Common use of Escrow Amount Clause in Contracts

Escrow Amount. At the Closing, an amount in cash equal to $25,000,000 of the Closing Merger Consideration (the “Escrow Amount”) will be withheld and deposited by Parent in a separate account (the “Escrow Account”) with JPMorgan Chase Bank, NA (the “Escrow Agent”). The Escrow Amount will be held and distributed as provided in the Escrow Agreement and as described herein. The Escrow Amount will be held solely for the purpose of securing the post-Closing obligations of the Company Securityholders set forth in this Agreement (including the indemnification obligations of the Company Securityholders) and making any payments owed to Parent or the other Indemnified Persons pursuant to this Agreement. Subject to a reserve to the extent of any 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 18-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 Company Securityholders will be made in accordance with the Closing Consideration Spreadsheet, as updated in accordance with this Agreement. Each of Parent and the Company will pay 50% of all fees, costs and expenses of the Escrow Agent with respect to the Escrow Account. All fees, costs and expenses of the Paying Agent with respect to the Exchange Fund, will be paid by Parent. The Escrow Amount will be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Amount will be held as a trust fund and will not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and will be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. The approval of this Agreement and the Merger by the Company Securityholders will constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow.

Escrow Amount. At (a) A portion of the Closing, an amount Merger Consideration otherwise payable to the Company Stockholders in cash equal to $25,000,000 of the Escrow Amount will be deposited by Parent on the Closing Merger Consideration Date with the Escrow Agent in an escrow fund in accordance with the Escrow Agreement in the form mutually agreed by the Parties (the “Escrow Amount”) will be withheld and deposited by Parent in a separate account (the “Escrow Account”) with JPMorgan Chase Bank, NA (the “Escrow AgentAgreement”). The Working Capital Escrow Amount will shall be held used to satisfy any adjustment to the Merger Consideration pursuant to Section 2.7(d), and distributed as provided in the Escrow Agreement and as described herein. The Indemnity Escrow Amount will shall be held solely for the purpose of securing the post-Closing obligations used to satisfy any Shortfall Amount in excess of the Company Securityholders set forth in this Agreement (including the Working Capital Escrow Amount and any indemnification obligations of the Company SecurityholdersEscrow Parties under Section 7.1. (b) and making any payments owed Any portion of the Working Capital Escrow Amount that has not been paid to Parent or to satisfy the other Indemnified Persons Company Escrow Parties’ obligations pursuant to this Agreement. Subject to a reserve to the extent of any pending claims, the terms and conditions Section 2.7(d) of this Agreement and shall be distributed to the Company Escrow Agreement, the Escrow Agreement will provide for the release of amounts remaining in the Escrow Account Parties on the 18-month second Business Day following the final determination of the Closing Net Working Capital under Section 2.7 (the “Working Capital Escrow Termination Date”). Any portion of the Indemnity Escrow Amount that has not been paid to Parent to satisfy the Company Escrow Parties’ obligations pursuant to Section 2.7(d) and Section 7.1 of this Agreement shall be distributed to the Company Escrow Parties on the second Business Day following the first (1st) anniversary of the ClosingClosing Date (the “Escrow Termination Date”); provided, however, any portion of the Indemnity Escrow Amount that no amounts is subject to unresolved claims will be released until such claims are resolved. Any release and payment of amounts remaining in the Escrow Account to Company Securityholders will be made in accordance with the Closing Consideration Spreadsheet, any pending claim as updated in accordance with this Agreement. Each of Parent and the Company will pay 50% of all fees, costs and expenses of the Escrow Agent with respect to Termination Date shall be retained by Parent in escrow until the Escrow Account. All fees, costs and expenses resolution of the Paying Agent with respect to the Exchange Fund, will be paid by Parentsuch pending claim. The Escrow Amount will shall be held by withheld from the Escrow Agent under the Escrow Agreement pursuant Merger Consideration that would otherwise be payable to the terms thereof. The Company Escrow Amount will be held Parties on a pro rata basis, as a trust fund and will not be subject determined by reference to any lien, attachment, trustee process or any other judicial process the portion of any creditor of any party, and will be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. The approval of this Agreement and the Merger by Consideration each Company Escrow Party is entitled to receive in the Merger as compared to all other Company Securityholders will constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Parties (each Company Escrow Amount in escrowParty’s “Pro Rata Share”).

Escrow Amount. At (a) The Maintenance Funds shall be administered by a committee of four individuals (the Closing"MAINTENANCE COMMITTEE"), an amount in cash equal to $25,000,000 of which two shall be elected by Accuride (which initially shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇) and two shall be elected by the Sellers (which initially shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇). All decisions of the Closing Merger Consideration (Maintenance Committee shall be made by the “Escrow Amount”) will be withheld and deposited by Parent in a separate account (the “Escrow Account”) with JPMorgan Chase Bank, NA (the “Escrow Agent”). The Escrow Amount will be held and distributed as provided in the Escrow Agreement and as described herein. The Escrow Amount will be held solely for the purpose of securing the post-Closing obligations majority vote of the Company Securityholders set forth in this Agreement (including the indemnification obligations of the Company Securityholders) and making any payments owed to Parent or the other Indemnified Persons pursuant to this Agreement. Subject to a reserve to the extent of any 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 18-month anniversary of the ClosingMaintenance Committee; provided, however, that no amounts subject in the event that the Maintenance Committee is unable to unresolved claims will concur on a decision, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or his successor shall make the final decision on behalf of the Maintenance Committee in his sole discretion. The Maintenance Committee shall determine a ------------- ---------------- --------- --------- ----------- Accuride Servicios AISA IASA GIR Company schedule (the "MAINTENANCE SCHEDULE") establishing certain maintenance costs at the IASA Facility that are not considered to be released until incurred in the ordinary course of business (the "EXTRAORDINARY MAINTENANCE COSTS"). The Maintenance Committee shall deliver a notice to the Escrow Agent (as defined in the Escrow Agreement), providing instructions to deliver from the Maintenance Funds an amount equal to such claims are resolvedExtraordinary Maintenance Costs to the appropriate party as set forth in the Maintenance Schedule. Any release and payment The term of amounts the Maintenance Fund shall be for a period of thirty days after the Closing Date (the "MAINTENANCE FUNDS EXPIRATION DATE"). If the total sum of all Extraordinary Maintenance Costs set forth in the Maintenance Schedule is less than the Maintenance Funds, the Maintenance Committee shall deliver a notice to the Escrow Agent, instructing the Escrow Agent to deliver to IASA any amount remaining in the Escrow Account Maintenance Funds as of the Maintenance Funds Expiration Date. (b) The Raw Materials Funds shall be subject to the following: (i) Pursuant to the terms of the Wheel Requirements Agreement, the Company Securityholders will be made in accordance with has been selling raw materials (the Closing Consideration Spreadsheet, as updated in accordance with this Agreement"Raw Materials") to IASA for IASA to manufacture Wheels for sale to the Company. Each of Parent IASA and the Company have agreed to amend the terms of the Wheel Requirements Agreement whereby the Company will pay 50% continue providing Raw Materials to IASA, but retaining title thereto, for IASA to provide the corresponding Wheel manufacturing services to the Company, pursuant to the Wheel Requirements Agreement, as amended by Amendment No. 1 to the Wheel Requirements Agreement executed on the date hereof, a copy of all feeswhich is attached hereto as Exhibit B. Therefore, costs IASA hereby agrees to sell, and expenses as of the Closing Date shall sell, and transfer and assign to the Company title to the existing inventory of Raw Materials, pursuant to an invoice in substantially the form attached hereto as Exhibit C. (ii) The parties agree that as of the Closing Date, there should be a fixed amount of Raw Materials as determined on the books and records of the Company (the "ESTIMATED RAW MATERIALS") at the IASA Facility. As soon as practicable after the Closing (but no later than 10 days thereafter), the Company and IASA shall perform an audit (the "Audit Date") of the actual Raw Materials (the "ACTUAL RAW MATERIALS") at the IASA Facility (and reconcile such amount taking into consideration the Raw Material provided from the Closing Date to the Audit Date). If the Actual Raw Materials is less than the Estimated Raw Materials and such difference is not reasonably resolved (i.e., allowance for steel and steel section scraps) subject to the Purchasers' satisfaction, such difference shall be distributed to the Company from the Raw Materials Funds, and any remaining amounts in the Raw Materials Funds shall be distributed to IASA; within five days of the final determination of the Actual Raw Materials, the Seller Representative and the Purchaser Representative shall deliver to the Escrow Agent with respect to the Escrow Account. All fees, costs and expenses a notice providing instructions for such distributions. (c) The Tax Lien Funds shall be governed by Section 4(c) of the Paying Agent with respect to the Exchange Fund, will be paid by Parent. The Escrow Amount will be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Amount will be held as a trust fund and will not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and will be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. The approval of this Agreement and the Merger by the Company Securityholders will constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow.------------- ---------------- --------- --------- ----------- Accuride Servicios AISA IASA GIR Company

Escrow Amount. At Each Project Pricing Summary Sheet shall set forth the Closing, an amount in cash equal to $25,000,000 of Escrow Amount for the Closing Merger Consideration (the “Escrow Amount”) will be withheld and deposited by Parent in a separate account (the “Escrow Account”) with JPMorgan Chase Bank, NA (the “Escrow Agent”)applicable Project. The Escrow Amount shall be deducted from the second Milestone Payment and, concurrently with the occurrence of the COD of a Project, the Project Company shall deposit into escrow the Escrow Amount for such Project. Such escrow shall be established pursuant to an escrow agreement to be entered into by the Project Company and the SunEdison EPC Party in connection with the applicable EPC Agreement (each an “Escrow Agreement”). Subject to the terms of the applicable Escrow Agreement, in the event the Project Company (i) obtains the proceeds of Project Debt Financing for such Project on or before the date which is three (3) months after the delivery by the Project Company of the Substantial Completion Certificate (as such term is defined in the EPC Agreement) for such Project, the entire Escrow Amount for such Project will be held and distributed as provided in released to the SunEdison EPC Party, (ii) does not obtain the proceeds of Project Debt Financing for such Project prior to the date which is six (6) months after the Project Company’s delivery of the Substantial Completion Certificate for such Project, all of the Escrow Agreement Amount for such Project will be released to the Project Company or (iii) obtains the proceeds of Project Debt Financing for such Project on a date which is more than three (3) months but less than six (6) months after the Project Company’s delivery of the Substantial Completion Certificate for such Project, then (A) CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION the Escrow Amount shall be allocated between the SunEdison EPC Party and as described hereinthe Project Company based upon a fraction (the “Disbursement Fraction”), the numerator of which shall be the number of days having elapsed subsequent to the date which is three (3) months after Project Company’s delivery of the Substantial Completion Certificate for such Project and the denominator of which is the total number of days between the date which is three (3) months after Project Company’s delivery of the Substantial Completion Certificate for such Project and the date which is six (6) months after Project Company’s delivery of the Substantial Completion Certificate for such Project and (B) the portion of the Escrow Amount to be disbursed to the Project Company shall be the product of the Escrow Amount multiplied by the Disbursement Fraction, and the balance of such Escrow Amount shall be disbursed to SunEdison. The Escrow Amount will be held solely for the purpose of securing the post-Closing obligations of the Company Securityholders set forth in this Agreement (including the indemnification obligations of the Company Securityholders) and making any payments owed to Parent or the other Indemnified Persons pursuant to this Agreement. Subject to a reserve to the extent of any 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 18-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 Company Securityholders will be made in accordance with the Closing Consideration Spreadsheet, as updated in accordance with this Agreement. Each of Parent and the Company will pay 50% of all fees, costs and expenses of the Escrow Agent with respect to the Escrow Account. All fees, costs and expenses of the Paying Agent with respect to the Exchange Fund, will be paid by Parent. The Escrow Amount will be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Amount will be held as a trust fund and will not shall also be subject to any lien, attachment, trustee process withdrawal by the SunEdison EPC Party or any other judicial process of any creditor of any party, and will be held and disbursed solely for the purposes and its Affiliates in accordance connection with the terms of this Agreement and the Escrow Agreement. The approval of this Agreement and the Merger by the Company Securityholders will constitute approval payment of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in escrowSunEdison Carrying Costs pursuant to Section 5.2(b).

Escrow Amount. (a) The Post-Closing Adjustment Escrow Amount shall be held by the Escrow Agent in the Escrow Account pursuant to the terms of the Escrow Agreement from the Effective Date until the final resolution of any adjustment to the Merger Consideration is determined under Section 9.03 hereof and shall be released by the Escrow Agent in accordance with Section 9.03 hereof and the terms of the Escrow Agreement. (b) The Environmental Remediation Escrow Amount shall be held by the Escrow Agent in the Escrow Account pursuant to the terms of the Escrow Agreement from the Effective Date until the expiration of the Environmental Remediation Escrow Period (as defined in the Escrow Agreement) and shall be released by the Escrow Agent in accordance with the terms of the Escrow Agreement. (c) The Indemnification Escrow Amount shall be held by the Escrow Agent in the Escrow Account pursuant to the terms of the Escrow Agreement from the Effective Date until two years after the Effective Date (the "INDEMNIFICATION ESCROW PERIOD"). During the Indemnification Escrow Period, if any Buyer Indemnified Party suffers Losses subject to indemnification pursuant to Section 11.02(a) hereof, it shall be entitled to recover from the Indemnification Escrow Amount an amount equal to the amount of the Loss pursuant to the terms of the Escrow Agreement. (d) At the Closingend of the Indemnification Escrow Period, the Escrow Agent shall promptly deliver to the Shareholder Representative and the ESOP cash (the "RETURNED CASH") in amount equal to the then current balance of Indemnification Escrow Amount (subject to the prior reduction of the Indemnification Escrow Amount through the release of funds in the Escrow Fund in satisfaction of any Loss for which Buyer Indemnified Parties were entitled to indemnification pursuant to Section 11.02(a) hereof) less the aggregate value of all pending claims for indemnification under this Article XI made by Buyer, if any, for which notice has been timely filed by any Buyer Indemnified Party, and the Shareholder Representative shall in turn promptly deliver such cash to the Company Shareholders (other than the ESOP) pursuant to the terms of this Agreement. The Returned Cash shall be apportioned between the Shareholder Representative and the ESOP as follows: (i) to the Shareholder Representative, a percentage of such Returned Cash equal to the Non-ESOP Shareholders Percentage and (ii) to the ESOP, a percentage of such Returned Cash equal to the ESOP Shareholders Percentage. At the time that the Escrow Agent delivers the Returned Cash to the Shareholder Representative and the ESOP, the Escrow Agent shall deliver a notice to Buyer, the Shareholder Representative and the ESOP setting forth the amount of Returned Cash, the aggregate value of all pending claims for indemnification under this Article XI, if any, for which notice has been timely filed by any Buyer Indemnified Party, and the amount of the Indemnification Escrow Amount that will remain in escrow pursuant to the Escrow Agreement pending resolution of any such claims (the "RETAINED CASH"). (e) Within ten (10) business days after the date on which a claim for indemnification of a Loss against Retained Cash has been completely and finally resolved in accordance with this Agreement, the Escrow Agent shall deliver to the Shareholder Representative and the ESOP the Retained Cash less an amount in of cash equal to $25,000,000 the aggregate amount recovered by Buyer in connection with the final resolution of its claims against the Retained Cash. (f) Prior to release from the Escrow Account, all income earned on the Escrow Amount shall be taxable to Buyer as the owner thereof and shall be credited to the Escrow Account. On a quarterly basis, in accordance with the Escrow Agreement, the Escrow Agent shall disburse forty percent (40%) of the Closing Merger Consideration (the “Escrow Amount”) will be withheld and deposited by Parent in a separate account (the “Escrow Account”) with JPMorgan Chase Bank, NA (the “Escrow Agent”). The Escrow Amount will be held and distributed as provided accumulated income in the Escrow Agreement Account, including investment income thereon, to Buyer and as described herein. The Escrow Amount will be held solely for the purpose of securing the post-Closing obligations of the Company Securityholders set forth in this Agreement (including the indemnification obligations of the Company Securityholders) and making any payments owed to Parent or the other Indemnified Persons pursuant to this Agreement. Subject to a reserve to the extent remainder of any pending claims, accumulated income shall remain in the terms and conditions of Escrow Account until released in accordance with this Agreement and the Escrow Agreement, the Escrow Agreement will provide for the release of amounts remaining in the Escrow Account on the 18-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 Company Securityholders will be made in accordance with the Closing Consideration Spreadsheet, as updated in accordance with this Agreement. Each of Parent and the Company will pay 50% of all fees, costs and expenses of the Escrow Agent with respect to the Escrow Account. All fees, costs and expenses of the Paying Agent with respect to the Exchange Fund, will be paid by Parent. The Escrow Amount will be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Amount will be held as a trust fund and will not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and will be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. The approval of this Agreement and the Merger by the Company Securityholders will constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow.

Escrow Amount. At Each Project Pricing Summary Sheet shall set forth the Closing, an amount in cash equal to $25,000,000 of Escrow Amount for the Closing Merger Consideration (the “Escrow Amount”) will be withheld and deposited by Parent in a separate account (the “Escrow Account”) with JPMorgan Chase Bank, NA (the “Escrow Agent”)applicable Project. The Escrow Amount shall be deducted from the second Milestone Payment and, concurrently with the occurrence of the COD of a Project, the Project Company shall deposit into escrow the Escrow Amount for such Project. Such escrow shall be established pursuant to an escrow agreement to be entered into by the Project Company and the SunEdison EPC Party in connection with the applicable EPC Agreement (each an “Escrow Agreement”). Subject to the terms of the applicable Escrow Agreement, in the event the Project Company (i) obtains the proceeds of Project Debt Financing for such Project on or before the date which is three (3) months after the delivery by the Project Company of the Substantial Completion Certificate (as such term is defined in the EPC Agreement) for such Project, the entire Escrow Amount for such Project will be held and distributed as provided in released to the SunEdison EPC Party, (ii) does not obtain the proceeds of Project Debt Financing for such Project prior to the date which is six (6) months after the Project Company’s delivery of the Substantial Completion Certificate for such Project, all of the Escrow Agreement Amount for such Project will be released to the Project Company or (iii) obtains the proceeds of Project Debt Financing for such Project on a date which is more than three (3) months but less than six (6) months after the Project Company’s delivery of the Substantial Completion Certificate for such Project, then (A) the Escrow Amount shall be allocated between the SunEdison EPC Party and as described hereinthe Project Company based upon a fraction (the “Disbursement Fraction”), the numerator of which shall be the number of days having elapsed subsequent to the date which is three (3) months after Project Company’s delivery of the Substantial Completion Certificate for such Project and the denominator of which is the total number of days between the date which is three (3) months after Project Company’s delivery of the Substantial Completion Certificate for such Project and the date which is six (6) months after Project Company’s delivery of the Substantial Completion Certificate for such Project and (B) the portion of the Escrow Amount to be disbursed to the Project Company shall be the product of the Escrow Amount multiplied by the Disbursement Fraction, and the balance of such Escrow Amount shall be disbursed to SunEdison. The Escrow Amount will be held solely for the purpose of securing the post-Closing obligations of the Company Securityholders set forth in this Agreement (including the indemnification obligations of the Company Securityholders) and making any payments owed to Parent or the other Indemnified Persons pursuant to this Agreement. Subject to a reserve to the extent of any 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 18-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 Company Securityholders will be made in accordance with the Closing Consideration Spreadsheet, as updated in accordance with this Agreement. Each of Parent and the Company will pay 50% of all fees, costs and expenses of the Escrow Agent with respect to the Escrow Account. All fees, costs and expenses of the Paying Agent with respect to the Exchange Fund, will be paid by Parent. The Escrow Amount will be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Amount will be held as a trust fund and will not shall also be subject to any lien, attachment, trustee process withdrawal by the SunEdison EPC Party or any other judicial process of any creditor of any party, and will be held and disbursed solely for the purposes and its Affiliates in accordance connection with the terms of this Agreement and the Escrow Agreement. The approval of this Agreement and the Merger by the Company Securityholders will constitute approval payment of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in escrowSunEdison Carrying Costs pursuant to Section 5.2(b).