Common use of Distribution of the Escrow Fund Clause in Contracts

Distribution of the Escrow Fund. No later than five (5) days following the date which is one hundred and twenty (120) days following the Closing Date (the “Termination Date”), the Escrow Agent shall pay and distribute to Seller, subject to the remaining terms of this Section 5(b), all of the Escrow Fund (including all interest earned thereon) pursuant to wire instructions provided by Seller. Notwithstanding the foregoing, if Buyer has previously delivered to the Escrow Agent a Project Claim Notice and no disbursement of the Escrow Fund was made prior to the Termination Date in accordance with such Project Claim Notice pursuant to Section 5(a)(i) or 5(a)(ii), the Escrow Agent shall retain in the Escrow Fund after the Termination Date an amount equal to the amount of Project Claimed Adjustment covered by such Project Claim Notice. Any funds so retained in escrow shall be disbursed only in accordance with the terms of Sections 5(a)(i) or 5(a)(iii) hereof. Notwithstanding the foregoing, in the event that Seller delivers a Project Objection Notice and Buyer fails to deliver a notice to the Arbitrator requesting the commencement of arbitration proceedings (the “Commencement Notice”) within fourteen (14) days following the termination of the fourteen (14) day period described in Section 5(a) hereof, Seller shall so notify the Escrow Agent (“Notice of Failure to Submit”) who shall deliver a copy of the Notice of Failure to Submit to Buyer. Should Buyer fail to execute and deliver to the Escrow Agent within three (3) days of delivery of the copy of the Notice of Failure to Submit, an affidavit stating that it has delivered to the Arbitrator the Commencement Notice within the fourteen (14) day period described in the preceding sentence, the Escrow Agent shall pay and distribute to Seller the Escrow Fund (including all interest earned thereon), pursuant to wire instructions provided by Seller, as if no Project Claim Notice had been filed.

Distribution of the Escrow Fund. No later than On or prior to the date that is five (5) days following Business Days after the date which is one hundred Expiration Date, Acquiror and twenty (120) days following the Closing Date (the “Termination Date”), the Escrow Agent Securityholder Representative shall pay and distribute to Seller, subject to the remaining terms of this Section 5(b), all of the Escrow Fund (including all interest earned thereon) pursuant to wire instructions provided by Seller. Notwithstanding the foregoing, if Buyer has previously delivered deliver to the Escrow Agent a Project Claim Notice and no disbursement of joint written instruction to release from the Escrow Fund was made to the Paying Agent (for further distribution to the Indemnifying Parties) that amount of cash equal to (a) the cash then-remaining in the Escrow Fund, less (b) any amount of interest or other income due and payable to Acquiror under the Escrow Agreement but not yet paid (which shall be distributed to Acquiror), less (c) the aggregate amount of cash that Acquiror determines (acting reasonably) is necessary to serve as security for pending claims specified in Claim Notices duly delivered prior to the Termination end of the Expiration Date in accordance with such Project Claim Notice pursuant that have not been resolved prior to Section 5(a)(i) or 5(a)(iithe Expiration Date (the “Escrow Release Amount”), and the Escrow Paying Agent shall retain in pay or cause to be paid to the Indemnifying Parties their respective Pro Rata Portion of any cash so released from the Escrow Fund after using the Termination Date an amount equal same payment method used to pay the amount of Project Claimed Adjustment covered by Merger Consideration to such Project Claim Notice. Any funds so retained in escrow shall be disbursed only Indemnifying Party at the Closing and in accordance with the terms of Sections 5(a)(i) or 5(a)(iii) hereofthe Escrow Agreement, unless notified in writing by the Securityholder Representative of an alternative payment method prior to the Expiration Date. Notwithstanding Upon the foregoing, resolution of all pending claims for which a portion of the Escrow Fund was withheld and retained in the event that Seller delivers a Project Objection Notice Escrow Fund, and Buyer fails to deliver a notice after any distributions from the Escrow Fund to the Arbitrator requesting Indemnified Parties in accordance with this Article IX, Acquiror and the commencement of arbitration proceedings (the “Commencement Notice”) within fourteen (14) days following the termination of the fourteen (14) day period described in Section 5(a) hereof, Seller Securityholder Representative shall so notify the Escrow Agent (“Notice of Failure to Submit”) who shall deliver a copy of the Notice of Failure to Submit to Buyer. Should Buyer fail to execute and deliver to the Escrow Agent within three (3) days of delivery of a joint written instruction to release from the copy of the Notice of Failure to Submit, an affidavit stating that it has delivered Escrow Fund to the Arbitrator Paying Agent (for further distribution to the Commencement Notice within Indemnifying Parties) that amount of cash equal to (x) the fourteen (14) day period described cash then-remaining in the preceding sentenceEscrow Fund, less (y) any amount of interest or other income due and payable to Acquiror under the Escrow Agreement but not yet paid (which shall be distributed to Acquiror), and the Paying Agent shall pay and distribute or cause to Seller be paid to the Indemnifying Parties their respective Pro Rata Portion of any cash so released from the Escrow Fund (including all interest earned thereon)using the same payment method used to pay the Merger Consideration to such Indemnifying Party at the Closing and in accordance with the terms of the Escrow Agreement, pursuant unless notified in writing by the Securityholder Representative of an alternative payment method prior to wire instructions provided by Seller, as if no Project Claim Notice had been filedthe Expiration Date.

Distribution of the Escrow Fund. No later than five Subject to the terms of this Escrow Agreement: (5i) ninety (90) days following the date which is one hundred and twenty (120) days following after the Closing Date and at the end of each of the next eleven (the 11) ninety (90) day periods thereafter (each an “Termination Escrowed Cash Distribution Date”), the Escrow Agent shall pay and distribute to Seller, subject to each Eligible Target Shareholder the remaining terms of this Section 5(bproduct (1) one twelfth (1/12), all (2) the relevant Target Shareholder’s Total Percentage (as set forth on Schedule 3) and (3) the Total Deferred Cash Merger Consideration, (ii) on each anniversary of the Escrow Fund Closing Date (including all interest earned thereonup to, and including, the fifth (5th) pursuant to wire instructions provided by Seller. Notwithstanding the foregoing, if Buyer has previously delivered to the Escrow Agent a Project Claim Notice and no disbursement anniversary of the Escrow Fund was made prior to the Termination Date in accordance with such Project Claim Notice pursuant to Section 5(a)(i) or 5(a)(iiClosing Date), the Escrow Agent shall retain distribute to each Eligible Target Shareholder, a number of shares of Escrowed TIGroup Common Stock equal to the product (1) fifteen percent (15%), (2) the number of shares of Escrowed TIGroup Common Stock that are allocable to such Target Shareholder (as set forth on Schedule 3); provided, however, that (x) the Escrow Fund shall serve as the first source (but shall not be the exclusive source) of funds for any indemnity obligations of the Target Shareholders to any Buyer Indemnified Party under Section 5.9 and/or Article VIII of the Merger Agreement, (y) upon receiving notice from Parent that a Target Shareholder is no longer an Eligible Target Shareholder, the Escrow Agent shall distribute to Parent any portion of the Escrow Fund that is allocable (as of the relevant determination date) to such Target Shareholder, and (z) any amounts remaining in the Escrow Fund after the Termination fifth (5th) anniversary of the Closing Date an amount equal to the amount of Project Claimed Adjustment covered by such Project Claim Notice. Any funds so retained in escrow shall be disbursed only in accordance with the terms of Sections 5(a)(ithis Escrow Agreement, and (iii) or 5(a)(iii) hereof. Notwithstanding the foregoing, in the event that Seller delivers a Project Objection Notice and Buyer fails to deliver a notice to the Arbitrator requesting the commencement of arbitration proceedings (the “Commencement Notice”) within fourteen (14) days following the termination of the fourteen (14) day period described in Section 5(a) hereof, Seller shall so notify the Escrow Agent (“Notice of Failure to Submit”) who shall deliver a copy of the Notice of Failure to Submit to Buyer. Should Buyer fail to execute and deliver to the Escrow Agent within three (3) days of delivery of the copy of the Notice of Failure to Submit, an affidavit stating that it has delivered to the Arbitrator the Commencement Notice within the fourteen (14) day period described in the preceding sentenceon each Escrowed Cash Distribution Date, the Escrow Agent shall pay and distribute to Seller Surviving Corporation the accrued interest and other earnings thereon that have accrued in respect to the Escrow Fund (including all interest earned thereon), pursuant Fund. Escrow agent shall be entitled to wire instructions provided by Seller, as if no Project Claim Notice had been filedrely on Parent’s prior written notices to determine which Target Shareholders are Eligible Target Shareholders at the time of a distribution hereunder.