Common use of Escrow Amount Clause in Contracts

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Twenty Eight Thousand Six Hundred Fourteen Dollars ($28,614) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Twenty Eight Ninety Thousand Six Two Hundred Fourteen Forty-One Dollars ($28,61490,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Twenty Five Hundred Thirty-Three Thousand Eight Thousand Hundred Forty-Six Hundred Fourteen Dollars ($28,614533,846) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Twenty Eight Three Hundred Forty-Seven Thousand Six Two Hundred Fourteen Ninety-Nine Dollars ($28,614347,299) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A C (the “"Escrow Agreement”"), pursuant to which Seller shall deposit Twenty Eight Thousand Six Hundred Fourteen One Million and 00/100 Dollars ($28,6141,000,000.00) (the “"Escrow Amount”") with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s 's indemnification obligations under Section 15 Sections 8.10, 16 and 17 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 8.10, 16 and/or Section 17 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 16.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At Purchaser will pay to the ClosingEscrow Agent, Seller by wire transfer of immediately available funds to the account designated by the Escrow Agent, the Escrow Amount, pursuant to the terms and Buyer shall enter into an escrow agreement conditions of the Escrow Agreement in substantially the form attached hereto as Exhibit A B (the “Escrow Agreement”), pursuant to which Seller shall deposit Twenty Eight Thousand Six Hundred Fourteen Dollars ($28,614) . The Escrow Amount will be held in an account (the “Escrow AmountAccount”) solely for the purpose of securing the indemnification obligations of the Members set forth in this Agreement and making any payments owed to Purchaser or the other Indemnified Persons pursuant to this Agreement. Subject to a reserve for pending claims, the terms and conditions of this Agreement and the Escrow Agreement, the Escrow Agreement will provide for the release of amounts remaining in the Escrow Account on the 15 month anniversary of the Closing; provided, however, that no amounts subject to unresolved claims will be released until such claims are resolved. Any release and payment of amounts remaining in the Escrow Account to the Members will be made in accordance with the Closing Consideration Spreadsheet, as updated in accordance with this Agreement. All fees, costs and expenses of the Escrow Agent, which shall Agent with respect to the Escrow Account will be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Members. The Escrow Amount will be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject pursuant to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Sellerterms thereof. The Escrow Agreement shall expire upon the termination of the Survival Period (Amount will be held as defined in Section 15.01 hereof)a trust fund and will not be subject to any lien, and immediately thereafter the Escrow Agent shall pay the portionattachment, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation trustee process or any other proceeding on account judicial process of any such claim, the term creditor of the Escrow Agreement shall be extendedany party, and will be held and disbursed solely for the Escrow Agent shall continue to hold purposes and in escrow accordance with the portion terms of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in this Agreement and the Escrow Agreement.

Escrow Amount. At the Closing, Seller Parent shall deposit the Escrow Amount with the Escrow Agent. The Escrow Amount plus all income accrued thereon (the “Escrow Fund”) shall be maintained by the Escrow Agent to secure certain obligations of the Stockholders and Buyer Optionholders under this Agreement. The Escrow Fund shall enter into be administered and payable during the Escrow Period in accordance with an escrow agreement by and among the Stockholders’ Representative, the Surviving Corporation, Parent and the Escrow Agent substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). All parties hereto agree for all tax purposes that Parent shall be treated as the owner of the Escrow Fund, and all interest and earnings derived from the investment and reinvestment of the Escrow Fund, or any portion thereof, shall be allocable to Parent pursuant to which Seller Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; provided that forty-five percent (45%) of any interest or other earnings earned from the investment and reinvestment of the Escrow Fund shall deposit Twenty Eight Thousand Six Hundred Fourteen Dollars ($28,614) (be distributed to Parent as soon as practicable after the “end of each such calendar quarter or, if disbursement of some or all of the amounts held in the Escrow Amount”) Fund is to be made pursuant to the terms of the Escrow Agreement before the end of a calendar quarter, at the time of such disbursement. No party shall take any action or filing position that is inconsistent with the foregoing. If any portion of the Escrow AgentFund is released for the benefit of the Stockholders and Optionholders pursuant to the Escrow Agreement, which then such amount shall be held released by the Escrow Agent in a segregated account to the Stockholders and Optionholders as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on follows: (i) The released portion of the Escrow Amount shall be for Fund that is payable to the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and Stockholders in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim their Company Stock shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination Paying Agent on behalf of the Survival Period (as defined in Section 15.01 hereof)Stockholders, for further distribution and immediately thereafter payment by the Escrow Agent shall pay the portion, if anyPaying Agent, of the then remaining Escrow Amount not in dispute an amount to Seller; provided, however, that if prior each Stockholder equal to the expiration product obtained by multiplying (x) the number of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account shares of any Company Stock held by such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all Stockholder as more particularly provided in the Escrow Agreement.of

Escrow Amount. At (i) In addition to the consideration provided in Section 1.2, as security for the indemnification obligations of the Seller set forth in this Agreement and/or any other Transaction Document, at the Closing, the Seller and agrees that the Buyer shall enter into deliver the Escrow Amount to the Escrow Agent by wire transfer of immediately available funds, which Escrow Amount shall be held in escrow for a period of up to eighteen (18) months following the Closing in accordance with the terms of an escrow agreement substantially in the form attached hereto as Exhibit A B (the “Escrow Agreement”). Unless otherwise expressly stated hereunder, pursuant to which Seller shall deposit Twenty Eight Thousand Six Hundred Fourteen Dollars ($28,614) (none of the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on payments from the Escrow Amount shall be considered as liquidated damages for any breach under this Agreement or any other Transaction Document. (ii) The Seller and the benefit Buyer agree that, in accordance with the Escrow Agreement, the Escrow Agent shall release the Escrow Amount and any interest accrued thereon to the Seller on the Survival Date, or such portion of Seller. In the event Buyer makes a written claim or demand Escrow Amount in excess of the aggregate amount of then-outstanding claims for indemnification made by all Buyer Indemnified Persons against the Seller pursuant to Section 7 hereof; provided however that no such release and payment shall be made to the extent that the Escrow Amount would, following such release and payment, be insufficient to satisfy any then-outstanding and unpaid claims for indemnification made by a Buyer Indemnified Person against the Seller pursuant to Section 7 hereof or any then-outstanding payment that is demanded by Buyer pursuant to Section 1.4(d); provided further that to the extent any outstanding claim is resolved in favor of the Seller, any amount of remaining Escrow Amount in excess of any remaining unresolved claims or demanded payment shall be released to the Seller immediately in accordance with the Escrow Agreement. (iii) Subject to the foregoing, the Seller and the Buyer agree that the amounts in the Escrow Amount shall be released to the Buyer to satisfy claims by the Buyer Indemnified Persons when such claims become payable under Section 15 hereof (an “Indemnification Claim”7 or any demand of payment by Buyer when such demand of payment becomes payable under Section 1.4(d), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in accordance with the Escrow Agreement. On The Seller and the date which Buyer agree that they shall issue “joint instructions” (except that the Escrow Agent shall immediately release the amount payable to the Buyer pursuant to Section 1.4(d) solely upon the written instruction of the Buyer) in order to effectuate the foregoing releases and payments. (iv) Notwithstanding the foregoing, the Seller and the Buyer agree that, in the event that the direct selling license issued to BabyCare is six (6) months cancelled or revoked by the PRC Governmental Authority any time before the Survival Date and due to any reason other than the acts of the Buyer, any BabyCare Company or USANA after the Closing Date (as defined in Section 1.06 hereof)Closing, fifty percent (50%) the full amount of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid released by the Escrow Agent to Seller. The Escrow Agreement shall expire the Buyer immediately upon receiving the termination notification of such cancellation or revocation by BabyCare or the Buyer and the written instruction of the Survival Period Buyer delivered to the Escrow Agent. (v) The Seller and the Buyer agree to take any other such actions, as defined in Section 15.01 hereof), and immediately thereafter may reasonably be required by the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of otherwise under the Escrow Agreement shall be extended, in order to effectuate the foregoing releases and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementpayments.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A “M” (the “"Escrow Agreement”"), pursuant to which Seller shall deposit Twenty Eight Thousand Six Hundred Fourteen One Million and 00/100 Dollars ($28,6141,000,000.00) (the “"Escrow Amount”") with the Escrow AgentEscrowee, which shall be held by the Escrow Agent Escrowee in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofthis Agreement and for breaches of representations and warranties of BUSDOCS/1435908.8 Seller under this Agreement. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 22(f) hereof (an “"Indemnification Claim”"), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent Escrowee promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 23(b) hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At (a) Concurrently with the Closingexecution and delivery hereof, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Twenty Eight Thousand Six Hundred Fourteen Dollars ($28,614) (the “Escrow Amount”) is depositing with the Escrow AgentAgent three hundred and fifty thousand dollars ($350,000) in cash. The cash so deposited, which together with any interest earned thereon, shall hereinafter be held by referred to as the "Escrow Amount." The Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on hereby agrees to hold and dispose of the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and parties hereto in respect accordance with the terms of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the this Escrow Agreement. On the date which is six The Escrow Agent hereby acknowledges receipt of (6i) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under and (ii) an executed copy of the Purchase Agreement. (b) The Escrow Agent shall invest the Escrow Agreement Amount, including any earnings therefrom, as instructed in writing by Buyer and not then subject to an outstanding Indemnification Claim shall be the Sellers' Representative, only in (i) certificates of deposit insured by the FDIC or secured by government obligations and bearing the highest rate of interest paid by the Escrow Agent on such certificates of deposit, or (ii) U.S. Treasury securities, in each case having maturities of no more than ninety (90) days, or (iii) a money market fund in which the Escrow Agent, its parent, affiliates or subsidiaries provides investment advisory or other management services, or (iv) in any other fund or other investment vehicle that the Sellers' Representative and Buyer shall, in writing, mutually agree. If no direction is given to Sellerthe Escrow Agent, funds will be invested pursuant to Schedule B hereto. The Any withdrawals against the Escrow Amount for the benefit of a Buyer Indemnified Party pursuant to the terms of this Escrow Agreement shall expire upon be postponed, if necessary, until the maturity of such certificates of deposit or other instruments to maximize the income from such certificates and to avoid any early termination of penalties with respect thereto. Any earnings on the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter principal amount deposited with the Escrow Agent shall pay be taxable to the portion, if any, Sellers in the proportion set forth in the attached Schedule A and shall be retained in the accounts established by this Agreement until release of the then remaining Escrow Amount not in dispute to Seller; principal amount on which it is earned, provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue first apply all amounts so received to hold in escrow satisfy the portion claims of any Buyer Indemnified Party, and then to the payment of half of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in fees incurred by the Escrow AgreementAgent hereunder.

Escrow Amount. At Ten percent (10%) of the sum of (i) the aggregate Merger Consideration plus (ii) the Deemed Option Consideration, in the form of Centra Common Stock and cash in amounts proportional to the percentage of the Merger Consideration represented by each, shall be paid to the Exchange Agent to be held in an interest bearing account pursuant to the Escrow Agreement substantially in the form of Exhibit C hereto (the "Escrow Amount"). As of the Closing, Seller the Company and Buyer Centra shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Twenty Eight Thousand Six Hundred Fourteen Dollars ($28,614) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on calculate the Escrow Amount applicable to each Shareholder and shall be instruct the Exchange Agent accordingly. If either Centra or the Surviving Corporation suffers a Loss for which indemnification is available hereunder, Centra or the benefit Surviving Corporation, as the case may be, shall have the right to receive from the Escrow Amount the amount of Sellerthe Loss (each such amount, a "Retention Payment"). In the event Buyer makes that such a written Loss occurs and the Surviving Corporation or Centra shall make a claim pursuant to Article X against the Escrow Amount, upon final settlement or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect adjudication of such Indemnification Claim by a court claim in favor of competent jurisdiction, then Centra or the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full Surviving Corporation pursuant to Buyer, all as more particularly provided in the terms of the Escrow Agreement. On , the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Exchange Agent shall pay the portionamount of such Retention Payment from the Escrow Amount to Centra or the Surviving Corporation, as the case may be. The Escrow Amount shall remain in escrow until the Surviving Corporation and Centra shall no longer have the right to make any indemnification claim hereunder and all indemnification claims made by Centra or the Surviving Corporation previously shall have been resolved (and paid, if anyrequired), of the then whichever is earlier, whereupon any remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or and any other proceeding on account of any such claim, the term of the Escrow Agreement interest accrued thereon shall be extended, and the Escrow Agent shall continue paid to hold each Shareholder in escrow the portion of the then Escrow Amount in dispute, in accordance with each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementShareholder's Allocation Percentage.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A “2.2” (the “"Escrow Agreement”"), pursuant to which Seller shall deposit Twenty Eight Thousand Six Hundred Fourteen One Million and 00/100 Dollars ($28,6141,000,000.00) (the “"Escrow Amount”") with the Escrow AgentEscrowee, which shall be held by the Escrow Agent Escrowee in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofthis Agreement and for breaches of representations and warranties of Seller under this Agreement. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof the Agreement (an “"Indemnification Claim”"), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent Escrowee promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 4 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 22.3 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At (a) Within one (1) business day of the Closingexecution of this Agreement, Seller and Buyer shall enter deposit the Escrow Amount into an escrow agreement account (the “Escrow Account”) with Citibank, N.A. (the “Escrow Agent”) pursuant to the terms and conditions of an Escrow Agreement entered contemporaneously herewith among the Buyer, the Sellers and the Escrow Agent in the form attached hereto as Exhibit A (the “Escrow Agreement”). The Escrow Amount will be held and released to Buyer, pursuant to which Seller shall deposit Twenty Eight Thousand Six Hundred Fourteen Dollars ($28,614) (the “Escrow Amount”) with or any funds in the Escrow Agent, which shall Account will be held and disbursed to Sellers, by the Escrow Agent pursuant to the terms and conditions of this Agreement and the Escrow Agreement. (b) Buyer shall have from the date hereof until June 12, 2013 to complete to its satisfaction its due diligence of the Company and to otherwise satisfy itself with respect to the transactions contemplated by this Agreement and the Ancillary Agreements (such period ending on June 12, 2013, the “Assessment Period”). Prior to the expiration of the Assessment Period, Buyer shall provide notice to Sellers in writing either (i) affirming Buyer’s commitment to proceed with the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms specified herein (such notice, a segregated account as security “Transaction Commitment Notice”) or (ii) indicating Buyer’s desire to withdraw from the transactions contemplated by this Agreement and the Ancillary Agreements (such notice, a “Transaction Termination Notice”). For the avoidance of doubt, in the event Buyer fails to provide Sellers with any notice prior to the expiration of the Assessment Period, Buyer and Sellers acknowledge that such failure shall be deemed delivery of a Transaction Commitment Notice for Seller’s indemnification obligations under purposes of this Section 15 hereof. All interest accruing on 2.6(b). (c) In the event Buyer delivers a Transaction Commitment Notice pursuant to Section 2.6(b), the Escrow Account shall remain funded with the Escrow Amount pursuant to the terms of the Escrow Agreement, and, in the event the Closing occurs pursuant to the terms and conditions set forth in this Agreement, such Escrow Amount shall be for applied to the benefit of SellerPurchase Price as contemplated by Section 2.3(a)(ii). In the event Buyer makes delivers a written claim or demand for indemnification under Transaction Termination Notice in accordance with Section 15 hereof (an “Indemnification Claim”)2.6(b) above, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay be directed to release the portion, if any, of the then remaining Escrow Amount not to Buyer, and this Agreement shall be terminated pursuant to Section 7.1(g) without liability to any party. Notwithstanding the foregoing, in dispute the event Buyer delivers a Transaction Commitment Notice pursuant to SellerSection 2.6(b) (or is deemed to have delivered such notice) and this Agreement is subsequently terminated for any reason, other than as provided in the following proviso, the Escrow Agent shall be directed to release the Escrow Amount to Sellers upon such termination, and Buyer shall have no further right to or interest in the Escrow Amount; provided, however, that if prior Buyer terminates this Agreement pursuant to the expiration of the Survival PeriodSection 7.1(e) or 7.1(h), Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and then the Escrow Agent shall continue be directed to hold release the Escrow Amount to Buyer. (d) During the Assessment Period, (i) Sellers shall provide Buyer with financial information regarding Sellers reasonably requested by Buyer for Buyer to assess the creditworthiness and liquidity of Sellers and (ii) Sellers and Buyer shall negotiate in escrow good faith minimum net worth covenants (including periodic certifications) intended to ensure that Sellers maintain a minimum net worth of: (a) $10 million from the portion Closing Date through the eighteen (18) month anniversary of the then Escrow Amount in disputeClosing Date; (b) thereafter, $4 million through the third (3rd) anniversary of the Closing Date; (c) thereafter, $3 million through the fourth (4th) anniversary of the Closing Date; and (d) thereafter, zero (with respect to clauses (b)-(d), in each case until case, plus the final resolution aggregate amount of any indemnification claims pending by Buyer pursuant to Section 5.13 and Article VIII of this Agreement). If at the end of the Assessment Period Buyer in good faith is not reasonably satisfied with the creditworthiness and liquidity of Sellers and/or Sellers’ ability to comply with the minimum net worth covenants in clauses (a)-(d) above, Sellers and Buyer shall negotiate in good faith an escrow agreement for the deposit of the Stock Consideration (or such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in other mutually agreed collateral and substitution rights) at Closing (the “Stock Escrow Agreement”) that reduces to the levels described in clauses (b)-(d) above at the times described therein based on mutually agreed valuation procedures.

Escrow Amount. At the (a) On Closing, Seller and Buyer the Purchaser shall enter into an escrow agreement deliver the Escrow Amount in immediately available funds to the Escrow Agent by wire transfer to the account in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Twenty Eight Thousand Six Hundred Fourteen Dollars ($28,614) (the “Escrow Amount”) Philippines opened and maintained with the Escrow Agent, which . The Sellers and the Purchaser shall instruct the Escrow Agent to invest the Escrow Amount in an interest bearing account. The Escrow Amount shall be held administered by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofaccordance with the provisions of this clause 3.5 and the terms of the Escrow Agreement. All interest accruing Purchaser and Sellers agree that Escrow Account will be maintained in US Dollars and payments to Sellers from the Escrow Account will be in the Peso Equivalent of any undisputed amount to be released from the Escrow Account. (b) Within 2 Business Days from the date on which SMC and Purchaser agree on the draft audited Closing Accounts in accordance with clause 5, the Escrow Agent shall, upon the joint written instructions from SMC and Purchaser, release the Escrow Amount shall be for the benefit of Seller. In as follows: (i) in the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or it is determined to from the draft audited Closing Accounts that no Price Adjustment should be liable for and made or that a Seller Price Adjustment should be made in respect of such Indemnification Claim by a court of competent jurisdictionaccordance with clause 5.12, then the Escrow Agent promptly thereafter Amount, together with any interest accruing thereon, less any Tarlac Adjustment, together with any interest accruing thereon, shall pay such Indemnification Claim in full be released to Buyer, all as more particularly provided the Seller in the Peso Equivalent of such amount. Any Tarlac Adjustment, together with any interest accruing thereon, shall be released to the Purchaser; or (ii) in the event it is determined from the draft audited Closing Accounts that a Purchaser Price Adjustment should be made, then such portion of the Purchaser Price Adjustment that is not in dispute, together with any interest accruing thereon, and any Tarlac Adjustment, together with any interest accruing thereon, shall be released to the Purchaser from the Escrow Amount. The balance of the Escrow Amount, together with any interest accruing thereon shall be released to the Sellers in its Peso Equivalent. Any amounts in dispute shall remain in escrow with the Escrow Agent who shall hold the same in escrow pending resolution of that dispute in accordance with this Agreement. On . (c) Not later than 5 Business Days from resolution of any amount in dispute, the date which is six applicable undisputed amount, together with any interest accruing thereon, must be released to: (6i) months after the Closing Date Sellers in Peso Equivalent, if the dispute was resolved in favour of the Sellers; (ii) the Purchaser, if the dispute was resolved in favour of the Purchaser. (d) The maximum amount that the Purchaser may claim against the Sellers as defined a Purchaser Price Adjustment and a Tarlac Adjustment shall be the Peso Equivalent of US$100,000,000. (e) Both Parties agree to discuss in Section 1.06 hereof)good faith and settle any amount in dispute within the Escrow Period. (f) The Parties shall issue joint instructions to the Escrow Agent directing the release to the Sellers, fifty percent or in the case of clause 3.5(f) (50%i) to Purchaser and Sellers, of the Escrow Amount then remaining in escrow under such amounts stated below in the event that the Purchaser’s Accountants do not issue the draft audited Closing Accounts to the Sellers and Purchaser: (i) within 180 days from Closing (“First Release Date”), 20% of the Escrow Agreement and not Amount (“First Release Amount”), together with any interest accruing thereon; provided that, in the event that the Tarlac Sugar Contracts are recorded in the relevant Group Company’s books as of the First Release Date, then subject to an outstanding Indemnification Claim the full carrying value of the Tarlac Sugar Contracts, together with any interest accruing thereon, shall be paid deducted from First Release Amount and released to the Purchaser on the First Release Date; (ii) and thereafter until 30 days following the First Release Date, 10% of the Escrow Amount, together with any interest accruing thereon; (iii) and thereafter until 60 days following the First Release Date, 10% of the Escrow Amount, together with any interest accruing thereon; (iv) and thereafter until 90 days following the First Release Date, 10% of the Escrow Amount, together with any interest accruing thereon; (v) and thereafter until 120 days following the First Release Date, 25% of the Escrow Amount, together with any interest accruing thereon; (vi) and thereafter until 150 days following the First Release Date, 25% of the Escrow Amount, together with any interest accruing thereon. If at any time during the period contemplated by this clause 3.5(f), the Purchaser’s Accountants issue the draft audited Closing Accounts to the Purchaser and the Sellers, the procedure described for the release of funds from the Escrow Account under this clause 3.5(f) shall terminate and the procedure described in clause 3.5(b) shall be followed with respect to the release of the remaining amounts in the Escrow Account. (g) In the event that the carrying value of the Tarlac Sugar Contracts is reduced to zero in the books of the relevant Group Company prior to 180 days after Closing, the Parties shall issue joint instructions to the Escrow Agent to Seller. The Escrow Agreement shall expire upon directing the termination release of the Survival Period (as defined in Section 15.01 hereof)Tarlac Adjustment, and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior together with any interest accruing thereon to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementSellers.