Common use of Escrow Amount Clause in Contracts

Escrow Amount. (a) The Escrow Agent shall hold the Escrow Stock, Escrow Cash and USVI Tax Escrow in accordance with the terms and conditions of an escrow agreement, by and among the Parent, the Seller, and the Escrow Agent, in substantially the form attached hereto as Exhibit 2.6 (the “Escrow Agreement”). The Escrow Stock and Escrow Cash shall remain in escrow following the Closing to cover any indemnification claims in accordance with the terms of the Escrow Agreement and Section 11.7 hereof. The USVI Tax Escrow shall remain in escrow following the Closing to cover any indemnification claim related to USVI Exposure. (b) The Escrow Agreement shall provide that the Escrow Stock shall be released as follows (each date of escrow release, an “Escrow Release Date”) and the value of each share of Parent Common Stock for purposes of this Section 2.6(b) equal to the Issuance Price: (i) twenty-five percent (25%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the nine (9) month anniversary of the Closing Date (the “First Escrow Release Date”); (ii) thirty-three and one-third percent (33.33%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the twelve (12) month anniversary of the Closing Date; (iii) fifty percent (50%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the fifteen (15) month anniversary of the Closing Date; and (iv) any Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the eighteen (18) month anniversary of the Closing Date (the “Final Escrow Release Date”.

Escrow Amount. (a) The A portion of the Merger Consideration otherwise payable to the Company Stockholders in cash equal to the Escrow Amount will be deposited by Parent on the Closing Date with the Escrow Agent shall hold the Escrow Stock, Escrow Cash and USVI Tax Escrow in an escrow fund in accordance with the terms and conditions of an escrow agreement, by and among the Parent, the Seller, and the Escrow Agent, Agreement in substantially the form attached hereto as Exhibit 2.6 mutually agreed by the Parties (the “Escrow Agreement”). The Working Capital Escrow Stock Amount shall be used to satisfy any adjustment to the Merger Consideration pursuant to Section 2.7(d), and the Indemnity Escrow Cash Amount shall remain be used to satisfy any Shortfall Amount in escrow following excess of the Closing to cover Working Capital Escrow Amount and any indemnification claims in accordance with the terms obligations of the Company Escrow Agreement and Parties under Section 11.7 hereof. The USVI Tax Escrow shall remain in escrow following the Closing to cover any indemnification claim related to USVI Exposure7.1. (b) The Any portion of the Working Capital Escrow Amount that has not been paid to Parent to satisfy the Company Escrow Parties’ obligations pursuant to Section 2.7(d) of this Agreement shall provide be distributed to the Company Escrow Parties on the 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 Stock Parties’ obligations pursuant to Section 2.7(d) and Section 7.1 of this Agreement shall be released as follows (each date of escrow release, an “Escrow Release Date”) and the value of each share of Parent Common Stock for purposes of this Section 2.6(b) equal distributed to the Issuance Price: (i) twenty-five percent (25%) of the Company Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller Parties on the nine second Business Day following the first (91st) month anniversary of the Closing Date (the “First Escrow Release Termination Date”); (ii) thirty-three and one-third percent (33.33%) ; provided, however, any portion of the Indemnity Escrow Amount that is subject to any pending claim as of the Escrow Stock then remaining Termination Date shall be retained by Parent in escrow less a number until the resolution of shares of Parent Common Stock with a value equal such pending claim. The Escrow Amount shall be withheld from the Merger Consideration that would otherwise be payable to the amount of any outstanding claims will be released Company Escrow Parties on a pro rata basis, as determined by reference to Seller on the twelve (12) month anniversary portion of the Closing Date; Merger Consideration each Company Escrow Party is entitled to receive in the Merger as compared to all other Company Escrow Parties (iii) fifty percent (50%) of the each Company Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the fifteen (15) month anniversary of the Closing Date; and (iv) any Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the eighteen (18) month anniversary of the Closing Date (the Party’s “Final Escrow Release DatePro Rata Share”).

Escrow Amount. (a) The A portion of the Base Purchase Price equal to the Escrow Amount shall be held and disbursed by the Escrow Agent shall hold the Escrow Stock, Escrow Cash and USVI Tax Escrow in accordance with the terms and conditions of an escrow agreement, by and among the Parent, the Seller, and the Escrow Agent, in substantially the form attached hereto as Exhibit 2.6 (the “Escrow Agreement”). The Escrow Stock and Escrow Cash shall remain in escrow following the Closing to cover any indemnification claims in accordance with the terms of the Escrow Agreement and this Section 11.7 hereof2.5. If at any time, or from time to time, Buyer shall become entitled to receive one or more payments from Sellers under Section 9, Buyer shall, in accordance with the terms of the Escrow Agreement, receive a disbursement of the Escrow Funds in an amount equal to the lesser of (a) the full amount owed by Sellers to Buyer under Section 9 and (b) the full amount of the Escrow Funds then held by the Escrow Agent. The USVI Tax Escrow obligation of Sellers to pay any amount under Section 9 shall remain in escrow following be reduced by the Closing to cover actual amount of any indemnification claim related to USVI Exposuresuch disbursement received by Buyer. (b) The Escrow Agreement shall provide that On the Escrow Stock shall be released as follows six (each date of escrow release, an “Escrow Release Date”) and the value of each share of Parent Common Stock for purposes of this Section 2.6(b) equal to the Issuance Price: (i) twenty-five percent (25%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the nine (9) month anniversary of the Closing Date (the “First Escrow Release Date”); (ii) thirty-three and one-third percent (33.33%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the twelve (126) month anniversary of the Closing Date; (iii) fifty percent (50%) , the Escrow Agent shall, in accordance with the terms of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to Agreement, calculate the amount difference between (x) $200,000 and (y) the sum of any disbursements of Escrow Funds made to Buyer in accordance with Section 2.5(a) and the amounts of all outstanding claims will be released by Buyer against Sellers under Section 9 through the close of business on such date. If the difference so calculated is greater than $0, the Escrow Agent shall release such amount to Seller on Sellers in accordance with the fifteen terms of the Escrow Agreement. (15c) month On the first (1st) anniversary of the Closing Date; and, the Escrow Agent shall, in accordance with the terms of the Escrow Agreement, calculate the difference between (x) $400,000 and (y) the sum of (1) any disbursements of Escrow Funds made to Buyer in accordance with Section 2.5(a) and (2) the amounts of all outstanding claims by Buyer against Sellers under Section 9 through the close of business on such date. If the difference so calculated is greater than $0, the Escrow Agent shall release such amount to Sellers in accordance with the terms of the Escrow Agreement. (ivd) any The Escrow Stock then remaining Agent shall, in escrow less a number accordance with the terms of shares the Escrow Agreement, calculate the difference between the (x) the portion of Parent Common Stock with a value equal to the amount Escrow Amount not disbursed through the close of any outstanding claims will be released to Seller business on the date that is eighteen (18) month anniversary of months after the Closing Date and (y) the amount of all outstanding claims by Buyer against Sellers under Section 9 through the close of business on such date. Upon the final resolution of and payment of such outstanding claims, Sellers shall be entitled to the balance, if any, of the Escrow Funds. The Escrow Agent shall release any such balance to Sellers in accordance with the terms of the Escrow Agreement. (e) For purposes of this Section 2.5, a claim shall be outstanding under Section 9 if Buyer shall have delivered a Notice of Claim to the Sellers’ Representative in accordance with this Agreement and the claims referred to therein shall not have been finally resolved or any amounts due to Buyer with respect thereto shall not have been paid in full. (f) Any portion of the Escrow Amount returned to Sellers pursuant to the Escrow Agreement shall constitute “Final Escrow Release DateConsideration.”.

Escrow Amount. At the Closing, the Purchaser withholds from the Cash Consideration (i) an amount equal to EUR 20,987,758.81 (the “General Escrow Amount”), which includes, as part of that amount, an amount equal to EUR 1,816,200.51 (the “Tax Specific Indemnity Escrow Amount”) which shall specifically cover Damages arising from the Tax Specific Indemnity Events (as this term is defined in Clause 5.1.2; and (ii) an amount equal to Eur 3,632,401.02 (the “Environmental Escrow Amount”) (hereinafter, the General Escrow Amount and the Environmental Escrow Amount, amounting together to 24,620,159.83, shall be collectively referred to as the “Escrow Amount”) and deposits the Escrow Amount with the Escrow Agent. (a) The On the 12th month anniversary of the Signing Date (the “12-Month Escrow Agent shall hold Release Date”), an aggregate amount equal to 50% of the General Escrow Amount minus any claims for indemnification against the Vendors pursuant to Clauses 4, 5 and 7 (including any amounts that are the subject of any pending or disputed indemnification claim), minus the Aggregate Excess will be released from the Escrow StockAccount to the Vendors, Escrow Cash and USVI Tax Escrow as applicable, in accordance with their Pro Rata Portions and the terms and conditions of an escrow agreement, by and among the Parent, the Seller, and the Escrow Agent, in substantially Agreement. (b) On the form attached hereto as Exhibit 2.6 18th month anniversary of the Signing Date (the “18-Month Escrow AgreementRelease Date”). The , an aggregate amount equal to the then remainder of the General Escrow Stock Amount, minus any claims for indemnification against the Vendors pursuant to Clauses 4, 5 and 7 (including any amounts that are the subject of any pending or disputed indemnification claim), minus the Tax Specific Indemnity Escrow Cash Amount, which shall remain be kept in escrow following only to the Closing effects of covering any of the Tax Specific Indemnity Events, will be released from the Escrow Account to cover any indemnification claims the Vendors, as applicable, in accordance with their Pro Rata Portions and the terms of the Escrow Agreement. (c) On the 48th month anniversary of the Signing Date (or, if earlier, on the date which is 15 days after the notification of the final amount challenged derived from G▇▇▇▇ Group´s tax audit which started with notifications of 19 th and 20th February 2015 –reference ****) (the “Final General Escrow Release Date”), an aggregate amount equal to the then remainder of the General Escrow Amount (which, for the avoidance of doubt, shall include only the remainder of the Tax Specific Indemnity Escrow Amount) subject to release upon such 18-Month Escrow Release Date or Final General Escrow Release Date, as applicablewill be released from the Escrow Account to the Vendors, as applicable, in accordance with their Pro Rata Portions and the terms of the Escrow Agreement. (d) On the 24th month anniversary of the beginning of the Remediation Work (as this term is defined in Clause 5.1.6 below) (the “Environmental Escrow Release Date”) an aggregate amount equal to the then remainder of Environmental Escrow Amount, minus any claims for indemnification against the Vendors pursuant to Clause 5.1.6 (including any amounts that are the subject of any pending or disputed indemnification claim) will be released from the Escrow Account to the Vendors, as applicable, in accordance with their Pro Rata Portions and the terms of the Escrow Agreement and Section 11.7 hereof. The USVI Tax Escrow Once payment has been made in the manner indicated above, the Vendors shall remain in escrow following the Closing to cover any indemnification claim related to USVI Exposure. (b) The Escrow Agreement shall provide that the Escrow Stock shall be released as follows (each date of escrow release, an “Escrow Release Date”) and the value of each share of Parent Common Stock for purposes of this Section 2.6(b) equal grant to the Issuance Price: (i) twenty-five percent (25%) Purchaser a payment receipt for the amounts respectively received at each of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the nine (9) month anniversary of the Closing Date (the “First Escrow Release Date”); (ii) thirty-three and one-third percent (33.33%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the twelve (12) month anniversary of the Closing Date; (iii) fifty percent (50%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the fifteen (15) month anniversary of the Closing Date; and (iv) any Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the eighteen (18) month anniversary of the Closing Date (the “Final Escrow Release Date”indicated releases dates.

Escrow Amount. On or prior to the Closing, (ai) The the Representative, Parent and the Escrow Agent shall hold enter into the Escrow StockAgreement, and (ii) an amount equal to [***] (the “Escrow Cash Amount”) shall be deposited in escrow at Closing pursuant to Section 2.10(a)(ii) and USVI Tax Escrow shall be held in accordance with escrow pursuant to the terms of this Agreement and conditions the Escrow Agreement. On the first anniversary of an escrow agreement, by and among the ParentClosing Date, the Seller, and parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in substantially any event, within five (5) Business Days after the form attached hereto as Exhibit 2.6 first anniversary of the Closing) release and deliver to the Securityholders (in accordance with Section 2.10(a)) an amount equal to [***] (the “First Period Escrow AgreementAmount”)) less the amount of pending or disputed indemnification claims of Parent Indemnified Persons in compliance with the requirements of Article VIII and the aggregate amount of any releases from the Escrow Account, if any, for claims prior to such first anniversary date. The amount of the First Period Escrow Stock and Escrow Cash Amount subject to such pending or disputed indemnification claims of Parent Indemnified Persons made before the first anniversary of the Closing Date shall remain in escrow following the Closing Escrow Fund until such time such portion of the First Period Escrow Amount is no longer subject to cover any pending or disputed indemnification claims of Parent Indemnified Persons, at which time the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days) release and deliver to the Securityholders (in accordance with the terms of the Escrow Agreement and Section 11.7 hereof2.10(a)) such amount. The USVI Tax Escrow shall remain in escrow following the Closing to cover any indemnification claim related to USVI Exposure. (b) The Escrow Agreement shall provide that the Escrow Stock shall be released as follows (each date of escrow releaseOn midnight, an “Escrow Release Date”) and the value of each share of Parent Common Stock for purposes of this Section 2.6(b) equal to the Issuance Price: (i) twenty-five percent (25%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller Pacific Time on the nine (9) date that is the eighteen month anniversary of the Closing Date (for example, if the Closing Date was June 15, 2016, then the date would be December 15th, 2017) (the “First Escrow Release Termination Date”) the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days) release and deliver to the Stockholders the remaining amounts held in the Escrow Fund less the amount subject to pending or disputed indemnification claims of Parent Indemnified Persons , and where such claims are in compliance with the requirements of Article VIII. On the Escrow Termination Date, the Escrow Fund will terminate except with respect to any amount that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied (including pending) claims for Losses specified in any Officer’s Certificate delivered by Parent Indemnified Persons to the Escrow Agent and the Representative on or prior to the Escrow Termination Date, and in accordance with the provisions of Article VIII. As soon as all such claims have been resolved, the Escrow Agent shall immediately deliver to the Securityholders (in accordance with Section 2.10(a); (ii) thirty-three and one-third percent (33.33%) the remaining portion of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal Amount, if any, not required to satisfy such claims pursuant to the amount of any outstanding claims will Escrow Agreement. Deliveries from the Escrow Fund to the Stockholders pursuant to this Agreement and the Escrow Agreement shall be released made in proportion to Seller on the twelve (12) month anniversary Securityholders’ respective Applicable Percentage of the Closing Date; (iii) fifty percent (50%) of remaining Escrow Amount as set forth in Exhibit C, and in the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock Agreement, with a value equal each amount rounded to the amount of any outstanding claims will be released to Seller on the fifteen nearest whole cent (15) month anniversary of the Closing Date; and (iv) any Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the eighteen (18) month anniversary of the Closing Date (the “Final Escrow Release Date”$0.01).