General Escrow Amount. On the Effective Date, the Escrow Agent is hereby authorized to establish an escrow account and Parent will deposit into such account an amount with the Escrow Agent that the Parent and the Shareholders’ Representative agree have a value of $[9,450,000] of the Consideration otherwise payable to holders of Company Shares under Section 2.1.3 and 2.1.4 of the Merger Agreement, composed of (i) a promissory note of the Parent payable to the order of the Shareholders’ Representative substantially in the form of Exhibit I hereto, dated the Effective Date, in the principal amount of $ (such promissory note, and any promissory note executed and delivered pursuant to Section 2.3.1 hereof, is herein called the “Note”), (ii) [$•] (the “Funds”) and (iii) [•] shares of Parent Common Stock (the “Common Stock”) (such amount which at any particular time is then held in escrow under this General Escrow Agreement, as increased by any dividends, earnings, income, or interest earned on such amount pursuant to the terms hereof and as reduced in accordance with the procedures specified in this General Escrow Agreement, the “General Escrow Amount”). The General Escrow Amount will be held by the Escrow Agent as an escrow fund (a) for the purpose of securing certain claims by Parent for indemnification under Article VIII of the Merger Agreement, (b) for satisfying any award of reasonable attorneys’ fees and charges and costs of arbitration in favor of Parent or the Shareholders’ Representative under Section 2.3 or Article 3 hereof (a “Prevailing Party Award”), (c) for funding payments related to Net Working Capital to the extent required by Section 2.3 of the Merger Agreement, and (d) for reimbursement of the Shareholders’ Representative’s fees and expenses in connection with the performance of its duties under the Merger Agreement and this General Escrow Agreement, as set forth in Section 5.3 of this General Escrow Agreement. The percentage of the General Escrow Amount (and the interest thereon) to which each holder of Company Shares is entitled is included on Schedule A. The Escrow Agent will have no duty or obligation to verify or confirm the accuracy, validity, or sufficiency of any of the percentages included on Schedule A attached hereto.
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General Escrow Amount. On As soon as reasonably practicable following the Effective Expiration Date, Parent shall instruct the Escrow Agent to deliver (based on each Company Indemnifying Party’s Pro Rata Share of the Escrow Amount) to the Company Indemnifying Parties (other than the holders of Withholding Options), and, on behalf of the holders of Withholding Options, to the Surviving Corporation or an Affiliate thereof, for subsequent release to such holders of Withholding Options as part of the second regularly scheduled payroll cycle of the Surviving Corporation or such Affiliate following such release, all of the funds in the Escrow Fund (if any) attributable to the General Escrow Amount in excess of any amounts in the Escrow Fund that is necessary to satisfy all unresolved, unsatisfied or disputed Claims for Damages specified in any Notice of Claim delivered to the Representative before the Expiration Date (based on the total maximum amount of Damages then being claimed by Parent Indemnified Persons in such unresolved, unsatisfied or disputed Claims). If any Claims are unresolved, unsatisfied or disputed as of the Expiration Date, then the Escrow Agent shall retain possession and custody of that portion of the Escrow Fund that equals the total maximum amount of Damages then being claimed by Parent Indemnified Persons in all such unresolved, unsatisfied or disputed Claims, and as soon as all such Claims have been resolved, the Escrow Agent is hereby authorized to establish an escrow account and Parent will deposit into such account an amount with shall deliver (based on the Pro Rata Share of the Escrow Agent that Amount of each Company Indemnifying Party) to the Parent and Company Indemnifying Parties (other than the Shareholders’ Representative agree have a value holders of $[9,450,000] Withholding Options), and, on behalf of the Consideration otherwise payable to holders of Company Shares under Section 2.1.3 and 2.1.4 Withholding Options, to the Surviving Corporation or an Affiliate thereof, for subsequent release to such holders of Withholding Options as part of the Merger Agreement, composed of (i) a promissory note second regularly scheduled payroll cycle of the Parent payable to the order of the Shareholders’ Representative substantially Surviving Corporation or such Affiliate following such release, all remaining amounts in the form of Exhibit I hereto, dated the Effective Date, in the principal amount of $ Escrow Fund (such promissory note, and any promissory note executed and delivered pursuant if any) attributable to Section 2.3.1 hereof, is herein called the “Note”), (ii) [$•] (the “Funds”) and (iii) [•] shares of Parent Common Stock (the “Common Stock”) (such amount which at any particular time is then held in escrow under this General Escrow Agreement, as increased by any dividends, earnings, income, or interest earned on such amount pursuant to the terms hereof and as reduced in accordance with the procedures specified in this General Escrow Agreement, the “General Escrow Amount”). The General Escrow Amount will be held by the Escrow Agent as an escrow fund (a) for the purpose of securing certain claims by Parent for indemnification under Article VIII of the Merger Agreement, (b) for satisfying any award of reasonable attorneys’ fees and charges and costs of arbitration in favor of Parent or the Shareholders’ Representative under Section 2.3 or Article 3 hereof (a “Prevailing Party Award”), (c) for funding payments related to Net Working Capital to the extent required by Section 2.3 of the Merger Agreement, and (d) for reimbursement of the Shareholders’ Representative’s fees and expenses in connection with the performance of its duties under the Merger Agreement and this General Escrow Agreement, as set forth in Section 5.3 of this General Escrow Agreement. The percentage of the General Escrow Amount (and the interest thereon) not required to which each holder of Company Shares is entitled is included on Schedule A. The Escrow Agent will have no duty or obligation to verify or confirm the accuracy, validity, or sufficiency of any of the percentages included on Schedule A attached heretosatisfy such Claims.
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