following the Indemnity Escrow Release Date, promptly (and in any event within three (3) Business Days) after the final resolution of, and, if applicable payment to Buyer in connection with, each Pending Claim, ▇▇▇▇▇▇▇▇ and Buyer shall jointly instruct the Escrow Agent to release and pay an aggregate amount equal to (i) the funds Agreement all amounts then remaining in the Indemnity Merger Consideration Escrow Account, minus (ii) the total if any; provided, however, that, if on such date any Disputed Items exist and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an amount of Pending Claims that remain unresolved as such funds equal to the amount of 5:00 p.m. Eastern Time on such Disputed Items shall not be released from the date Merger Consideration Escrow Account until the final determination or agreement of the resolution of such Pending Claim to the Members in accordance with their respective Pro Rata Portions. (e) Conclusive Closing Statement. The Parties agree to treat the Members as the owners of the Indemnity Escrow Amount and the Adjustment Escrow Amount, and shall take no contrary position unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code, and the fees and expenses disbursements of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne fifty percent (50%) equally by Buyer and fifty percent the Stockholders’ Representative (50%) which, in the case of the Stockholders’ Representative, shall be payable by the Members Stockholders’ Representative solely out of the Reserve Amount). Notwithstanding anything in this Agreement to the contrary, any distribution (which or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Transaction Expense for all purposes hereunder)Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be made.

Escrow Amounts. (a) At the Closing, the Buyer and shall deposit the Members shall enter Unique Vietnam Escrow Amount by wire transfer of immediately available U.S. into the Escrow Agreement, Account until the approvals necessary by the applicable Governmental Body in Vietnam to consummate the transfer of the Purchased Shares of Unique Vietnam pursuant to which the terms of the Agreement and the applicable Supplemental Agreement shall have been obtained (the “Vietnam Approvals”). Upon the receipt of the Vietnam Approvals, the Buyer will deposit with and ULHL shall deliver duly executed joint release instruction (a “Joint Release”) to the Escrow Agent (i) to effectuate the Indemnity release of the Unique Vietnam Escrow Amount into by wire transfer of immediately available U.S. funds to the Indemnity Escrow Accountaccount designated by ULHL; provided, that, if the Buyer has used its reasonable commercial effort to apply for the Vietnam Approvals and (ii) the Adjustment Vietnam Approvals have not been obtained by the Buyer within 180 days of the Closing Date, the Buyer and ULHL shall, unless otherwise agreed in writing, duly execute and deliver a Joint Release of the Unique Vietnam Escrow Amount into to the Adjustment Escrow AccountAgent in order to release such Unique Vietnam Escrow Amount to the Buyer by wire transfer of immediately available U.S. funds to the account designated by the Buyer. Upon the release of the Unique Vietnam Escrow Amount to ULHL pursuant to the Joint Release, ULHL shall provide the duly endorsed stock certificates and any other documentation required to transfer such Purchased Shares of Unique Vietnam to the Buyer. (b) Except At Closing, in the event that the Buyer has not obtained all necessary Taiwan Approvals (as otherwise provided in this Agreementdefined below), (i) the Indemnity Buyer shall deposit the Unique Taiwan Escrow Amount shall be retained by wire transfer of immediately available U.S. into the Escrow Account until the approvals necessary by the Escrow Agent until applicable Governmental Body in Taiwan to consummate the date that is eighteen (18) months following transfer of the Closing Date Purchased Shares of Unique Taiwan pursuant to the terms of the Agreement and the applicable Supplemental Agreement shall have been obtained (the “Indemnity Escrow Release DateTaiwan Approvals”) for ). Upon the purpose receipt of securing the Members’ indemnification obligations set forth in Section 10.2(a) and payment obligations set forth in Section 2.7(f), and (ii) the Adjustment Escrow Amount shall be retained by the Escrow Agent until such time as required to be distributed pursuant to Section 2.7, for the purpose of securing payment of any Aggregate True-Up Payment to Buyer. (c) In accordance with, and subject toTaiwan Approvals, the provisions of this Agreement Buyer and the Escrow Agreement, promptly (and in any event within three (3) Business Days) after the Indemnity Escrow Release Date, ▇▇▇▇▇▇▇▇ and Buyer ULHL shall deliver joint instructions duly executed Joint Release to the Escrow Agent to effectuate the release from of the Indemnity Unique Taiwan Escrow Account an amount (Amount by wire transfer of immediately available U.S. funds to the “Indemnity Escrow Release Amount”) equal account designated by ULHL; provided, that, if the Buyer has used its reasonable commercial effort to (i) apply for the then-remaining funds in Taiwan Approvals and the Indemnity Escrow Account, minus (ii) the aggregate amount of all indemnity claims made Taiwan Approvals have not been obtained by the Buyer Indemnified Parties in accordance with within 180 days of the terms hereof prior to the Indemnity Escrow Release Date (collectivelyClosing Date, the “Pending Claims”) that remain unresolved as Buyer and ULHL shall, unless otherwise agreed in writing, duly execute and deliver a Joint Release of 5:00 p.m. Eastern Time on the Indemnity Unique Taiwan Escrow Release Date. ▇▇▇▇▇▇▇▇ and Buyer shall instruct Amount to the Escrow Agent in order to release and pay the Indemnity such Unique Taiwan Escrow Release Amount to the Members in accordance with their respective Pro Rata Portions. (d) Following Buyer by wire transfer of immediately available U.S. funds to the Indemnity Escrow Release Date, promptly (and in any event within three (3) Business Days) after account designated by the final resolution of, and, if applicable payment to Buyer in connection with, each Pending Claim, ▇▇▇▇▇▇▇▇ and Buyer shall jointly instruct Buyer. Upon the Escrow Agent to release and pay an aggregate amount equal to (i) the funds remaining in the Indemnity Escrow Account, minus (ii) the total amount of Pending Claims that remain unresolved as of 5:00 p.m. Eastern Time on the date of the resolution of such Pending Claim Unique Taiwan Escrow Amount to ULHL pursuant to the Members in accordance with their respective Pro Rata PortionsJoint Release, ULHL shall provide the duly endorsed stock certificates and any other documentation required to transfer such Purchased Shares of Unique Taiwan to the Buyer. (e) The Parties agree to treat the Members as the owners of the Indemnity Escrow Amount and the Adjustment Escrow Amount, and shall take no contrary position unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code, and the fees and expenses of the Escrow Agent shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by the Members (which portion shall be a Transaction Expense for all purposes hereunder).

Escrow Amounts. (a) At Notwithstanding anything to the Closing, Buyer and the Members shall enter into the Escrow contrary contained in this Agreement, in order to secure the indemnity obligations of Sellers under this Agreement and in order to provide for the reimbursement of Purchaser in respect of such indemnity obligations, and without limiting any other rights which Purchaser may have pursuant to which Buyer will deposit with this Agreement, Purchaser shall deliver to First Community Bank (the "Escrow Agent Agent"): (i) In the Indemnity event that the Purchaser elects to pay the Alternative A Purchase Price, $2,550,000 of the Alternative A Cash Consideration in respect of Sellers' indemnity obligations under this Agreement ("Alternative A Escrow Amount into the Indemnity Escrow AccountAmount") or, and alternatively, (ii) In the Adjustment event that the Purchaser elects to pay the Alternative B Purchase Price, $3,050,000 of the Alternative B Purchase Price ("Alternative B Escrow Amount into Amount" or the Adjustment Alternative A Escrow AccountAmount, whichever applies, is referred to as the "Escrow Amount"). (b) Except as otherwise provided in this Agreement, (i) the Indemnity The Escrow Amount shall be retained held by the Escrow Agent until distributed pursuant to the date that is eighteen (18) months following the Closing Date Escrow Agreement attached as Exhibit C (the “Indemnity "Escrow Release Date”) for the purpose of securing the Members’ indemnification obligations set forth in Section 10.2(a) and payment obligations set forth in Section 2.7(fAgreement"), and (ii) the Adjustment Escrow Amount shall be retained by the Escrow Agent until such time as required to be distributed pursuant to paid in accordance with Section 2.7, for the purpose 6 of securing payment of any Aggregate True-Up Payment to Buyer. (c) In accordance with, and subject to, the provisions of this Agreement and the Escrow Agreement, promptly . The parties agree that up to $1,000,000 (plus interest earned thereon) may be released from the Escrow Amount following the completion of the IRS Audit (as such term is defined in the Escrow Agreement) subject to and in accordance with the terms of the Escrow Agreement. All costs and expenses incurred by any event within three Target in connection with the IRS Audit and any costs and expenses associated with contesting the amount of any Tax Liability imposed by the IRS in connection with the IRS Audit (3whether incurred by Purchaser, Targets or Sellers) Business Days) after shall be at the Indemnity Escrow Release Datesole cost and expense of Sellers and reimbursed to Targets and Purchaser, as applicable; provided that Purchaser not charge Sellers for the reasonable assistance of Al Haferkamp (if em▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇r Targets), Greenberg and Buyer shall deliver joint instructions to the Escrow Agent to release from the Indemnity Escrow Account an amount (the “Indemnity Escrow Release Amount”) equal to (i) the then-remaining funds in the Indemnity Escrow Account, minus (ii) the aggregate amount of all indemnity claims made by the Buyer Indemnified Parties in accordance with the terms hereof prior to the Indemnity Escrow Release Date (collectively, the “Pending Claims”) that remain unresolved as of 5:00 p.m. Eastern Time on the Indemnity Escrow Release Date. Goldberg ▇▇ ▇▇▇▇▇ntest▇▇▇ and Buyer shall instruct the Escrow Agent to release and pay the Indemnity Escrow Release Amount to the Members in accordance with their respective Pro Rata Portions▇▇▇ amount of such Tax Liability. (dc) Following Notwithstanding the Indemnity Escrow Release Dateforegoing, promptly (and this Section 3.3 shall be subject in any event within three (3) Business Days) after the final resolution of, and, if applicable payment to Buyer in connection with, each Pending Claim, ▇▇▇▇▇▇▇▇ and Buyer shall jointly instruct the Escrow Agent to release and pay an aggregate amount equal to (i) the funds remaining in the Indemnity Escrow Account, minus (ii) the total amount of Pending Claims that remain unresolved as of 5:00 p.m. Eastern Time on the date of the resolution of such Pending Claim all respects to the Members in accordance with their respective Pro Rata Portions. (e) The Parties agree to treat the Members as the owners of the Indemnity Escrow Amount terms and the Adjustment Escrow Amount, and shall take no contrary position unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code, and the fees and expenses conditions of the Escrow Agent shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by the Members (which portion shall be a Transaction Expense for all purposes hereunder)Agreement.

Escrow Amounts. (a) At the Closing, Buyer Subject to this Agreement and the Members shall enter into terms of the Escrow Agreement among Buyer, Parent and the Escrow Agent in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Buyer will deposit with the Indemnity Escrow Amount and the FIRPTA Escrow Amount shall each be held in an account or accounts designated by the Escrow Agent (ithe “Escrow Account”) and such funds, excluding any interest that may be earned thereon (to which Sellers shall be entitled), will be available to: (a) in the case of the Indemnity Escrow Amount into the Indemnity Escrow AccountAmount, satisfy (i) Indemnification Claims made by Buyer Indemnified Parties pursuant to Section 7.2 of this Agreement and (ii) the Adjustment Escrow Amount into the Adjustment Escrow Account. (b) Except as otherwise provided in any payments to be made pursuant to Section 1.6 of this Agreement, (i) the Indemnity Escrow Amount shall be retained by the Escrow Agent until the date that is and any amounts remaining available after eighteen (18) months following from the Closing Date (not subject to a pending Indemnification Claim) will be disbursed to Parent; and (b) in the case of the FIRPTA Escrow Amount, satisfy any withholding obligations pursuant to Section 1445 of the Code and the Treasury Regulations thereunder (the “Indemnity Escrow Release DateFIRPTA Withholding”), taking into account the FIRPTA Certificate provisions under Treasury Regulations Section 1.1445-1(c)(2)(i)(B) for the purpose of securing the Members’ indemnification obligations set forth applicable to any Seller, as more fully described in Section 10.2(a) and payment obligations set forth in Section 2.7(f), and (ii) the Adjustment Escrow Amount shall be retained by the Escrow Agent until such time as required to be distributed pursuant to Section 2.7, for the purpose of securing payment of any Aggregate True-Up Payment to Buyer. (c) In accordance with, and subject to, the provisions 4.16 of this Agreement and the Escrow Agreement, promptly and any amounts remaining after deducting the FIRPTA Withholding (and in any event within three (3) Business Days) after the Indemnity Escrow Release Dateif any), ▇▇▇▇▇▇▇▇ and Buyer which FIRPTA Withholding amount shall deliver joint instructions be remitted to the Escrow Agent to release from the Indemnity Escrow Account an amount (the “Indemnity Escrow Release Amount”) equal to (i) the then-remaining funds in the Indemnity Escrow Account, minus (ii) the aggregate amount of all indemnity claims made by the Buyer Indemnified Parties IRS in accordance with the terms hereof prior Escrow Agreement, will be disbursed to Parent. All investment losses shall be charged against the Indemnity funds in the Escrow Release Date (collectively, the “Pending Claims”) that remain unresolved as of 5:00 p.m. Eastern Time Account. All interest earned on the Indemnity Escrow Release Date. ▇▇▇▇▇▇▇▇ and Buyer shall instruct the Escrow Agent to release and pay the Indemnity Escrow Release Amount to the Members in accordance with their respective Pro Rata Portions. (d) Following the Indemnity Escrow Release Date, promptly (and in any event within three (3) Business Days) after the final resolution of, and, if applicable payment to Buyer in connection with, each Pending Claim, ▇▇▇▇▇▇▇▇ and Buyer shall jointly instruct the Escrow Agent to release and pay an aggregate amount equal to (i) the funds remaining in the Indemnity Escrow Account, minus (ii) including reinvested interest, shall be the total amount of Pending Claims that remain unresolved as of 5:00 p.m. Eastern Time on the date property of the resolution of such Pending Claim Sellers and shall be paid to the Members in accordance with their respective Pro Rata Portions. (e) The Parties agree to treat Sellers monthly. For the Members as avoidance of doubt, the owners Buyer and the Sellers confirm that the amounts paid into the Escrow Account are part of the Indemnity Escrow Amount and the Adjustment Escrow Amount, and shall take no contrary position unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code, and the fees and expenses of the Escrow Agent shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by the Members (which portion shall be a Transaction Expense for all purposes hereunder)sale proceeds.

Escrow Amounts. (a) At the Closing, Buyer and shall deposit into escrow with the Members shall enter into Escrow Agent, in accordance with the Escrow Agreement, pursuant to which Buyer will deposit with the Escrow Agent an aggregate of $2,000,000, consisting of (i) $1,000,000 of the Indemnity cash portion of the Purchase Price allocable to PNFC (the "Purchase Price Escrow Amount into the Indemnity Escrow Account, Amount") and (ii) $1,000,000 of Buyer's funds (the Adjustment "Additional Escrow Amount into the Adjustment Escrow AccountAmount"). (b) Except The Buyer and PNFC shall arrange for Deloitte & Touche to deliver, as otherwise provided in this Agreementpromptly as practicable after the Closing, to Buyer, PNFC and Ernst & Young an actuarial reserve study of the Reserves of PNIC as at the Closing Date and setting forth a range of appropriate Reserves for PNIC as at such date. (ic) The Buyer and PNFC shall arrange for Deloitte & Touche, as promptly as practicable after the Indemnity Escrow Amount shall be retained by Closing, to perform an audit of the Preliminary Closing Balance Sheet, and to prepare and deliver to Buyer, PNIC and the Escrow Agent until financial statements of PNIC as of the date that is eighteen Closing Date. Such financial statements (18the "Closing Financial Statements") months following shall include a balance sheet (the "Final Closing Balance Sheet") and statements of operations, changes in shareholders' equity, and statements of cash flows as at the Closing Date (the “Indemnity Escrow Release Date”) and for the purpose portion of securing the Members’ indemnification obligations set forth in Section 10.2(a) and payment obligations set forth in Section 2.7(f)fiscal year then ended, shall include all footnote disclosures required by GAAP, shall include an audited reconciliation of GAAP to SAP, and (ii) the Adjustment Escrow Amount shall be retained certified by Deloitte & Touche in accordance with GAAP. Promptly after its receipt of the Closing Financial Statements, PNFC shall prepare and deliver to each of Buyer and the Escrow Agent until such time a final certificate (the "Final Certificate"), substantially in the form attached hereto as required Exhibit 3.4, setting forth its computations of the Purchase Price Adjustment and the amount of the difference (the "Adjustment Difference Amount"), if any, between the Preliminary Purchase Price Adjustment Amount and the Purchase Price Adjustment Amount. (d) The cost of the actuarial reserve study referred to in Section 3.4(c) shall be distributed pursuant borne equally by PNFC and Buyer, and the cost of the audit of the Closing Financial Statements shall be borne by PNFC. (e) Prior to Section 2.7and following the Closing, for the purpose of securing payment of any Aggregate True-Up Payment to Buyer. (c) In accordance with, and subject to, reviewing the provisions of this Agreement Preliminary Closing Balance Sheet and the Escrow AgreementClosing Financial Statements and related materials, promptly (PNFC and in any event within three (3) Business Days) after the Indemnity Escrow Release DatePNIC shall permit Buyer, ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ & ▇▇▇▇▇ full and complete access to the books and records of PNIC, to the audit work papers of Deloitte & Touche and to the personnel of PNFC, PNIC and Deloitte & Touche. Buyer shall deliver joint instructions have the right at any time during the thirty (30) day period following its receipt of the Final Certificate, the Closing Financial Statements and supporting materials to the Escrow Agent to release from the Indemnity Escrow Account an amount (the “Indemnity Escrow Release Amount”) equal object to (i) the then-remaining funds any item or items in the Indemnity Escrow AccountClosing Financial Statements, minus and (ii) any other matters set forth in or related to the aggregate amount computations set forth in the Final Certificate. Any such objection (an "Objection Notice") shall be in writing, shall be given to PNFC, Deloitte & Touche and to the Escrow Agent, and shall set forth in reasonable detail the nature and basis for Buyer's objections. If Buyer does not give an Objection Notice within such thirty (30) day period, then the Final Certificate and the Final Balance Sheet, as prepared and delivered by PNFC and Deloitte & Touche, respectively, shall be final and binding on the parties. Following the giving of an Objection Notice, Buyer and PNFC shall negotiate in good faith a resolution of all indemnity claims made by matters set forth in the Buyer Indemnified Parties Objection Notice. If the parties resolve all such matters, then they shall make a determination of the Adjustment Difference Amount and shall issue a Joint Written Direction (as defined in accordance with the terms hereof prior Escrow Agreement) to the Indemnity Escrow Release Date Agent. If the parties cannot resolve all such matters within fifteen (collectively15) days after the date on which Buyer gave the Objection Notice, then thereafter either of Buyer or PNFC may elect, upon notice to the “Pending Claims”) that remain other, to submit all unresolved as of 5:00 p.m. Eastern Time on the Indemnity Escrow Release Date. matters to KPMG Peat Marwick or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, as the parties may agree (and Buyer if they cannot agree, the selection shall instruct be made by flip of a coin) (the Escrow Agent to release "Independent Party"), which shall resolve all matters in dispute (but only such matters) between the parties and pay the Indemnity Escrow Release Amount whose decision as to the Members in accordance with their respective Pro Rata Portions. (d) Following the Indemnity Escrow Release Date, promptly (Adjustment Difference Amount shall be conclusive and in any event within three (3) Business Days) after the final resolution of, and, if applicable payment to Buyer in connection with, each Pending Claim, ▇▇▇▇▇▇▇▇ and Buyer shall jointly instruct the Escrow Agent to release and pay an aggregate amount equal to (i) the funds remaining in the Indemnity Escrow Account, minus (ii) the total amount of Pending Claims that remain unresolved as of 5:00 p.m. Eastern Time binding on the date parties. The decision of the resolution of Independent Party shall be in writing (such Pending Claim writing is referred to as an "Independent Direction Certificate"), shall be in a form substantially similar to the Members in accordance with their respective Pro Rata Portions. (e) The Parties agree to treat the Members as the owners of the Indemnity Escrow Amount and the Adjustment Escrow AmountFinal Certificate, and shall take no contrary position unless otherwise required pursuant be delivered to a final determination within the meaning of Section 1313 of the CodeBuyer, PNFC, Escrow Agent, Deloitte & Touche and the Ernst & Young. The fees and expenses of the Independent Party shall be borne equally by PNFC and Buyer. (f) The following provisions shall apply after final determination of the Adjustment Difference Amount pursuant to subsection (c) or (e), above. If the Adjustment Difference Amount is zero, then the Escrow Agent shall deliver the Purchase Price Escrow Amount, plus any interest or income thereon, to PNFC and the Additional Escrow Amount, plus any interest or income thereon, to Buyer. If the Adjustment Difference Amount is greater than zero, then the Purchase Price shall be borne fifty percent (50%) by Buyer and fifty percent (50%) adjusted either upward or downward, as applicable, by the Members (which Adjustment Difference Amount. If the Purchase Price, as adjusted by the Preliminary Purchase Price Adjustment Amount, is adjusted downward by the Adjustment Difference Amount then the Escrow Agent shall deliver the Adjustment Difference Amount, plus any interest or income thereon, to Buyer from the Purchase Price Escrow Amount, deliver the balance of the Purchase Price Escrow Amount, plus interest or income earned on such balance, to PNFC and shall deliver the Additional Escrow Amount, plus interest or income thereon, to Buyer. If the Purchase Price, as adjusted by the Preliminary Purchase Price Adjustment Amount, is adjusted upward by the Adjustment Difference Amount then the Escrow Agent shall deliver the Adjustment Difference Amount, plus any interest or income thereon, to PNFC from the Additional Escrow Amount, deliver the balance of the Additional Escrow Amount, plus any interest or income earned on such balance, to Buyer, and shall deliver the Purchase Price Escrow Amount, plus any interest or income thereon, to PNFC. The right to receive amounts pursuant to this Section 3.4 shall not be an exclusive remedy to either party on account of any adjustment to the Purchase Price or other claim under this Agreement, and if the Purchase Price Escrow Amount or the Additional Escrow Amount is insufficient to settle in full any adjustments to the cash portion of the Purchase Price, then Buyer or PNFC, as the case may be, shall be a Transaction Expense for obligated to pay the shortfall, together with the amount of interest or income which would have been earned on such amount, at the effective rate of interest earned on all purposes hereunder)funds in escrow since the Closing Date, promptly after all amounts are disbursed pursuant to this Section 3.4.

Escrow Amounts. (a) At The Adjustment Escrow Amount, as adjusted from time to time, together with any interest or other income earned thereon, shall be referred to herein as the Closing, Buyer and the Members shall enter into the “Adjustment Escrow Agreement, pursuant to which Buyer will deposit with the Escrow Agent (i) Fund,” the Indemnity Escrow Amount into Amount, as adjusted from time to time, together with any interest or other income earned thereon, shall be referred to herein as the “Indemnity Escrow AccountFund,” and the Seller Expense Escrow Amount, and (ii) as adjusted from time to time, together with any interest or other income earned thereon, shall be referred to herein as the Adjustment “Seller Expense Escrow Amount into the Adjustment Escrow AccountFund.” (b) Except as otherwise provided in this Agreement, (i) the Indemnity The Adjustment Escrow Amount Fund shall be retained distributed by the Escrow Agent until the date that is eighteen (18) months following the Closing Date (the “Indemnity Escrow Release Date”) for the purpose of securing the Members’ indemnification obligations set forth in accordance with Section 10.2(a2.3(a) and payment obligations set forth in this Section 2.7(f), and (ii2.4(b) the Adjustment Escrow Amount shall be retained by the Escrow Agent until such time as required to be distributed pursuant to Section 2.7, for the purpose of securing payment of any Aggregate True-Up Payment to Buyer. (c) In accordance with, and subject to, the provisions of this Agreement and the Escrow Agreement, promptly . Within ten (and in any event within three (310) Business Days) days after the Indemnity Escrow Release Datefinal determination of the Final Purchase Price pursuant to Section 2.3, ▇▇▇▇▇▇▇▇ the Seller and Buyer shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to Seller the amount of the Adjustment Escrow Fund, if any, then remaining. {N0221423 } 18 (c) The Indemnity Escrow Fund shall be distributed by the Escrow Agent in accordance with Section 2.3(a), this Section 2.4(c), Article IX and the Escrow Agreement. Within ten (10) days following the Warranty Termination Date, the Seller and Buyer shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to Seller the amount of the Indemnity Escrow Fund then remaining, minus an amount sufficient to cover any outstanding and unpaid claims for indemnification under Article IX against the Seller in its capacity as an Indemnifying Party made prior to the Warranty Termination Date. After the applicable date on which all or a portion of the Indemnity Escrow Fund is released pursuant to the foregoing sentence, upon the settlement or final determination of all prior or pending claims for indemnification under Article IX against the Seller in its capacity as an Indemnifying Party, the Seller and Buyer shall deliver joint written instructions to the Escrow Agent to release from (i) to Buyer for the benefit of the applicable Buyer Indemnitee as a result of such settlement or determination and (ii) to the Seller, the excess, if any, of the balance of the Indemnity Escrow Account an amount Fund. (d) To the “Indemnity Escrow Release Amount”) equal extent the ESOP incurs any Other Post-Closing Seller Expense and the Trustee determines in the reasonable exercise of its fiduciary discretion that such Other Post-Closing Seller Expense may not be paid out of the assets of the ESOP under Legal Requirements, the Trustee shall give written notice as promptly as practicable to Buyer, which specifies in reasonable detail (iin light of the circumstances then known by Seller) the then-remaining funds in facts and circumstances constituting the Indemnity Escrow Accountbasis for such reimbursement claim (including providing copies of invoices or similar documentation supporting such claim) and the amount, minus (ii) the aggregate amount of all indemnity claims made by the Buyer Indemnified Parties in accordance with the terms hereof prior to the Indemnity extent known, of the claim asserted for which Seller requests distribution of the Seller Expense Escrow Release Date Fund (collectivelyan “Expense Claim Notice”). Upon Buyer’s receipt of an Expense Claim Notice, the “Pending Claims”) that remain unresolved as of 5:00 p.m. Eastern Time on the Indemnity Escrow Release Date. ▇▇▇▇▇▇▇▇ Seller and Buyer shall instruct deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release and pay the Indemnity Escrow Release Amount to the Members recipient specified in accordance with their respective Pro Rata Portions. such Expense Claim Notice the amount specified in such Expense Claim Notice from the Seller Expense Escrow Account. Within ten (d10) Following days following the Indemnity Escrow Release Warranty Termination Date, promptly (and in any event within three (3) Business Days) after the final resolution of, and, if applicable payment to Buyer in connection with, each Pending Claim, ▇▇▇▇▇▇▇▇ Seller and Buyer shall jointly instruct deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release and pay an aggregate to Seller the amount equal to (i) of the funds remaining in the Indemnity Seller Expense Escrow AccountFund then remaining, minus (ii) the total an amount of Pending Claims that remain unresolved as of 5:00 p.m. Eastern Time on the date of the resolution of such Pending Claim sufficient to the Members in accordance with their respective Pro Rata Portions. (e) The Parties agree to treat the Members as the owners of the Indemnity Escrow Amount cover any outstanding and the Adjustment Escrow Amount, and shall take no contrary position unless otherwise required unpaid reimbursement claims made pursuant to a final determination within the meaning of Section 1313 of the Code, and the fees and expenses of the Escrow Agent shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by the Members (which portion shall be a Transaction an Expense for all purposes hereunder)Claim Notice prior to such date.

Escrow Amounts. (a) At the Closing, Buyer shall deposit (i) seven million Dollars ($7,000,000) (the “Adjustment Escrow Amount”) into an escrow account (the “Adjustment Escrow Account”), (ii) Thirty Five Million Dollars ($35,000,000) (the “Indemnity Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”), and (iii) in the Members shall enter event there are any Appraisal Shares, an amount equal to the Appraisal Shares Escrow Amount into an escrow account (the “Appraisal Shares Escrow Account”), in each case, to be established with Wilmington Trust, N.A. (the “Escrow Agent”) to be held by the Escrow AgreementAgent, pursuant to which Buyer will deposit the terms of an escrow agreement substantially in the form of Exhibit B, with such customary changes thereto as requested by the Escrow Agent (i) the Indemnity “Escrow Amount into the Indemnity Escrow Account, and (ii) the Agreement”). The Adjustment Escrow Amount into the Adjustment Escrow Account. (b) Except as otherwise provided in this Agreement, (i) the Indemnity Escrow Amount shall be retained held by the Escrow Agent until the date that is eighteen (18) months following final determination of the Closing Date (Final Payment Amount pursuant to Section 2.14 to serve as the “Indemnity Escrow Release Date”) sole source of payment for any amount due to Buyer, Merger Sub or the purpose of securing Surviving Corporation for any adjustment to the Members’ indemnification obligations set forth in Merger Consideration pursuant to Section 10.2(a) and payment obligations set forth in Section 2.7(f)2.14, and (ii) the Adjustment Escrow Amount shall be retained by at which time the Escrow Agent until such time as required shall automatically distribute to be distributed pursuant to Section 2.7, the Stockholders’ Representative or its designee (for the purpose benefit of securing payment of any Aggregate True-Up Payment to Buyer. (cthe Fully Diluted Common Holders) In in accordance with, and subject to, with the provisions terms of this Agreement and the Escrow AgreementAgreement all amounts then remaining in the Adjustment Escrow Account, promptly if any; provided, however, that, if on such date any Disputed Items exist, an amount of such funds equal to the maximum amount that would be distributable to Buyer if all of such Disputed Items were resolved in favor of the Buyer’s position on such Disputed Items shall not be released from the Adjustment Escrow Account until the final determination or agreement of the Conclusive Closing Statement; provided, further, that, in the sole discretion of the Stockholders’ Representative, up to $2,500,000 of the amounts distributable to the Paying Agent, the Stockholders’ Representative or its designee pursuant to this sentence may be retained by the Stockholders’ Representative to increase the Reserve Amount instead of distributing such amount to the Fully Diluted Common Holders. The Indemnity Escrow Amount shall be held by the Escrow Agent until the earlier of (i) March 15, 2016 and (ii) five (5) days after the date on which the Buyer’s audited financial statements for its fiscal year ending December 31, 2015, are filed with the SEC (the “Survival Date”), at which time the Escrow Agent shall automatically distribute to the Paying Agent (for the benefit of the Fully Diluted Common Holders) in any event within three (3) Business Days) after accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Indemnity Escrow Release DateAccount, ▇▇▇▇▇▇▇▇ and Buyer shall deliver joint instructions if any; provided, however, that, if on such date any claims for indemnification under Article XI are outstanding, an amount of such funds equal to the Escrow Agent to release amount of such claims shall not be released from the Indemnity Escrow Account until such claims have been finally resolved; provided, further, that, in the sole discretion of the Stockholders’ Representative, up to $2,500,000 of the amounts distributable to the Paying Agent, the Stockholders’ Representative or its designee pursuant to this sentence may be retained by the Stockholders’ Representative to increase the Reserve Amount instead of distributing such amount to the Fully Diluted Common Holders. The Appraisal Shares Escrow Amount, if any, shall be held by the Escrow Agent until all Appraisal Claims have been finally resolved, at which time the Escrow Agent shall automatically distribute to the Paying Agent (for the benefit of the Fully Diluted Common Holders) in accordance with the terms of this Agreement and the applicable Escrow Agreement an amount (the “Indemnity Escrow Release Amount”) equal to (i) the then-remaining amount of funds in the Indemnity Appraisal Shares Escrow Account, minus (ii) the aggregate amount of all indemnity any claims for Damages made or submitted by the an Buyer Indemnified Parties Party pursuant to Section 11.2(c) that remain unpaid or unsatisfied as of such date in accordance with Article XI; provided, however, that as such claims are resolved, any amounts previously retained but not paid to satisfy such claim shall, at the terms hereof prior to the Indemnity Escrow Release Date (collectivelytime of such resolution, the “Pending Claims”) that remain unresolved as of 5:00 p.m. Eastern Time on the Indemnity Escrow Release Date. ▇▇▇▇▇▇▇▇ and Buyer shall instruct be distributed by the Escrow Agent to release and pay from the Indemnity Appraisal Shares Escrow Release Amount Account to the Members Paying Agent in accordance with their respective Pro Rata Portions. (d) Following and subject to the Indemnity terms of this Agreement and the Escrow Release DateAgreement. Notwithstanding anything in this Agreement to the contrary, promptly (and in any event within three (3) Business Days) after the final resolution of, and, if applicable payment to Buyer in connection with, each Pending Claim, ▇▇▇▇▇▇▇▇ and Buyer shall jointly instruct cause any payment from the Escrow Agent Account which is a Compensatory Payment (plus any Company Payroll Taxes associated therewith) to release and pay an aggregate amount equal be transferred to the Company (i) the funds remaining in the Indemnity Escrow Account, minus (ii) the total amount of Pending Claims that remain unresolved as of 5:00 p.m. Eastern Time on the date or a Subsidiary of the resolution Company) and then Buyer shall cause such amount to be promptly paid from the relevant accounts of such Pending Claim the Company (or its Subsidiary) through the payroll system of the Company (or its Subsidiary) to the Members in accordance with their respective Pro Rata Portions. (e) applicable Person to whom such payments are to be made, subject to any applicable deductions or withholding Taxes applicable to Compensatory Payments to such individuals, which Taxes Buyer shall cause to be remitted to the appropriate Taxing Authority when required. The Parties agree to treat the Members as the owners of the Indemnity Escrow Amount and the Adjustment Escrow Amount, and shall take no contrary position unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code, and the fees and expenses disbursements of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne fifty percent (50%) equally by Buyer and fifty percent the Stockholders’ Representative (50%) which, in the case of the Stockholders’ Representative, shall be payable by the Members (which portion shall be a Transaction Expense for all purposes hereunderStockholders’ Representative solely out of the Reserve Amount).