Common use of Contingent Consideration Escrow Clause in Contracts

Contingent Consideration Escrow. At Closing, the Buyer shall deposit (the “Contingent Consideration Escrow Deposit”) a number of Consideration Shares equal to US$500,000 divided by the Average Closing Price to the Escrow Agent, which deposit shall be held by the Escrow Agent in a sub-escrow account (the “Contingent Consideration Escrow Sub-Account”) in accordance with the Escrow Agreement, with instructions to the Escrow Agent to deliver them to the Sellers, in the proportions set opposite their respective names in Schedule 1, or to the Buyer, as applicable, in accordance with the following: (i) On the date that is 45 Business Days after the receipt by Buyer of the audited financial statement from Ernst & Young, LLP (“Ernst & Young”), or the Buyer’s then current auditor, of the combined operations of Buyer and the Company for the fiscal year-ending December 31, 2005 (the “2005 Audit Date”), the Escrow Agent shall release 100% of the Consideration Shares held by the Escrow Agent in the Contingent Consideration Escrow Sub-Account, provided that the Escrow Agent has not received from the Buyer a Buyer Escrow Claim Notice before the 2005 Audit Date. (ii) If, by contrast, the Escrow Agent receives from the Buyer one or more Buyer Escrow Claim Notices before the 2005 Audit Date, the Escrow Agent (A) shall (1) continue holding in escrow, after the 2005 Audit Date, an amount of the Consideration Shares equal to the total amount of the claims stated in such Buyer Escrow Claim Notices divided by the Average Closing Price, until the Final Resolution of such claims, (2) promptly notify once a year the Sellers’ Agent and the Buyer of such continuous holding, and (B) on the 2005 Audit Date, shall forthwith release and deliver to the Sellers a number of Consideration Shares equal to 100% of the Consideration Shares held by the Escrow Agent in the Contingent Consideration Escrow Sub-Account less an amount equal to the total amount of the claims stated in the Buyer’s Escrow Claim Notices divided by the Average Closing Price, and (C) upon a Final Resolution of any such claim, shall forthwith distribute and deliver to the Sellers or Buyer, as applicable, a number of Consideration Shares still held in the Contingent Consideration Escrow Sub-Account, in accordance with the following: A. If an outstanding claim stated in such Buyer Escrow Claim Notices is resolved by mutual agreement of Sellers’ Agent and Buyer, then upon receipt of joint written instructions from Sellers’ Agent and Buyer, the Escrow Agent shall make such releases and deliveries in accordance with such written instructions; or B. If, by contrast, such outstanding claim stated in such Buyer Escrow Claim Notices is resolved pursuant to Final Resolution in accordance with the provisions of the Agreement or in the event of a third-party action, then upon receipt of a written certificate from either Sellers’ Agent or Buyer (with a copy to Buyer, in the case of a certificate by Sellers’ Agent, or to Sellers’ Agent, in the case of a certificate by Buyer) stating that the claim in question has been finally resolved and attaching thereto a copy of the Final Resolution, then the Escrow Agent shall release and deliver that number of Consideration Shares equal to the amount of such claim stated in the relevant Buyer’s Escrow Claim Notice, as awarded to the Sellers or the Buyer, as applicable, divided by Average Closing Price, to either the Sellers or the Buyer, as applicable.

Contingent Consideration Escrow. At Closing, the Buyer shall deposit (the “Contingent Consideration "Third Escrow Deposit”") a number of Consideration Shares equal to US$500,000 divided by the Average Closing Price to the Escrow Agent, which deposit shall be held by the Escrow Agent in a sub-escrow account (the “Contingent Consideration "Third Escrow Sub-Account”") in accordance with the Escrow Agreement, with instructions to the Escrow Agent to deliver them to the Sellers, in the proportions set opposite their respective names in Schedule 1, or to the Buyer, as applicable, in accordance with the following: (i) On the date that is 45 Business Days after the receipt by Buyer of the audited financial statement from Ernst & Young, LLP (“"Ernst & Young”"), or the Buyer’s 's then current auditor, of the combined operations of Buyer and the Company for the fiscal year-ending December 31, 2005 (the “"2005 Audit Date”"), the Escrow Agent shall release 100% of the Consideration Shares held by the Escrow Agent in the Contingent Consideration Third Escrow Sub-Account, provided that the Escrow Agent has not received from the Buyer a Buyer Escrow Claim Notice before the 2005 Audit Date. (ii) If, by contrast, the Escrow Agent receives from the Buyer one or more Buyer Escrow Claim Notices before the 2005 Audit Date, the Escrow Agent (A) shall (1) continue holding in escrow, after the 2005 Audit Date, an amount of the Consideration Shares equal to the total amount of the claims stated in such Buyer Escrow Claim Notices divided by the Average Closing Price, until the Final Resolution of such claims, (2) promptly notify once a year the Sellers’ Agent ' Agents and the Buyer of such continuous holding, and (B) on the 2005 Audit Date, shall forthwith release and deliver to the Sellers a number of Consideration Shares equal to 100% of the Consideration Shares held by the Escrow Agent in the Contingent Consideration Third Escrow Sub-Account less an amount equal to the total amount of the claims stated in the Buyer’s 's Escrow Claim Notices divided by the Average Closing Price, and (C) upon a Final Resolution of any such claim, shall forthwith distribute and deliver to the Sellers or Buyer, as applicable, a number of Consideration Shares still held in the Contingent Consideration Third Escrow Sub-Account, in accordance with the following: A. If an outstanding claim stated in such Buyer Escrow Claim Notices is resolved by mutual agreement of Sellers’ Agent ' Agents and Buyer, then upon receipt of joint written instructions from Sellers’ Agent ' Agents and Buyer, the Escrow Agent shall make such releases and deliveries in accordance with such written instructions; or B. If, by contrast, such outstanding claim stated in such Buyer Escrow Claim Notices is resolved pursuant to Final Resolution in accordance with the provisions of the Agreement or in the event of a third-party action, then upon receipt of a written certificate from either Sellers’ Agent ' Agents or Buyer (with a copy to Buyer, in the case of a certificate by Sellers’ Agent' Agents, or to Sellers’ Agent' Agents, in the case of a certificate by Buyer) stating that the claim in question has been finally resolved and attaching thereto a copy of the Final Resolution, then the Escrow Agent shall release and deliver that number of Consideration Shares equal to the amount of such claim stated in the relevant Buyer’s 's Escrow Claim Notice, as awarded to the Sellers or the Buyer, as applicable, divided by Average Closing Price, to either the Sellers or the Buyer, as applicable.