Common use of Escrow Amount Clause in Contracts

Escrow Amount. At the Closing, Intermediate Corp shall deposit the Escrow Amount into an interest-bearing account (the “Escrow Account”) with the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date (the “Escrow Release Date”) (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeiture.

Escrow Amount. (a) At the ClosingEffective Time, Intermediate Corp Parent shall deposit an aggregate cash amount (the “Escrow Amount Amount”) equal to (i) 120% of the Estimated Working Capital Adjustment (expressed as a positive number), if any (the “WC Escrow”), plus (ii) $1,800,000 (the “Holdback”), into an interest-interest bearing account or accounts (collectively, the “Escrow Account”) with the Escrow & Exchange Agent), and the Escrow Amount shall remain as specified in escrow subject to the terms of this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date as defined below), at SunTrust Bank (the “Escrow Release DateAgent”). The Escrow Agent shall hold the Escrow Amount pursuant to an escrow agreement to be entered into by Parent, the Representative and the Escrow Agent in the form attached hereto as Exhibit A (the “Escrow Agreement”). (b) (subject Within five Business Days after the determination of the Final Working Capital pursuant to the terms procedures set forth in Section 2.5.5, the Representative and Parent shall jointly direct the Escrow Agent: (i) if the Final Working Capital is less than the Estimated Working Capital, to make a cash payment (A) to Parent out of the Escrow Agreement relating Account in an amount equal to then-outstanding indemnification claims). With respect the deficiency, plus an amount equal to the interest earned on such deficiency during the period from the Closing Date until the date of such escrow distribution, and (B) to the Exchange Agent, for the benefit of the Company Stockholders, an amount equal to (ay) the WC Escrow less (z) such deficiency, plus an amount equal to the interest earned on such difference from the Closing Date until the date of such escrow distribution (less any amounts remaining fees owed by the Company Stockholders pursuant to Section 2.5.5, which amount shall be paid to the Independent Auditors); (ii) if the Final Working Capital is greater than the Estimated Working Capital, to make a cash payment to the Exchange Agent, for the benefit of the Company Stockholders, of an amount equal to the WC Escrow, including all interest earned thereon (less any fees owed by the Company Stockholders, pursuant to Section 2.5.5, which amount shall be paid to the Independent Auditors), and Parent shall deliver to the Exchange Agent, for the benefit of the Company Stockholders, an additional amount in cash equal to the amount that the Final Working Capital is greater than the Estimated Working Capital; or (iii) if the Final Working Capital equals the Estimated Working Capital, to make a cash payment to the Exchange Agent, for the benefit of the Company Stockholders, of an amount equal to the WC Escrow, including all interest earned thereon (less any fees owed by the Company Stockholders, pursuant to Section 2.5.5, which amount shall be paid to the Independent Auditors). (c) The Company, and each Company Stockholder by their approval of the Merger, hereby agree that upon the consummation of the Merger at the Closing, the Holdback shall be made available to Parent, on the terms set forth in the Escrow Account Agreement, to indemnify Parent against, and to protect, save and keep harmless Parent from, and to assume liability for, the payment of all losses, liabilities, damages, costs, assessments, fines, interest, penalties, deficiencies and other obligations and expenses (including reasonable out of pocket attorneys’ fees and expenses) (“Losses”) that are imposed on or incurred by Parent as a consequence of or in connection with: (i) any misrepresentation in connection with, or inaccuracy or breach of, any representation or warranty contained in Article III hereof; (ii) any action, demand, proceeding, investigation or claim by any Third Party (including any Governmental or Regulatory Authority) against or affecting Parent that relates to a misrepresentation or breach of any of the representations and warranties contained in Article III hereof or in any certificate delivered by the Company at the Closing; (iii) any breach of or failure by the Company to comply with or perform any agreement or covenant contained in this Agreement or in any other document, agreement or instrument executed in connection with the transactions contemplated hereby; and (iv) any Taxes due and owing by the Company (or the Surviving Corporation) with respect to any period ending on or prior to the Closing Date, including any Taxes on account of the Domestication or the transactions contemplated by this Agreement or in any agreement related or ancillary hereto. The term “Losses” as used herein shall not be limited to matters asserted by third parties against Parent, but includes Losses incurred or sustained by Parent in the absence of third party claims. The Representative and Parent shall jointly direct the Escrow Agent to make distributions out of the Holdback to Parent (each, a “Parent Escrow Distribution”) in amounts equal to the amount of any indemnifiable Losses that are determined to be payable to Parent in accordance with the Escrow Agreement. Parent may raise claims for indemnification under this Section 2.5.4(c) during the 12 month period following the Closing Date. On the day that is the first Business Day following the date that is the 12 month anniversary of the Closing Date, the Representative and Parent shall jointly direct the Escrow Agent to make a distribution to the Exchange Agent, for the benefit of the Company Stockholders, in an aggregate amount equal to the difference between the Holdback, less all distributions made from the Holdback prior to such date, less the total amount of all unresolved claims made by Parent as set forth on the Claims Schedule (as defined in the Escrow Release Date (subject Agreement) delivered by Parent on or prior to the terms date that is the 12 month anniversary of the Escrow Agreement relating to then-outstanding indemnification claimsClosing Date. (d) or (b) any amounts released at a On the later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion first Business Day following the date which is the 12 month anniversary of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) Closing Date, and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof date on which all claims for Losses by Parent pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid 2.5.4(c) have been resolved in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating Escrow Agreement (such date, the “Final Distribution Date”), the Representative and Parent shall jointly direct the Escrow Agent to transaction based compensation, including the provisions contained therein relating make a distribution to the receipt Exchange Agent, for the benefit of the Company Stockholders, in an aggregate amount equal to the following: (A) the difference between (y) the Holdback less (z) all distributions made from the Holdback on or prior to the Final Distribution Date; plus (B) an amount equal to the interest earned on the cash amount determined in clause (A) above during the period from the Closing Date and ending on the Final Distribution Date; provided, however, if the foregoing results in a negative number, then such escrow distribution shall be zero. (e) Any distributions from the Escrow Account to the Exchange Agent shall be distributed among the Company Stockholders (who have validly tendered their Company Certificates in accordance with Section 2.4) on a pro rata basis, in proportion to (i) the total amount of Merger Consideration allocated to each Company Stockholder at the Closing divided by (ii) the aggregate amount of all Merger Consideration allocated to all Company Stockholders at Closing (it being understood and agreed that amounts distributed to each Company Stockholder will be reduced by such Company Stockholder’s proportional share of any amounts that are payable within reimbursed to the short term deferral period Representative under the Escrow Agreement). No Party hereunder nor any Company Stockholder shall be required to place amounts into the Escrow Account in excess of those amounts specifically required pursuant to the first sentence of this Section 2.5.4. (f) The Parties agree that the Holdback has been established to satisfy the indemnification claims by Parent following the lapse Closing. Parent acknowledges and agrees that other than with respect to Losses caused by fraudulent acts or omissions or intentional misrepresentations committed by the Company or any officer, director or Company Stockholder, upon the consummation of a substantial risk the Merger, Parent’s sole and exclusive remedy for any breach of forfeitureany representation or warranty of the Company contained in this Agreement (including breaches of representations and warranties with respect to items set forth in Sections 2.5.4(c)(ii) and (iv) above) or in any agreement executed in connection herewith shall be to seek indemnification out of the Holdback, and Parent shall have no recourse against any Company Stockholder (other than for breaches of representations, warranties and agreements made by Company Stockholders in the stockholders agreement executed and delivered in connection with the Merger) or any other Person personally in connection therewith. The Company Stockholders are intended third party beneficiaries of this provision. Payments made under this Section 2.5.4 shall be treated by each of the Parties as purchase price adjustments, and the Parties agree to file all Tax returns consistent with such treatment.

Escrow Amount. (i) At the Closing, Intermediate Corp the Purchaser shall deposit an amount equal to the Escrow Amount into one or more escrow accounts with the Escrow Agent, to be held in escrow and disbursed pursuant to the terms and conditions of this Agreement and an interest-bearing account escrow agreement by and among the Purchaser, the Seller Representative and the Escrow Agent in substantially the form attached hereto as Exhibit F (the “Escrow AccountAgreement”); provided, that, in the event that any of the 1099-K Release Date, Compensatory Transfer Release Date, Initial Classification Release Date or Second Classification Release Date occurs on the Closing Date, at the Closing, the portion of the 1099-K Special Escrow Amount payable at the 1099-K Release Date, the portion of the Compensatory Transfer Special Escrow Amount payable at the Compensatory Transfer Release Date, the portion of the Classification Special Escrow Amount payable at the Initial Classification Release Date and the portion of the Classification Special Escrow Amount payable at the Second Classification Release Date, respectively and only as applicable, shall instead be paid to ▇▇▇▇▇ Holdings pursuant to, and subject to the terms and conditions set forth in, Section 2.3(f) of the Prior Purchase Agreement in lieu of depositing such respective amount(s) with the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to . (ii) Upon the terms of this Agreement and conditions set forth therein, the Escrow Agreement until twelve (12) months following shall provide for the Closing Date (the “Escrow Release Date”) (subject to the terms disbursement of the Escrow Agreement relating to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion Adjustment Escrow Amount in accordance with Section 2.4 (Post-Closing Adjustment), and the release of such the applicable amount allocable of the Adjustment Escrow Amount, if any, promptly following the final determination of any post-Closing adjustment to the Company Shareholders entitled to payment thereof Estimated Purchase Price pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and 2.4 (Post-Closing Adjustment), (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned 1099-K Special Escrow Amounts, Amount (if any, which are payable to Option Holders shall be paid applicable) in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(APrior Purchase Agreement and Escrow Agreement, (iii) relating to transaction based compensation, including the provisions contained therein relating to Compensatory Transfer Special Escrow Amount (if applicable) in accordance with the receipt of such amounts that are payable within Prior Purchase Agreement and Escrow Agreement and (iv) the short term deferral period following Classification Special Escrow Amount (if applicable) in accordance with the lapse of a substantial risk of forfeiturePrior Purchase Agreement and Escrow Agreement.

Escrow Amount. At the Closing, Intermediate Corp shall deposit an amount equal to $8,450,000 (pro rata based upon the total consideration to be received by such holder at Closing, the “Escrow Amount”) will not be distributed to holders of Company Shares in accordance with Section 2.1.3 but rather will be deposited by Parent with, and held by BNY Mellon Shareowner Services or other bank or trust company as Parent may choose in its discretion, as escrow agent, in an escrow fund in accordance with the Escrow Amount into an interest-bearing account Agreement substantially in the form attached hereto as Exhibit 2.2.1(a) (the “Escrow AccountAgreement”) to fund payments related to Net Working Capital to the extent required by Section 2.3 and to be the sole and exclusive remedy to secure claims by Parent or Surviving Corporation for indemnification under this Agreement, in accordance with the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of Article VIII. The Escrow Amount will be funded by an unsecured promissory note substantially as attached hereto as Exhibit 2.2.1(b) (the “Escrow Note”). Parent will have the option of paying the Escrow Note, upon release of the Escrow Amount, in either cash or Parent Common Stock. Any Parent Common Stock that Parent elects to use to pay the Escrow Note pursuant to this Section 2.1.1 will be valued based on the average daily closing share price for Parent Common Stock quoted on The NASDAQ Global Market or similar quotation service for the ten (10) trading days prior to payment of the Escrow Note The release of the Escrow Amount will occur promptly following eighteen (18) months from the Closing, and shall be subject to the terms hereof and of the Escrow Agreement; provided, however, that in the event of any conflict between this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date (the “Escrow Release Date”) (subject to Agreement, the terms of the Escrow Agreement relating will control. The Escrow Agreement shall provide that interest accruing to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject to the terms Amount shall become part of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution escrowed funds and that for purposes of a claim pending on distribution, such interest shall follow the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeitureprincipal amount.

Escrow Amount. (a) At the Closing, Intermediate Corp Parent shall deposit transfer or cause to be transferred (i) on behalf of Long Hill, the Long Hill Escrow Shares, as set forth on the Allocation Schedule, (ii) on behalf of each Shareholder (other than Long Hill) who is an Accredited Shareholder, the Other Escrow Shares allocable to such Shareholder, as set forth on the Allocation Schedule, and (iii) on behalf of each Shareholder who is a Non-Accredited Shareholder, the Escrow Amount into Cash allocable to such Shareholder, as set forth on the Allocation Schedule, in each case, to the Escrow Agent to hold in trust as an interest-bearing account escrow fund (the “Escrow AccountFund”) with the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date (the “Escrow Release Date”) (subject pursuant to the terms of the Escrow Agreement relating Agreement. The Escrow Fund shall be available to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject satisfy Claimed Amounts pursuant to the terms indemnification obligations of the Shareholders in accordance with Section 10 and to satisfy any Deficiency Amount in accordance with Section 2.6. Parent shall pay all of the fees and expenses of the Escrow Agent in connection with this Agreement relating to then-outstanding indemnification claims) or and the Escrow Agreement. (b) any amounts released at a later date following resolution The Parties agree that, for Tax reporting purposes, all interest or other income earned from the investment of a claim pending on the Escrow Release Date Cash in any Taxable year shall be reported as allocated to the applicable Shareholders for whom it is being held in escrow until the distribution of the Escrow Cash (all or portions thereof) is determined, and the Escrow Agent will annually file information returns (including Internal Revenue Service Form 1099) consistent with such amounts under clauses treatment. (ac) and (b)Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that the Escrow Fund includes an amount equal to 0.9666% multiplied by the Estimated Company Value the (“Returned PPP Escrow AmountsPortion”), (i) the portion of such amount allocable that shall be available to satisfy Claimed Amounts pursuant to the Company indemnification obligations of the Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with Section 10, solely in relation to any of the provisions $145,000.00 of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating the principal amount of the forgivable loan identified on the Estimated Closing Statement and Final Closing Statement as the “PPP Loan” by the Commonwealth Bank & Trust that such lender determines during the Escrow Period to transaction based compensation, including be not forgiven. Parent and Merger Sub agree to pursue the provisions contained therein relating forgiveness of such PPP Loan in good faith and to not take a position with respect to the receipt forgivability of such amounts PPP Loan that are payable within is contrary to the short term deferral period following position taken by the lapse of a substantial risk of forfeitureCompany in relation thereto prior to the Effective Date, unless required by applicable Law.

Escrow Amount. At On the ClosingClosing Date and in connection with paying the Merger Consideration to the Stockholders in exchange for their shares of Company Capital Stock pursuant to this Section 3.01, Intermediate Corp Sunrise shall deposit in escrow an amount equal to the sum of (x) the Medicare Cap Liability Escrow Amount into an interest-bearing account plus (y) the Indemnity Escrow Amount (the “Escrow AccountAmount”) with the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date United Bank (the “Escrow Release DateAgent”) to be held and disbursed as contemplated in Article 10 and pursuant to the terms and conditions of an Escrow Agreement to be entered into among the parties at Closing in the form attached hereto as Exhibit B (subject the “Escrow Agreement”). Any amounts that are not to be disbursed to the Sunrise Indemnified Parties pursuant to the terms of the Escrow Agreement relating and Article 10 hereunder shall be distributed to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject Principal Stockholders’ Representative pursuant to the terms and conditions of the Escrow Agreement relating to then-outstanding and Article 10 in exchange for the representations, warranties, covenants and agreements of the Principal Stockholders contained in this Agreement, including the indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the obligations under Article 10. The Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) Amount shall be immediately held in escrow and, as provided in Article 10, shall be available to pay the Sunrise Indemnified Parties and shall be distributed pursuant to the terms and conditions of the Escrow Agreement and the terms and conditions of this Section 3.4(b3.01(b) and (ii) the portion of such amount allocable Article 10 to the Option Holders entitled to payment thereof pursuant to Section 3.3 Principal Stockholders’ Representative. The Escrow Amount shall be remitted reduced from time to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid time in accordance with Article 10, and shall be increased from time to time by the provisions amount of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensationany interest, including the provisions contained therein relating to the receipt of dividends, earnings and other income on such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeitureamount.

Escrow Amount. At Notwithstanding anything to the Closing, Intermediate Corp contrary contained herein: (a) Parent shall deposit withhold from the Escrow Amount into Merger Consideration otherwise payable at Closing an interest-bearing account amount of $12,000,000 (the “Escrow AccountAmount”) with ). On the Escrow & Exchange AgentClosing Date, and Parent shall cause the Escrow Amount to be delivered to an escrow agent reasonably satisfactory to Parent and the Company (the “Escrow Agent”), pursuant to an escrow agreement by and among Parent, the Company, the Former Company Stockholders’ Agent and Escrow Agent (the “Escrow Agreement”) substantially in the form annexed hereto as Exhibit 3.2(a). Such sum shall remain be paid to the Escrow Agent on the Closing Date by wire transfer of immediately available funds to the account designated in escrow subject writing by the Escrow Agent. The Escrow Amount will be held by the Escrow Agent as partial security for the obligations of the Former Company Stockholders to the Parent Indemnified Parties pursuant to the terms of Article XI of this Agreement and Agreement. The Escrow Amount shall be disbursed by the Escrow Agreement until twelve (12) months following the Closing Date (the “Escrow Release Date”) (subject Agent pursuant to the terms of the Escrow Agreement relating Agreement. (b) In addition to then-outstanding indemnification claimsthe Escrow Amount set forth in Section 3.2(a) above, Parent shall withhold from the Merger Consideration otherwise payable at Closing an amount of $3,000,000 (the “Working Capital Escrow Amount”). With respect On the Closing Date, Parent shall cause the Working Capital Escrow Amount to be delivered to the Escrow Agent pursuant to an escrow agreement by and among Parent, the Company, the Former Company Stockholders’ Agent and the Escrow Agent (athe “Working Capital Escrow Agreement”) any amounts remaining substantially in the form annexed hereto as Exhibit 3.2(b). Such sum shall be paid to the Escrow Account Agent on the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Release Date (subject Agent. The Working Capital Escrow Amount will be held by the Escrow Agent as partial security for the obligations, if any, of the Former Company Stockholders to Parent pursuant to the terms of Section 3.3(f) of this Agreement. The Working Capital Escrow Amount shall be disbursed by the Escrow Agent pursuant to the terms of the Working Capital Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeitureAgreement.

Escrow Amount. At (a) For purposes of payment of the Securityholders’ obligations pursuant to Article 10, the Buyer shall retain and hold from the Purchase Price otherwise payable to the Securityholders, an amount equal to the Escrow Amount until distribution is required under the terms of the Escrow Rules, it being understood that the Escrow Amount shall consist of: (i) with respect to Accredited Holders, solely the amount of the Stock Consideration as set forth in the Closing Statement and (ii) with respect to Non-Accredited Holders, solely the amount of Cash Consideration as set forth in the Closing Statement. On Closing, Intermediate Corp the Buyer shall deposit the Escrow Amount into an interest-bearing account (the “Escrow Account”) in accordance with the terms of the Escrow & Exchange AgentRules. The execution of this Agreement by the Securityholders will constitute their approval of the terms and conditions of the Escrow Rules, which are an integral part of the Transaction, and the appointment of the Securityholder Representative. (b) The retention by the Buyer of the Escrow Amount shall remain (including (i) the shares of Parent Common Stock consisting of the portion of the Escrow Amount allocable to Accredited Holders and (ii) the cash consisting of the portion of the Escrow Amount allocable to Non-Accredited Holders, in escrow subject each case) will be made on behalf of each Securityholder in accordance with the provisions of the Escrow Rules, with the same force and effect as if such amount had been delivered by the Buyer directly to such Securityholder and subsequently delivered by such Securityholder to the terms Buyer in escrow. Each Securityholder’s portion of this Agreement and the Escrow Agreement until twelve Amount (12) months following as set forth on the Closing Date (the “Statement) shall be available to satisfy such Securityholder’s obligations pursuant to Article 10 until all amounts held in such Securityholder’s Escrow Release Date”) (subject Amount are released pursuant to the terms of the Escrow Agreement relating to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeitureRules.

Escrow Amount. (a) At the Closing, Intermediate Corp Purchaser shall deposit with JPMorgan Chase, N.A. (the "Escrow Agent"), by wire transfer of immediately available funds, an amount equal to ten percent (10%) of the Enterprise Value (i.e., $17,300,000) (the "Escrow Amount"), such amount to constitute an escrow fund (the "Escrow Fund") to be governed in accordance with the terms of this Agreement and the escrow agreement in substantially the form attached hereto as Exhibit 2.6(a) (the "Escrow Agreement"), among Purchaser, the Escrow Amount into an interest-bearing account Agent and the Sellers' Representative. (b) The Escrow Fund shall be used to satisfy any amounts owed to Purchaser from Sellers pursuant to this Agreement, including indemnification amounts owed under ARTICLE IX. In the “Escrow Account”event the net amount determined pursuant to Section 2.5(f) with is owing to Purchaser, and such full amount is not received by Purchaser within the five (5) Business Day period provided in Section 2.5, Purchaser and the Sellers' Representative shall jointly instruct the Escrow & Exchange AgentAgent to distribute such deficit amount to Purchaser from the Escrow Fund. Such deficit amount shall be promptly refunded into the Escrow Fund by any Common Equityholder who failed to make payment thereof directly to Purchaser in each such Common Equityholders' Pro Rata Share, and the Sellers' Representative shall take commercially reasonable measures to ensure the payment of such refund ("Escrow Amount Refunds"). One-half (1/2) of the amount remaining in the Escrow Fund as of the six month anniversary of the Closing Date (the "Initial Release Date"), less, if applicable, the amount of any Escrow Refunds not made as of the Initial Release Date, shall remain be released to the Sellers' Representative no later than three (3) Business Days following the Initial Release Date and the amount remaining in escrow the Escrow Fund as of the day following the expiration of the Survival Period (the "Final Release Date") shall be released to the Sellers' Representative no later than three (3) Business Days following the Final Release Date; provided that if there are any claims under ARTICLE IX that are pending on the Initial Release Date or the Final Release Date, as applicable, the applicable portion (and only the applicable portion) of the Escrow Fund that is subject to any such claims shall not be released to the Sellers' Representative until such applicable claims are finally resolved and satisfied or, in the case of claims pending as of the Initial Release Date, the Final Release Date, if later. Upon the final release of all the Escrow Fund, the Escrow Agreement shall terminate. All funds so released from the Escrow Fund to the Sellers' Representative (such amount(s), if any, the "Escrow Consideration") shall be distributed by the Sellers' Representative to all holders of the Shares outstanding on the Closing Date who are entitled to receive a portion of the consideration in accordance with the provisions of this Agreement. Any fees owed to the Escrow Agent and indemnification obligations under Section 8 of the Escrow Agreement shall be borne equally between Purchaser on the one hand and the Common Equityholders on the other hand. (c) In order to assure that proper income and employment taxes and other amounts required to be withheld by law have been withheld and paid with respect to payments to Optionholders, Purchaser and Sellers' Representative shall jointly instruct the Escrow Agent to pay amounts that are otherwise due to the Optionholders under the Escrow Agreement to the Company (or appropriate entity) which shall promptly pay such amounts to the applicable Optionholders less applicable withholding taxes or other amounts required to be withheld by law. (d) The Escrow Fund shall be held as a trust fund and shall not be subject to any encumbrance, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date (the “Escrow Release Date”) (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeitureAgreement.

Escrow Amount. At the ClosingEffective Time, Intermediate Corp shall deposit a portion of the Escrow Amount into Merger Consideration in an interest-bearing account amount equal to $10,000,000 (the “Escrow AccountAmount”) with shall be paid by Buyer to ▇▇▇▇▇ Fargo Bank, N.A., as escrow agent of the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date Parties (the “Escrow Release DateAgent”) ), to be held in escrow in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit A (subject to the “Escrow Agreement”). The Escrow Amount shall be held, invested and distributed in accordance with the terms of the Escrow Agreement relating and in accordance with this Section 3.2 and Article VIII hereof. Following the Closing and in accordance with Section 8.10, the Member Representative shall be entitled to then-outstanding indemnification claims). With respect direct the Escrow Agent, at any time and from time to time, to pay the following fees and expenses that may be incurred by the Member Representative on behalf of the holders of Units and the holders of Phantom Units out of the Escrow Amount: (a) the reasonable fees and disbursements of special outside counsel to the Member Representative incurred in connection with any amounts remaining indemnification claims for Damages pursuant to Article VIII, (b) the reasonable fees and expenses of any other agents, advisors, consultants and experts employed by the Member Representative incurred in connection with any indemnification claims for Damages pursuant to Article VIII, (c) the reasonable fees and disbursements of the Member Representative’s independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement under Section 3.7(b) and (d) other reasonable out-of-pocket expenses of the Member Representative incurred in connection with any indemnification claims for Damages pursuant to Article VIII or the procedures set forth in Section 3.7(b) (collectively, the “Member Allocable Expenses”). For the avoidance of doubt, all unpaid Member Allocable Expenses that have been submitted to the Escrow Account on Agent by the Escrow Release Date (subject to the terms Member Representative for payment and that are permitted hereby shall be paid out of the Escrow Agreement relating Amount by the Escrow Agent prior to then-outstanding indemnification claimsany payment being made by the Escrow Agent of any portion of the Escrow Amount to any Buyer Indemnified Party or to any holder of Units (other than Preferred Units) or Phantom Units (bother than Preferred Phantom Units) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall 8.10. In no event will Buyer or the Member Representative be immediately distributed pursuant to Section 3.4(b) and (ii) responsible for payment of Member Allocable Expenses in excess of the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeitureAmount.

Escrow Amount. At Notwithstanding anything to the Closing, Intermediate Corp contrary contained herein: (a) Parent shall deposit withhold from the Escrow Amount into Merger Consideration otherwise payable at Closing an interest-bearing account amount of $8,220,000 (the “Escrow AccountAmount”) with ). On the Escrow & Exchange AgentClosing Date, and Parent shall cause the Escrow Amount to be delivered to an escrow agent reasonably satisfactory to Parent and the Company (the “Escrow Agent”), pursuant to an escrow agreement by and among Parent, the Company and the Former Company Stockholders’ Agent and Escrow Agent (the “Escrow Agreement”) substantially in the form annexed hereto as Exhibit 3.2(a). Such sum shall remain be paid to the Escrow Agent on the Closing Date by wire transfer of immediately available funds to the account designated in escrow subject writing by the Escrow Agent. The Escrow Amount will be held by the Escrow Agent as partial security for the obligations of the Former Company Stockholders to the Parent Indemnified Parties pursuant to the terms of Article XI of this Agreement Agreement. The Escrow Amount shall be disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement. (b) In addition to the Escrow Amount set forth in Section 3.2(a) above, Parent shall withhold from the Merger Consideration otherwise payable at Closing an amount of $2,050,000 (the “Working Capital Escrow Amount”). On the Closing Date, Parent shall cause the Working Capital Escrow Amount to be delivered to the Escrow Agent pursuant to an escrow agreement by and among Parent, the Company, the Former Company Stockholders’ Agent and the Escrow Agreement until twelve Agent (12the “Working Capital Escrow Agreement”) months following substantially in the form annexed hereto as Exhibit 3.2(b). Such sum shall be paid to the Escrow Agent on the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent. The Working Capital Escrow Amount will be held by the Escrow Agent as partial security for the obligations, if any, of the Former Company Stockholders to Parent pursuant to the terms of Section 3.3(f) and 3.3(g) of this Agreement. The Working Capital Escrow Amount shall be disbursed by the Escrow Agent pursuant to the terms of the Working Capital Escrow Agreement. (c) Notwithstanding anything to the “contrary in this Section 3.2, a portion of each of the Escrow Release Date”Amount and the Working Capital Escrow Amount shall consist of shares of capital stock of the Parent, in lieu of cash, with such portion equal, in each case, to the proportion that (i) the aggregate amount of Merger Consideration which would have been payable as of the Effective Time to the Rollover Shareholders, collectively, had such Persons not contributed shares of Company Common Stock or shares of restricted Company capital stock to the Parent prior to the Effective Time bears to (subject ii) the aggregate amount of Merger Consideration payable as of the Effective Time. The Parent shall deliver certificates representing such shares of its capital stock to the Former Company Stockholders’ Agent which shall deliver such certificates to the Escrow Agent at the Closing, to be held by the Escrow Agent as partial security for the obligations, if any, of the Rollover Shareholders to the Parent Indemnified Parties pursuant to the terms of Article XI of this Agreement or to Parent pursuant to the terms of Section 3.3(f) and 3.3(g) of this Agreement, respectively. Such shares so deposited shall be disbursed to the applicable Rollover Shareholder or the Parent by the Escrow Agent pursuant to the terms of the Escrow Agreement relating to then-outstanding indemnification claims). With respect to (a) any amounts remaining in and the Working Capital Escrow Account on the Escrow Release Date (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b)Agreement, the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeiturerespectively.

Escrow Amount. (i) At the Closing, Intermediate Corp the Buyer Company shall deposit the Escrow Amount into an interest-bearing account with HSBC (the “Escrow AccountAgent”), by wire transfer of immediately available funds, an amount equal to the Escrow Amount, such amount plus all accumulated earnings thereon (such amounts, if any, “Escrow Consideration”) to constitute an escrow fund (the “Escrow Fund”) to be governed in accordance with the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of this Agreement and the Escrow Agreement until twelve (12) months following escrow agreement in substantially the Closing Date form attached hereto as Exhibit C (the “Escrow Release DateAgreement”), among the Buyer Company, the Escrow Agent and the Sellers’ Representative. (ii) (subject x) The Escrow Fund shall be used to satisfy any amounts owed to the terms Buyer Company and its Affiliates from the Sellers pursuant to this Agreement, including Working Capital adjustments pursuant to Section 3.1(e)(i) and indemnification amounts owed hereunder. In the event an amount determined pursuant to Section 3.1(e)(i) for Working Capital is owing to the Buyer Company (such amount, the “W/C Release Amount”), the Buyer Company and the Sellers’ Representative shall jointly instruct the Escrow Agent to distribute the W/C Release Amount to the Buyer Company. To the extent the W/C Release Amount distributed to the Buyer Company pursuant to the preceding sentence is less than $3,000,000, the Buyer Company and the Sellers’ Representative shall jointly instruct the Escrow Agent to distribute an amount equal to the difference thereof to the Sellers’ Representative for the account of the Sellers, in accordance with their respective Pro Rata Shares (reduced pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), and to the TARGET the amount of the amounts withheld in accordance with Section 3.1(c)(i)(y). The Buyer Company and the Sellers’ Representative shall provide such joint instructions timely so that distributions can be made by the Escrow Agent within the time period required by Section 3.1(e)(i). The remaining portion of the Escrow Agreement relating Fund shall be used to then-outstanding indemnification claims). With respect to (a) satisfy any other amounts remaining in the Escrow Account on the Escrow Release Date (subject owed to the terms of Buyer Company and its Affiliates from the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof Sellers pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeiturethis Agreement.