Common use of Termination of Escrow Clause in Contracts

Termination of Escrow. (a) On the first Business Day following the date that is twenty-four (24) months after the Closing (the “Escrow Release Date”), unless any Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) and continue to be pending, in which event any disbursement with respect to the Indemnification Amount of such Claim will be governed by Section 3(c), the Escrow Agent shall promptly disburse all Escrowed Shares in the Escrow Fund to the Shareholders’ Representative for distribution to the Former SICO Shareholders in accordance with their respective Pro Rata Percentages, and all Escrowed Cash in the Escrowed Fund to SpinCo. (b) Notwithstanding anything to the contrary in Section 3(a), if prior to the Escrow Release Date, there is a Resolution of Transaction-Related Claims, the Company and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent authorizing the Escrow Agent to distribute (i) first, Escrowed Shares to the Shareholders’ Representative, for distribution to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and (ii) second, Escrowed Cash to SpinCo, so that after giving effect to any such distribution, there remains in the Escrow Fund a combination of Escrowed Shares and Escrowed Cash having aggregate value of $7,500,000, plus an amount equal to the amount by which the aggregate Indemnification Amount of any pending Claims exceeds $3,000,000, with the Market Value of any Escrowed Shares to be determined as of the date of Resolution of Transaction-Related Claims. For purposes of this Escrow Agreement, “Resolution of Transaction-Related Claims” shall mean that as of the 60th day after the date of this Escrow Agreement, no Transaction-Related Claims are pending or, if as of the 60th day after the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there has been a final judgment with no further right to appeal by a court of competent jurisdiction with respect to such Transaction-Related Claims and all the indemnification obligations related to such Transaction-Related Claims as set forth in the Merger Agreement have been satisfied.

Termination of Escrow. (a) On the first Business Day following Reserved Credit Escrow Termination Date, Escrow Agent shall pay and distribute to Buyer an amount equal to the date that is twentythen-four remaining balance of the Reserved Credit Escrow (24after deduction for Excess Payments then due and unpaid), and Seller Representative (on behalf of the Sellers listed on Schedule 1) months after shall have the Closing option to purchase any Especially Reserved Credit from Buyer (each an “Option”). The purchase price with respect to each Option (the “Escrow Release DateOption Purchase Price”), unless any Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) shall be (i) the outstanding principal and continue to be pending, in which event any disbursement accrued but unpaid interest with respect to the Indemnification Amount applicable Especially Reserved Credit as of the Reserved Credit Escrow Termination Date, plus (ii) all collection, foreclosure and sale costs and expenses incurred by Buyer with respect to such Claim will be governed by Especially Reserved Credit, less (iii) the escrow amount assigned to such Especially Reserved Credit in Exhibit A, net of any payments to such Sellers pursuant to Section 3(c)4 of this Escrow Agreement with respect to such Especially Reserved Credit. Upon Seller Representative’s exercise of any Option and the delivery of the Option Purchase Price to Buyer, the Escrow Agent Buyer shall promptly disburse assign to Seller Representative on behalf of all Escrowed Shares Sellers, without recourse, representation or warranty of any type or nature, all of Buyer’s right, title and interest in the Escrow Fund and to the Shareholders’ Representative for distribution to the Former SICO Shareholders in accordance with their respective Pro Rata Percentages, and all Escrowed Cash in the Escrowed Fund to SpinCoapplicable Especially Reserved Credit. (b) Notwithstanding anything In the event Seller Representative determines to purchase any Option in respect to an Especially Reserved Credit (as set forth in Section 7(a)), upon request of Seller Representative, Escrow Agent shall withdraw the Option Purchase Price for such Especially Reserved Credit from any amounts then due Sellers pursuant to Section 4 hereof, whether or not related to the contrary in Especially Reserved Credit being purchased. In the event amounts due Sellers under Section 3(a)4 are not sufficient to pay the Option Purchase Price to Buyer, if prior Seller Representative may, within ten (10) days after notice from Escrow Agent of such insufficiency, terminate the purchase of any Option for which funds are not available without liability to Buyer. (c) On the Indemnification Escrow Release Termination Date, there is a Resolution of Transaction-Related Claims, the Company and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent authorizing the Escrow Agent shall pay and distribute to distribute (i) firstSellers, Escrowed Shares to the Shareholders’ Representative, for distribution to the Former SICO Shareholders pro rata in accordance with their Pro Rata Percentagethe percentages set forth on Schedule 1, and (ii) second, Escrowed Cash to SpinCo, so that after giving effect to any such distribution, there remains in the Escrow Fund a combination of Escrowed Shares and Escrowed Cash having aggregate value of $7,500,000, plus an amount equal to the then-remaining balance of the Indemnification Escrow; provided, however, if any Indemnity Claims are then pending or Buyer has given Escrow Agent notice of any potential Indemnity Claims, Escrow Agent shall retain in the Escrow Fund an amount by which equal to the aggregate Indemnification Amount Damages of any pending such Indemnity Claims exceeds $3,000,000, with the Market Value until it receives joint written instructions of any Escrowed Shares to be determined Buyer and Seller Representative or a final non-appealable order of a court of competent jurisdiction as of the date of Resolution of Transaction-Related Claims. For purposes contemplated by Section 3(d) of this Escrow Agreement, “Resolution of Transaction-Related Claims” and the balance shall mean that be paid as of the 60th day after the date of described in this Escrow Agreement, no Transaction-Related Claims are pending or, if as of the 60th day after the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there has been a final judgment with no further right to appeal by a court of competent jurisdiction with respect to such Transaction-Related Claims and all the indemnification obligations related to such Transaction-Related Claims as set forth in the Merger Agreement have been satisfiedSection 7(c).

Termination of Escrow. (a) On Commencing on [______________, 2013]2, and on the first Business Day following the date that is twenty-four ___3 day of each calendar month thereafter until [______________, 2016]4 (24) months after the Closing (the each, a “Escrow Monthly Release Date”), unless any Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) and continue to be pending, in which event any disbursement with respect to the Indemnification Amount of such Claim will be governed by Section 3(c), the Escrow Agent shall promptly disburse all Escrowed Shares pay and distribute to Seller up to Seventy Thousand and No/100 Dollars ($70,000) from the amount then remaining in the Escrow Fund, if any (the “Monthly Release Amount”), unless (i) the amount then remaining in the Escrow Fund equals or is less than Five Million and No/100 Dollars ($5,000,000.00), in which case no Monthly Release Amount shall be payable, paid or distributed under this Agreement, (ii) any Claims are then pending on such Monthly Release Date, in which case, subject to the Shareholders’ Representative for distribution provisions of clause (iii) of this Section 4(a), the Monthly Release Amount shall only be paid and distributed to Seller from the amount then remaining in the Escrow Fund in the event that (x) the amount then remaining in the Escrow Fund on such Monthly Release Date, minus (y) an amount equal to the Former SICO Shareholders aggregate dollar amount of such Claims (as shown in the Notices of such Claims), equals or exceeds the Monthly Release Amount, or (iii) Purchaser has given notice to Seller and Escrow Agent specifying in reasonable detail (A) the nature of any other claim it may have under Article XI of the Purchase Agreement with respect to which it is unable to specify the amount of Losses or potential Losses, or (B) of any outstanding Excluded Liability or Excluded Litigation with respect to which it is unable to specify the amount of Losses or potential Losses, in which case the Monthly Release Amount that is otherwise payable on such Monthly Release Date hereunder shall not be payable, paid or distributed to Seller. Any right of Seller to receive payment and distribution of the Monthly Release Amounts shall not accumulate, and no Monthly Release Amount that is not paid or distributed in accordance with their respective Pro Rata Percentages, and all Escrowed Cash in this Section 4(a) shall accrue or become payable at any time after the Escrowed Fund to SpinCoapplicable Monthly Release Date. 2 INSERT DATE THAT IS ONE CALENDAR MONTH AFTER THE CLOSING DATE. 3 INSERT THE SAME DAY OF THE MONTH. 4 INSERT DATE THAT IS THE THIRD ANNIVERSARY OF THE CLOSING DATE. (b) Notwithstanding anything to On [______________, 2016]5, Escrow Agent shall pay and distribute the contrary in Section 3(a)then remaining amount of the Escrow Fund, if prior any, to the Escrow Release DateSeller, there is a Resolution of Transaction-Related Claims, the Company and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent authorizing the Escrow Agent to distribute unless (i) firstany Claims are then pending, Escrowed Shares to the Shareholders’ Representative, for distribution to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and (ii) second, Escrowed Cash to SpinCo, so that after giving effect to any such distribution, there remains in the Escrow Fund a combination of Escrowed Shares and Escrowed Cash having aggregate value of $7,500,000, plus which case an amount equal to the aggregate dollar amount of such Claims (as shown in the Notices of such Claims) shall be retained by which Escrow Agent in the aggregate Indemnification Amount Escrow Fund (and the balance, if any, paid to Seller), or (ii) Purchaser has given notice to Seller and Escrow Agent specifying in reasonable detail (A) the nature of any pending Claims exceeds $3,000,000other claim it may have under Article XI of the Purchase Agreement with respect to which it is unable to specify the amount of Losses or potential Losses, with the Market Value or (B) of any Escrowed Shares outstanding Excluded Liability or Excluded Litigation with respect to which it is unable to specify the amount of Losses or potential Losses, in which case the entire Escrow Fund shall be determined as retained by Escrow Agent, in either case until it receives joint written instructions of the date Purchaser and Seller or a final, nonappealable order of Resolution of Transaction-Related Claims. For purposes of this Escrow Agreement, “Resolution of Transaction-Related Claims” shall mean that as of the 60th day after the date of this Escrow Agreement, no Transaction-Related Claims are pending or, if as of the 60th day after the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there has been a final judgment with no further right to appeal by a court of competent jurisdiction with respect to such Transaction-Related Claims and all the indemnification obligations related to such Transaction-Related Claims as set forth in the Merger Agreement have been satisfiedcontemplated by Section 3(b).

Termination of Escrow. a. Escrow Agent shall disburse all of the Escrow Funds to Buyer not earlier than 15 days or later than 20 days after receipt by Escrow Agent and Seller (a"Termination Waiting Period") On of a written certification from Buyer that the first Business Day following the date that is twenty-four (24) months after the Asset Purchase Agreement has been terminated without Closing (the “"Buyer's Termination Notice"); provided, however, that Escrow Release Date”), unless any Claims have previously been asserted by delivery of a Agent shall make no disbursement hereunder if Escrow Agent receives Seller's Claim Notice within the Termination Waiting Period, in which event Escrow Agent shall disburse the Escrow Funds only in accordance with Section 2(a(i) joint written instructions of Buyer and continue Seller or (ii) a final and nonappealable judgment, decree or order of a court of competent jurisdiction or a final and nonappealable arbitration award, adjudicating the dispute with respect to be Buyer's Termination Notice and Seller's Claim Notice. b. On the second anniversary of the Closing, Escrow Agent shall disburse the remaining Escrow Funds to Seller, unless (i) any claims pursuant to Buyer's Claim Notices are then pending, in which event any disbursement with respect to the Indemnification Amount of such Claim will be governed by Section 3(c), the Escrow Agent shall promptly disburse all Escrowed Shares in the Escrow Fund to the Shareholders’ Representative for distribution to the Former SICO Shareholders in accordance with their respective Pro Rata Percentages, and all Escrowed Cash in the Escrowed Fund to SpinCo. (b) Notwithstanding anything to the contrary in Section 3(a), if prior to the Escrow Release Date, there is a Resolution of Transaction-Related Claims, the Company and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent authorizing the Escrow Agent to distribute (i) first, Escrowed Shares to the Shareholders’ Representative, for distribution to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and (ii) second, Escrowed Cash to SpinCo, so that after giving effect to any such distribution, there remains in the Escrow Fund a combination of Escrowed Shares and Escrowed Cash having aggregate value of $7,500,000, plus case an amount equal to the aggregate dollar amount of such claims (as shown in Buyer's Claim Notices) shall be retained by which Escrow Agent and the aggregate Indemnification Amount balance disbursed to Seller or (ii) Buyer has given notice to Seller and Escrow Agent specifying in reasonable detail the nature of any pending Claims exceeds $3,000,000other claim it may have under the Asset Purchase Agreement with respect to which it is unable to specify the amount of damages, with in which case the Market Value of any Escrowed Shares to remaining Escrow Funds shall be determined as retained by Escrow Agent until it receives (i) joint written instructions of the date of Resolution of Transaction-Related Claims. For purposes of this Escrow Agreement, “Resolution of Transaction-Related Claims” shall mean that as of the 60th day after the date of this Escrow Agreement, no Transaction-Related Claims are pending or, if as of the 60th day after the date of this Escrow Agreement, one Buyer and Seller or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there has been (ii) a final judgment with no further right to appeal by and nonappealable judgment, decree or order of a court of competent jurisdiction with respect to such Transaction-Related Claims or a final and all nonappealable arbitration award, whereupon Escrow Agent shall disburse the indemnification obligations related to such Transaction-Related Claims Escrow Funds as set forth in the Merger Agreement have been satisfiedprovided therein.

Termination of Escrow. (a) On the first Business Day business day following the date that is twenty-four (24) 24 months after the Closing (the “Escrow Release Date”)) and subject to Section 3(b) of this Escrow Agreement, unless any Indemnification Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) and continue to be pending, in which event any disbursement with respect to the Indemnification Amount of such Claim will be governed by Section 3(c), the Escrow Agent shall promptly disburse all Escrowed Shares the shares of Company Common Stock in the Escrow Fund to the Shareholders’ Representative for distribution to the Former SICO Shareholders in accordance with their respective Pro Rata Percentages, and all Escrowed Cash in the Escrowed Fund to SpinCo. (b) Notwithstanding anything If any Indemnification Claims were asserted by delivery of a Claim Notice in accordance with Section 2(a) prior to the contrary Indemnity Termination Date with respect to such Indemnification Claims and such Indemnification Claims continue to be unresolved as of the Escrow Release Date (such Indemnification Claims, “Pending Claims”), the Escrow Agent shall disburse the shares of Company Common Stock in Section the Escrow Fund to the Former Shareholders in accordance with Secion 3(a); provided, if prior however, that the Escrow Agent shall exclude from such disbursement to each Former Shareholder, and shall continue to hold in the Escrow Fund hereunder, for each Former Shareholder, that number of such Former Shareholder’s shares of Common Stock (the “Indemnity Holdback Shares”) equal to the aggregate of (a) such Former Shareholder’s Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the Escrow Release Date equal to 120% of the aggregate Indemnification Amounts of all then Pending Claims (such aggregate amount, the “Indemnification Holdback Amount”); provided, however, that, any Former Shareholder may, within 10 business days of the Escrow Release Date, there is deliver to the Escrow Agent, cash (or with the approval of the Company not to be unreasonably withheld, a Resolution letter of Transaction-Related credit) in an amount equal to (a) such Former Shareholder’s Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the Escrow Release Date equal to 100% of the aggregate of the Indemnification Amounts of all such pending Indemnification Claims, in which case the Escrow Agent shall promptly disburse to such Former Shareholder all of the Indemnity Holdback Shares of such Former Shareholder. Any such cash (or letter of credit) deposited by a Former Shareholder in lieu of Indemnity Holdback Shares shall be referred to as such Former Shareholder’s “Escrow Assets.” After the Escrow Release Date, the Escrow Agent shall disburse or continue to hold in the Escrow Fund the Indemnity Holdback Shares or Escrow Assets of each Former Shareholder, as the case may be, in accordance with the provisions of Section 3(b) of this Escrow Agreement. (c) From and after the Escrow Release Date, each Pending Claim for which an Indemnification Amount was included in the Indemnification Holdback Amount, shall be treated as follows: (i) if a Counter Notice relating to such Pending Claim was not timely delivered by the Shareholders’ Representative, then the Escrow Agent shall promptly thereafter disburse to the Company, with respect to each Former Shareholder, (A) such number of such Former Shareholder’s Indemnity Holdback Shares having an aggregate Market Value (measured as of the date of the applicable Claim Notice) equal to, or (B) cash from such Former Shareholder’s Escrow Assets in an amount equal to such Former Shareholder’s Pro Rata Percentage of the Indemnification Amount included in the Indemnity Holdback Amount and claimed in the Claim Notice relating to such Pending Claim ; and (ii) if a Counter Notice relating to such Pending Claim was timely delivered by the Shareholders’ Representative, then the Escrow Agent shall thereafter either (A) disburse to the Company and each Former Shareholder, (x) such number of such Former Shareholder’s Indemnity Holdback Shares having an aggregate Market Value equal to, or (y) cash from such Former Shareholder’s Escrow Assets in an amount agreed by, and set forth in joint written instructions to the Escrow Agent from, the Company and the Shareholders’ Representative shall provide joint written instructions to (in which case, the Escrow Agent authorizing the Escrow Agent to distribute (i) first, Escrowed Shares to the Shareholders’ Representative, for distribution to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and (ii) second, Escrowed Cash to SpinCo, so date that after giving effect to any such distribution, there remains in the Escrow Fund a combination of Escrowed Shares and Escrowed Cash having aggregate value of $7,500,000, plus an amount equal to the amount by which the aggregate Indemnification Amount of any pending Claims exceeds $3,000,000, with the Market Value of any Escrowed the Indemnity Holdback Shares to shall be determined as of the date of Resolution of Transaction-Related Claims. For calculated for purposes of this paying the Pending Claims shall be specified in the joint instructions), or (B) disburse Indemnity Holdback Shares and/or cash from such Former Shareholder’s Escrow Agreement, “Resolution of Transaction-Related Claims” shall mean that as of the 60th day after the date of this Escrow Agreement, no Transaction-Related Claims are pending or, if as of the 60th day after the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there has been a Assets in accordance with any final judgment with no further right to appeal appeal, upon an award rendered with respect to the Pending Claim by a court of competent jurisdiction with respect (in which case the Market Value of any Indemnity Holdback Shares to be disbursed to the Company to pay the Pending Claims shall be calculated based on and as of the date of such Transaction-Related Claims final judgment). (d) In the event that PSS, his affiliates and any PSS Entities at any time become the beneficial owner of all of the outstanding shares of Company Common Stock during the term of this Agreement, the Shareholders’ Representative and the Company shall promptly deliver a joint written notice to the Escrow Agent, instructing the Escrow Agent to distribute to the Former Shareholders all the indemnification obligations related to such Transaction-Related Claims as set forth shares of Company Common Stock or Escrow Assets in the Merger Agreement have been satisfiedEscrow Fund, and the Escrow Agent shall act in accordance with such instructions and thereupon the Escrow Agent’s duties hereunder shall cease and this agreement automatically shall terminate.

Termination of Escrow. (a) On the first Business Day following Second Anniversary the date that is twenty-four (24) months after the Closing (the “Escrow Release Date”)Agent shall transfer to each Shareholder, unless any Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(athe Shareholder Percentages, a number of the Escrowed Amcast Shares then remaining in the Escrow Fund calculated as follows: the number of Escrowed Amcast Shares remaining in the Escrow Fund shall be multiplied by the Share Payment Price on the Second Anniversary; the resulting product in United States Dollars shall be reduced by the AMOUNT CALCULATED PURSUANT TO SECTION 9.2 (A) (II) (B) OF THE SHARE PURCHASE AGREEMENT; the resulting difference shall be divided by the Share Payment Price on such date, and continue to the resulting number of Escrowed Amcast Shares shall be pending, in which event any disbursement with respect transfered to the Indemnification Amount of such Claim will be governed by Section 3(c)Shareholders in accordance with the Shareholder Percentages. (b) On December 31, 2000, the Escrow Agent shall promptly disburse all transfer to each Shareholder, in accordance with the Shareholder Percentages, a number of the Escrowed Amcast Shares then remaining in the Escrow Fund, if any, calculated as follows: the number of Escrowed Amcast Shares remaining in the Escrow Fund shall be multiplied by the Share Payment Price on such date; the resulting product in United States Dollars, less the AMOUNT CALCULATED PURSUANT TO SECTION 9.2 (A) (II) (D) OF THE SHARE PURCHASE AGREEMENT; the resulting difference shall be divided by the Share Payment Price on such date, and the resulting number of Escrowed Amcast Shares shall be transfered to the Shareholders’ Representative for distribution to the Former SICO Shareholders in accordance with their respective Pro Rata the Shareholder Percentages, and all Escrowed Cash in the Escrowed Fund to SpinCo. (bc) Notwithstanding anything to the contrary in Section 3(a)On December 31, if prior to the Escrow Release Date2001, there is a Resolution of Transaction-Related Claims, the Company and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent authorizing shall transfer to each Shareholder, in accordance with the Shareholder Percentages, a number of the Escrowed Amcast Shares then remaining in the Escrow Agent to distribute Fund, if any, calculated as follows: the number of Escrowed Amcast Shares remaining in the Escrow Fund shall be multiplied by the Share Payment Price on such date; the resulting product in United States Dollars, less the AMOUNT CALCULATED PURSUANT TO SECTION 9.2 (iA) first(II) (E) OF THE SHARE PURCHASE AGREEMENT; the resulting difference shall be divided by the Share Payment Price on such date, and the 83 resulting number of Escrowed Amcast Shares shall be transfered to the Shareholders’ Representative, for distribution to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and the Shareholder Percentages (iid) second, Escrowed Cash Subject to SpinCo, so that after giving effect to any such distribution, there remains in the Escrow Fund a combination of Escrowed Shares and Escrowed Cash having aggregate value of $7,500,000, plus an amount equal to the amount by which the aggregate Indemnification Amount of any pending Claims exceeds $3,000,000, with the Market Value of any Escrowed Shares to be determined as of the date of Resolution of Transaction-Related Claims. For purposes Section 2.6(e) of this Escrow Agreement, “Resolution on the Termination Date this Escrow Agreement shall terminate and the Escrow Agent shall transfer to each Shareholder, in accordance with the Shareholder Percentages, the number of Transaction-Related Claims” shares then remaining, if any, in the Escrow Fund. (e) The Escrow Agent shall mean that deduct from any amounts otherwise payable to the Shareholders under Section 2.6(d) of this Escrow Agreement and shall retain, and this Escrow Agreement shall continue as to, any portion of the 60th day after Escrow Fund which is the date subject of an Escrow Claim Notice and as to which no final disposition has been made pursuant to Sections 2.4 or 2.5 of this Escrow Agreement until final disposition of all Escrow Claim Notices pursuant to Section 2.4 or 2.5 of this Escrow Agreement, no Transaction-Related Claims are pending or, if as of the 60th day after the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there has been a final judgment with no further right to appeal by a court of competent jurisdiction with respect to such Transaction-Related Claims and all the indemnification obligations related to such Transaction-Related Claims as set forth in the Merger Agreement have been satisfied.

Termination of Escrow. (a) On Subject to the first Business Day provisions of this Section 3, all Escrow Shares, Additional Shares and other assets held in the Escrow Fund shall be released from escrow and distributed to the 2000 Trust promptly following the fifth anniversary of the date that is twenty-four hereof; PROVIDED if any Claim (24as defined below) months after for which the Closing (Escrow Agent has received a Notice of Claim remains pending on the “Escrow Release Date”), unless any Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) and continue to be pending, in which event any disbursement with respect to the Indemnification Amount expiration of such Claim will be governed by Section 3(c)period, the Escrow Agent shall promptly disburse all Escrowed retain Escrow Shares, Additional Shares and other assets held in the Escrow Fund having a value equal to 200% of the amount of each such Claim to the Shareholders’ Representative for distribution to the Former SICO Shareholders in accordance with their respective Pro Rata Percentages, and all Escrowed Cash in the Escrowed Fund to SpinCo. (b) Notwithstanding anything to the contrary in Section 3(a), if prior to the Escrow Release Date, there is a Resolution of Transaction-Related Claims, the Company and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent authorizing the Escrow Agent to distribute (i) first, Escrowed Shares to the Shareholders’ Representative, for distribution to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and (ii) second, Escrowed Cash to SpinCo, so that after giving effect to any such distribution, there remains extent then currently available in the Escrow Fund a combination of Escrowed (the Escrow Shares and Escrowed Cash having aggregate value Additional Shares being valued for such purposes at the average closing price per share of $7,500,000, plus an amount equal to such securities as reported on the amount national securities exchange or inter-dealer quotation system maintained by a registered securities association upon which such securities are listed for the aggregate Indemnification Amount 10 trading days immediately preceding the date of any pending Claims exceeds $3,000,000, with the Market Value of any Escrowed Shares to be determined as fifth year anniversary of the date of Resolution of Transaction-Related Claims. For purposes hereof) until such Claim is resolved in accordance with the terms of this Escrow Agreement; FURTHER PROVIDED that if the Company has received a notice of any Tax (as defined in the Merger Agreement) deficiency, “Resolution assessment, investigation or audit for any period or portion of Transaction-Related Claims” a period prior to the Effective Time (as defined in the Merger Agreement) from a Governmental Authority (as defined in the Merger Agreement) or other taxing authority related to a Tax constituting Applicable Damages (a "TAX DISPUTE") and the Company has provided the Escrow Agent written notice of such Tax Dispute, the Escrow Agent shall mean that as retain Escrow Shares, Additional Shares and other assets held in the Escrow Fund having a value equal to 200% of the 60th day after amount of Tax involved in each such Tax Dispute to the extent then currently available in the Escrow Fund (the Escrow Shares and Additional Shares being valued for such purposes at the average closing price per share of such securities as reported on the national securities exchange or inter-dealer quotation system maintained by a registered securities association upon which such securities are listed for the 10 trading days immediately preceding the date of this Escrow Agreement, no Transaction-Related Claims are pending or, if as the fifth year anniversary of the 60th day after date hereof) until the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all Company provides written notice that such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there Tax Dispute has been a final judgment with no further right resolved (such period of time referred to appeal by a court of competent jurisdiction with respect to such Transaction-Related Claims and all herein as the indemnification obligations related to such Transaction-Related Claims as set forth "ESCROW PERIOD"), at which time any remaining assets in the Merger Agreement have been satisfiedEscrow Fund shall promptly be distributed to the 2000 Trust.

Termination of Escrow. As soon as possible but in no event later than the fifth (a5th) On the first Business Day business day following the date that is twenty-four expiration of the Survival Period (24or, if later, the fifth (5th) months business day after receiving joint written instructions from the Closing (the “Escrow Release Date”), unless any Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) and continue to be pending, in which event any disbursement with respect to the Indemnification Amount of such Claim will be governed by Section 3(cStockholders), the Escrow Agent shall promptly disburse all Escrowed Shares in distribute the then amount of the Escrow Fund to the Shareholders’ Representative for distribution Stockholders pursuant to the Former SICO Shareholders in accordance with their respective Pro Rata Percentages, and all Escrowed Cash in the Escrowed Fund to SpinCo. (b) Notwithstanding anything to the contrary in Section 3(a), if prior to the Escrow Release Date, there is a Resolution of Transaction-Related Claims, the Company and the Shareholders’ Representative shall provide joint written instructions from the Stockholders (which shall include instructions as to the allocation among the Stockholders and necessary registration and delivery instructions), unless (i) if any Claims are then pending, the amount (if any) by which the Escrow Fund exceeds Quest's reasonable good faith estimate of its maximum exposure to Losses (as defined in the Merger Agreement) with respect to then-pending Claims shall be retained by the Escrow Agent authorizing in escrow, provided that with respect to Claims based upon Section 12(a)(iii) of the Merger Agreement, the aggregate remaining amount of the Second Threshold Amount (as defined in the Merger Agreement) (after deducting applicable Losses against the initial Second Threshold Amount) shall be deducted from such estimate of its maximum exposure to Losses or (ii) QuadraMed has given written notice to the Stockholders and the Escrow Agent specifying in reasonable detail the nature of any other Claim they may have under Article XII of the Merger Agreement with respect to distribute (i) firstwhich they are unable to specify the amount of any claims, Escrowed Shares demands, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, legal fees and expenses, but as to which QuadraMed sets forth therein a good faith estimate of the Shareholders’ Representativereasonably foreseeable maximum amount of such Claim, for distribution to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and (ii) second, Escrowed Cash to SpinCo, so that after giving effect to any such distribution, there remains in which case an amount of the Escrow Fund a combination of Escrowed Shares and Escrowed Cash having aggregate value of $7,500,000, plus an amount equal to the amount by which the aggregate Indemnification Amount of any pending Claims exceeds $3,000,000, with the Market Value of any Escrowed Shares to be determined as QuadraMed's good faith estimate of the date reasonably foreseeable maximum amount of Resolution of Transaction-Related Claims. For purposes of this Escrow Agreement, “Resolution of Transaction-Related Claims” such Claim (as set forth in such notice) shall mean that as of the 60th day after the date of this Escrow Agreement, no Transaction-Related Claims are pending or, if as of the 60th day after the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled be retained by the applicable parties thereto Escrow Agent, in either case until it receives joint written instructions of QuadraMed and the Stockholders or there has been a final judgment with no further right to appeal by non-appealable order of a court of competent jurisdiction pursuant to Section 13 below (the aggregate amount of any such Claims as described in clauses (i) or (ii) above being referred to herein as the "Aggregate Survival Period Pending Claims"), in each case to the extent of the remaining Escrow Fund. As among each of QuadraMed and the Stockholders, it is agreed that any such pending Claim (as described in clause (i) or (ii) of the preceding sentence) that upon the expiration of the Survival Period is not the subject of written correspondence threatening or actual commencement of litigation, arbitration or other proceeding shall be deemed resolved (a "Resolved Claim") and no amount shall be included in the Aggregate Survival Period Pending Claims with respect to such Transaction-Related Claims and all the indemnification obligations related claims. Any such distribution or payment to such Transaction-Related Claims as set forth be made pursuant to this Section 4 shall be made in the Merger Agreement manner contemplated by Section 2 above. The Escrow Agent shall have been satisfiedno duty to calculate the amount of shares with an aggregate Fair Market Value equal to the aggregate dollar amount of any Claims, but may rely conclusively upon the specifications of such amounts by the other parties hereto in their written requests and instructions.

Termination of Escrow. (a) On the first Business Day business day following the date that is twenty-four (24) 24 months after the Closing (the “"ESCROW RELEASE DATE") and subject to Section 3(b) of this Escrow Release Date”)Agreement, unless any Indemnification Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) and continue to be pending, in which event any disbursement with respect to the Indemnification Amount of such Claim will be governed by Section 3(c), the Escrow Agent shall promptly disburse all Escrowed Shares the shares of Company Common Stock in the Escrow Fund to the Shareholders’ Representative for distribution to the Former SICO Shareholders in accordance with their respective Pro Rata Percentages, and all Escrowed Cash in the Escrowed Fund to SpinCo. (b) Notwithstanding anything If any Indemnification Claims were asserted by delivery of a Claim Notice in accordance with Section 2(a) prior to the contrary Indemnity Termination Date with respect to such Indemnification Claims and such Indemnification Claims continue to be unresolved as of the Escrow Release Date (such Indemnification Claims, "PENDING CLAIMS"), the Escrow Agent shall disburse the shares of Company Common Stock in Section the Escrow Fund to the Former Shareholders in accordance with Secion 3(a); provided, if prior however, that the Escrow Agent shall exclude from such disbursement to each Former Shareholder, and shall continue to hold in the Escrow Fund hereunder, for each Former Shareholder, that number of such Former Shareholder's shares of Common Stock (the "INDEMNITY HOLDBACK SHARES") equal to the aggregate of (a) such Former Shareholder's Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the Escrow Release Date equal to 120% of the aggregate Indemnification Amounts of all then Pending Claims (such aggregate amount, the "INDEMNIFICATION HOLDBACK AMOUNT"); provided, however, that, any Former Shareholder may, within 10 business days of the Escrow Release Date, there is deliver to the Escrow Agent, cash (or with the approval of the Company not to be unreasonably withheld, a Resolution letter of Transaction-Related credit) in an amount equal to (a) such Former Shareholder's Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the Escrow Release Date equal to 100% of the aggregate of the Indemnification Amounts of all such pending Indemnification Claims, in which case the Escrow Agent shall promptly disburse to such Former Shareholder all of the Indemnity Holdback Shares of such Former Shareholder. Any such cash (or letter of credit) deposited by a Former Shareholder in lieu of Indemnity Holdback Shares shall be referred to as such Former Shareholder's "ESCROW ASSETS." After the Escrow Release Date, the Escrow Agent shall disburse or continue to hold in the Escrow Fund the Indemnity Holdback Shares or Escrow Assets of each Former Shareholder, as the case may be, in accordance with the provisions of Section 3(b) of this Escrow Agreement. (c) From and after the Escrow Release Date, each Pending Claim for which an Indemnification Amount was included in the Indemnification Holdback Amount, shall be treated as follows: (i) if a Counter Notice relating to such Pending Claim was not timely delivered by the Shareholders' Representative, then the Escrow Agent shall promptly thereafter disburse to the Company, with respect to each Former Shareholder, (A) such number of such Former Shareholder's Indemnity Holdback Shares having an aggregate Market Value (measured as of the date of the applicable Claim Notice) equal to, or (B) cash from such Former Shareholder's Escrow Assets in an amount equal to such Former Shareholder's Pro Rata Percentage of the Indemnification Amount included in the Indemnity Holdback Amount and claimed in the Claim Notice relating to such Pending Claim ; and (ii) if a Counter Notice relating to such Pending Claim was timely delivered by the Shareholders' Representative, then the Escrow Agent shall thereafter either (A) disburse to the Company and the Shareholders’ Representative shall provide each Former Shareholder, (x) such number of such Former Shareholder's Indemnity Holdback Shares having an aggregate Market Value equal to, or (y) cash from such Former Shareholder's Escrow Assets in an amount agreed by, and set forth in joint written instructions to the Escrow Agent authorizing from, the Escrow Agent to distribute (i) first, Escrowed Shares to Company and the Shareholders’ Representative' Representative (in which case, for distribution to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and (ii) second, Escrowed Cash to SpinCo, so date that after giving effect to any such distribution, there remains in the Escrow Fund a combination of Escrowed Shares and Escrowed Cash having aggregate value of $7,500,000, plus an amount equal to the amount by which the aggregate Indemnification Amount of any pending Claims exceeds $3,000,000, with the Market Value of any Escrowed the Indemnity Holdback Shares to shall be determined as of the date of Resolution of Transaction-Related Claims. For calculated for purposes of this paying the Pending Claims shall be specified in the joint instructions), or (B) disburse Indemnity Holdback Shares and/or cash from such Former Shareholder's Escrow Agreement, “Resolution of Transaction-Related Claims” shall mean that as of the 60th day after the date of this Escrow Agreement, no Transaction-Related Claims are pending or, if as of the 60th day after the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there has been a Assets in accordance with any final judgment with no further right to appeal appeal, upon an award rendered with respect to the Pending Claim by a court of competent jurisdiction with respect (in which case the Market Value of any Indemnity Holdback Shares to be disbursed to the Company to pay the Pending Claims shall be calculated based on and as of the date of such Transaction-Related Claims final judgment). (d) In the event that PSS, his affiliates and any PSS Entities at any time become the beneficial owner of all of the outstanding shares of Company Common Stock during the term of this Agreement, the Shareholders' Representative and the Company shall promptly deliver a joint written notice to the Escrow Agent, instructing the Escrow Agent to distribute to the Former Shareholders all the indemnification obligations related to such Transaction-Related Claims as set forth shares of Company Common Stock or Escrow Assets in the Merger Agreement have been satisfiedEscrow Fund, and the Escrow Agent shall act in accordance with such instructions and thereupon the Escrow Agent's duties hereunder shall cease and this agreement automatically shall terminate.

Termination of Escrow. (a) On the first Business Day business day following the date that is twenty-four (24) 24 months after the Closing (the “Escrow Release Date”)) and subject to Section 3(b) of this Escrow Agreement, unless any Indemnification Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) and continue to be pending, in which event any disbursement with respect to the Indemnification Amount of such Claim will be governed by Section 3(c), the Escrow Agent shall promptly disburse all Escrowed Shares the shares of Company Common Stock in the Escrow Fund to the Shareholders’ Representative for distribution to the Former SICO Shareholders in accordance with their respective Pro Rata Percentages, and all Escrowed Cash in the Escrowed Fund to SpinCo. (b) Notwithstanding anything If any Indemnification Claims were asserted by delivery of a Claim Notice in accordance with Section 2(a) prior to the contrary Indemnity Termination Date with respect to such Indemnification Claims and such Indemnification Claims continue to be unresolved as of the Escrow Release Date (such Indemnification Claims, “Pending Claims”), the Escrow Agent shall disburse the shares of Company Common Stock in the Escrow Fund to the Former Shareholders in accordance with Section 3(a); provided, if prior however, that the Escrow Agent shall exclude from such disbursement to each Former Shareholder, and shall continue to hold in the Escrow Fund hereunder, for each Former Shareholder, that number of such Former Shareholder’s shares of Common Stock (the “Indemnity Holdback Shares”) equal to the aggregate of (a) such Former Shareholder’s Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the Escrow Release Date equal to 120% of the aggregate Indemnification Amounts of all then Pending Claims (such aggregate amount, the “Indemnification Holdback Amount”); provided, however, that, any Former Shareholder may, within 10 business days of the Escrow Release Date, there is deliver to the Escrow Agent, cash (or with the approval of the Company not to be unreasonably withheld, a Resolution letter of Transaction-Related credit) in an amount equal to (a) such Former Shareholder’s Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the Escrow Release Date equal to 100% of the aggregate of the Indemnification Amounts of all such pending Indemnification Claims, in which case the Escrow Agent shall promptly disburse to such Former Shareholder all of the Indemnity Holdback Shares of such Former Shareholder. Any such cash (or letter of credit) deposited by a Former Shareholder in lieu of Indemnity Holdback Shares shall be referred to as such Former Shareholder’s “Escrow Assets.” After the Escrow Release Date, the Escrow Agent shall disburse or continue to hold in the Escrow Fund the Indemnity Holdback Shares or Escrow Assets of each Former Shareholder, as the case may be, in accordance with the provisions of Section 3(b) of this Escrow Agreement. (c) From and after the Escrow Release Date, each Pending Claim for which an Indemnification Amount was included in the Indemnification Holdback Amount, shall be treated as follows: (i) if a Counter Notice relating to such Pending Claim was not timely delivered by the Shareholders’ Representative, then the Escrow Agent shall promptly thereafter disburse to the Company, with respect to each Former Shareholder, (A) such number of such Former Shareholder’s Indemnity Holdback Shares having an aggregate Market Value (measured as of the date of the applicable Claim Notice) equal to, or (B) cash from such Former Shareholder’s Escrow Assets in an amount equal to such Former Shareholder’s Pro Rata Percentage of the Indemnification Amount included in the Indemnity Holdback Amount and claimed in the Claim Notice relating to such Pending Claim ; and (ii) if a Counter Notice relating to such Pending Claim was timely delivered by the Shareholders’ Representative, then the Escrow Agent shall thereafter either (A) disburse to the Company and each Former Shareholder, (x) such number of such Former Shareholder’s Indemnity Holdback Shares having an aggregate Market Value equal to, or (y) cash from such Former Shareholder’s Escrow Assets in an amount agreed by, and set forth in joint written instructions to the Escrow Agent from, the Company and the Shareholders’ Representative shall provide joint written instructions to (in which case, the Escrow Agent authorizing the Escrow Agent to distribute (i) first, Escrowed Shares to the Shareholders’ Representative, for distribution to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and (ii) second, Escrowed Cash to SpinCo, so date that after giving effect to any such distribution, there remains in the Escrow Fund a combination of Escrowed Shares and Escrowed Cash having aggregate value of $7,500,000, plus an amount equal to the amount by which the aggregate Indemnification Amount of any pending Claims exceeds $3,000,000, with the Market Value of any Escrowed the Indemnity Holdback Shares to shall be determined as of the date of Resolution of Transaction-Related Claims. For calculated for purposes of this paying the Pending Claims shall be specified in the joint instructions), or (B) disburse Indemnity Holdback Shares and/or cash from such Former Shareholder’s Escrow Agreement, “Resolution of Transaction-Related Claims” shall mean that as of the 60th day after the date of this Escrow Agreement, no Transaction-Related Claims are pending or, if as of the 60th day after the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there has been a Assets in accordance with any final judgment with no further right to appeal appeal, upon an award rendered with respect to the Pending Claim by a court of competent jurisdiction with respect (in which case the Market Value of any Indemnity Holdback Shares to be disbursed to the Company to pay the Pending Claims shall be calculated based on and as of the date of such Transaction-Related Claims final judgment). (d) In the event that PSS, his affiliates and any PSS Entities at any time become the beneficial owner of all of the outstanding shares of Company Common Stock during the term of this Agreement, the Shareholders’ Representative and the Company shall promptly deliver a joint written notice to the Escrow Agent, instructing the Escrow Agent to distribute to the Former Shareholders all the indemnification obligations related to such Transaction-Related Claims as set forth shares of Company Common Stock or Escrow Assets in the Merger Agreement have been satisfiedEscrow Fund, and the Escrow Agent shall act in accordance with such instructions and thereupon the Escrow Agent’s duties hereunder shall cease and this agreement automatically shall terminate.

Termination of Escrow. (a) On the first Business Day second business day following the date that is twenty-four (24Indemnity Termination Date and subject to Section 4(c) months after the Closing (the “of this Escrow Release Date”)Agreement, unless any Claims have previously been asserted by delivery of a Claim Notice in accordance with under Section 2(a) and continue to be pending, in which event any disbursement with respect to the Indemnification Amount of such Claim will be governed by Section 3(c), the Escrow Agent shall promptly disburse all Escrowed Shares the shares of Parent Common Stock in the Escrow Fund to the ShareholdersStockholders’ Representative for distribution (on behalf of the Former Stockholders). If, as of the Indemnity Termination Date, any Claims have previously been asserted by delivery of a Notice under Section 2(a) prior to the Indemnity Termination Date and then continue to be pending, Escrow Agent shall disburse the shares of Parent Common Stock in the Indemnity Fund to the Stockholders’ Representative (to be distributed to the Former SICO Shareholders Stockholders); provided, however, that Escrow Agent shall exclude from such disbursement to the Stockholders’ Representative (on behalf of the Former Stockholders), and shall continue to hold in the Indemnity Fund hereunder, such number of shares of Parent Common Stock having an aggregate value equal to the maximum amount of all such pending Claims under Section 2(a) (as shown in the Notices relating to such Claims, the “Indemnity Holdback Amount”). Escrow Agent will thereafter disburse or continue to hold as the Indemnity Fund the Indemnity Holdback Amount in accordance with their respective Pro Rata Percentages, and all Escrowed Cash in the Escrowed Fund to SpinCoprovisions of Section 3(b) of this Escrow Agreement. (b) Notwithstanding anything to From and after the contrary in Section 3(a)Indemnity Termination Date, if each Claim that has been previously asserted prior to the Escrow Release DateIndemnity Termination Date by delivery of a Notice under Section 2(a) and continues to be pending on the Indemnity Termination Date (“Pending Claims”), there is a Resolution of Transaction-Related Claimsand for which an amount was included in the Indemnity Holdback Amount, the Company and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent authorizing the Escrow Agent to distribute be treated as follows: (i) first, Escrowed Shares if a Counter Notice relating to such Pending Claim was not delivered by the Stockholders’ Representative prior to the ShareholdersIndemnity Termination Date and is not delivered by the Stockholders’ RepresentativeRepresentative within the applicable period following receipt by Escrow Agent and the Stockholders’ Representative of the Notice relating to such Pending Claim, for distribution then Escrow Agent shall promptly thereafter deliver to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and (ii) second, Escrowed Cash to SpinCo, so that after giving effect to any Parent such distribution, there remains in the Escrow Fund a combination number of Escrowed Shares and Escrowed Cash shares of Parent Common Stock having an aggregate value of $7,500,000, plus an amount equal to the amount claimed in the Notice relating to such Pending Claim from the Indemnity Holdback Amount; and (ii) if a Counter Notice relating to such Pending Claim was delivered by which the aggregate Indemnification Amount Stockholders’ Representative prior to the Indemnity Termination Date or is delivered by the Stockholders’ Representative within the applicable period following receipt by Escrow Agent and the Stockholders’ Representative of any pending Claims exceeds $3,000,000the Notice relating to such Pending Claim, then Escrow Agent shall disburse the shares of Parent Common Stock in the Indemnity Fund in accordance with the Market Value provisions of Section 2(b) of this Escrow Agreement. (c) Notwithstanding any Escrowed Shares obligation to be determined as of distribute to the date of Resolution of Transaction-Related Claims. For purposes Former Stockholders under other provisions of this Escrow Agreement, “Resolution of Transaction-Related Claims” shall mean that the Stockholders’ Representative, may retain, and not distribute, such funds in the Expense Fund, as of it may reasonably determine, to fulfill the 60th day after Stockholders’ Representative’s obligations as the date of Stockholders’ Representative under the Agreement and this Escrow Agreement, no Transaction-Related Claims are pending orincluding, if without limitation, such funds as of the 60th day after the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there has been a final judgment with no further right it reasonably determines may be necessary to appeal by a court of competent jurisdiction with respect to such Transaction-Related cover any Claims and all the indemnification obligations related to such Transaction-Related Claims as set forth in the Merger Agreement have been satisfiedfees and expenses.

Termination of Escrow. (a) On If there shall be a Net Book Value Increase, the first Business Day following escrow shall terminate on the Determination Date. If there shall be a Net Book Value Shortfall, the escrow shall terminate on the date that is twenty-four (24) months after on which the Closing (Purchaser shall have been paid the “Escrow Release Date”)Amount. If there shall be a Net Book Value Difference, unless any Claims the escrow shall terminate on the date on which the Purchaser shall have previously been asserted by delivery paid out of a Claim Notice in accordance with Section 2(a) and continue to be pending, in which event any disbursement with respect the Escrow Amount an amount equal to the Indemnification lesser of (i) the Escrow Amount or (ii) such Net Book Value Difference, as the case may be. In any such event, any interest earned on the Escrow Amount shall be paid to the Purchaser and the Sellers, pro rata according to the percentage of such Claim will be governed by Section 3(c)the Escrow Amount payable to them as set forth in a joint written notice from the Purchaser and the Sellers Representative to the Escrow Agent. (b) Upon termination of the escrow, the Escrow Agent shall promptly disburse all Escrowed Shares distribute to each Seller, Equity Award Unit Holder and Option Holder a portion of the Escrow Amount remaining in the Escrow Fund escrow account (after any disbursements required to be made to Purchaser pursuant to Section 1.05(a) above) based on the Shareholders’ Representative for distribution to the Former SICO Shareholders in accordance with percentage set forth opposite their respective Pro Rata Percentages, and all Escrowed Cash in the Escrowed Fund to SpinConames on Exhibit A hereto. (bc) Notwithstanding anything Any cash funds to be disbursed by the Escrow Agent shall be sent by wire transfer of immediately available funds to the contrary in Section 3(a)account or accounts designated by each Seller, if Equity Award Unit Holder and Option Holder or Purchaser, as the case may be, not less than two business days prior to the termination of the escrow. If no such wire transfer instructions are provided, any cash funds to be disbursed by the Escrow Release DateAgent will be disbursed by official bank or cashier's check made payable to such party and sent by overnight courier to such party's address as listed in the Stock Purchase Agreement, there is a Resolution of Transaction-Related Claims, the Company and the Shareholders’ Representative shall provide joint written instructions unless other arrangements reasonably satisfactory to the Escrow Agent authorizing the Escrow Agent to distribute (i) first, Escrowed Shares to the Shareholders’ Representative, for distribution to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and (ii) second, Escrowed Cash to SpinCo, so that after giving effect to any such distribution, there remains in the Escrow Fund a combination of Escrowed Shares and Escrowed Cash having aggregate value of $7,500,000, plus an amount equal to the amount by which the aggregate Indemnification Amount of any pending Claims exceeds $3,000,000, with the Market Value of any Escrowed Shares to be determined as of the date of Resolution of Transaction-Related Claims. For purposes of this Escrow Agreement, “Resolution of Transaction-Related Claims” shall mean that as of the 60th day after the date of this Escrow Agreement, no Transaction-Related Claims are pending or, if as of the 60th day after the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there has been a final judgment with no further right to appeal by a court of competent jurisdiction with respect to such Transaction-Related Claims and all the indemnification obligations related to such Transaction-Related Claims as set forth in the Merger Agreement have been satisfiedmade.