Common use of Escrow Amounts Clause in Contracts

Escrow Amounts. At the Closing, Buyer shall deposit (i) Fifty Five Million Dollars ($55,000,000.00) (the “General Escrow Amount”) into an escrow account (the “General Escrow Account”) and (ii) Five Million Dollars ($5,000,000) (the “Merger Consideration Escrow Amount”) into an escrow account (the “Merger Consideration Escrow Account”), in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. shall be deemed to be mutually agreeable) (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms of an escrow agreement in a form to be mutually agreed upon by the parties , with such customary changes thereto as requested by the Escrow Agent (the “Escrow Agreement”). The balance of the General Escrow Amount shall be held by the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), and eighteen (18) months after the Closing Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative (for further pro rata distribution to the Fully Diluted Common Holders) in accordance with and subject to the terms of this Agreement and the Escrow Agreement, an amount equal to twenty five (25) percent of the then remaining General Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On the General Survival Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Amount shall be held by the Escrow Agent until the ninetieth (90th) day following the Closing Date to serve, together with the General Escrow Amount, as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.11, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Merger Consideration Escrow Account, if any; provided, however, that, if on such date any Disputed Items exist and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an amount of such funds equal to the amount of such Disputed Items shall not be released from the Merger Consideration Escrow Account until the final determination or agreement of the Conclusive Closing Statement. The fees and disbursements of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne equally by Buyer and the Stockholders’ Representative (which, in the case of the Stockholders’ Representative, shall be payable by the Stockholders’ Representative solely out of the Reserve Amount). Notwithstanding anything in this Agreement to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be made.

Escrow Amounts. At Notwithstanding anything to the Closing, Buyer shall deposit (i) Fifty Five Million Dollars ($55,000,000.00) (the “General Escrow Amount”) into an escrow account (the “General Escrow Account”) and (ii) Five Million Dollars ($5,000,000) (the “Merger Consideration Escrow Amount”) into an escrow account (the “Merger Consideration Escrow Account”)contrary herein, in each caseaccordance with Section 2.1.3, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. shall be deemed to be mutually agreeable) (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms of an escrow agreement in a form to be mutually agreed upon by the parties , with such customary changes thereto as requested by the Escrow Agent (the “Escrow Agreement”). The balance of the General Escrow Amount shall be held by the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), and eighteen (18) months after the Closing Date, TSI shall deposit with the Escrow Agent shall automatically distribute the following four (4) escrow amounts: (A) One Hundred Thousand Dollars ($100,000.00) with respect to the Stockholders’ Representative audit of the Federal 1996 Return (for further pro rata distribution the "1996 Federal Tax Escrow Amount"), (B) One Hundred Thousand Dollars ($100,000.00) with respect to the Fully Diluted Common HoldersThreatened Litigation (the "Threatened Litigation Escrow Amount"), (C) in accordance Three Hundred Thirty-Seven Thousand Five Hundred Sixty-Six Dollars ($337,566.00) with and subject respect to the terms Valuation Issue (as defined in the Escrow Agreement) (the "Valuation Escrow Amount"), and (D) One Hundred Thousand Dollars ($100,000.00) with respect to any other breach(es) or violation(s) of any nature whatsoever of this Agreement and by the Escrow AgreementCompany, an amount equal to twenty five (25) percent or of the then remaining Company Shareholder Agreement by the Company Shareholders (the "General Escrow Amount. For purposes of calculating "), (the amount of such payment1996 Federal Tax Escrow Amount, the then remaining General Threatened Litigation Escrow Amount, the Valuation Escrow Amount shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On the General Survival Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Amount shall be held by the Escrow Agent until the ninetieth (90th) day following the Closing Date to serve, together with the General Escrow Amount, as together, the sole source of payment for any amount due to Buyer"Escrow Amounts"), Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.11, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative all in accordance with the terms of this Agreement and the an Escrow Agreement all amounts then remaining to be executed on or prior to the Closing Date substantially and materially in the Merger Consideration Escrow Account, if any; provided, however, that, if on such date any Disputed Items exist and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an amount form of such funds equal to the amount of such Disputed Items shall not be released from the Merger Consideration Escrow Account until the final determination or agreement of the Conclusive Closing StatementExhibit L attached hereto. The fees and disbursements Release of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement Amounts shall be borne equally by Buyer and the Stockholders’ Representative (which, in the case of the Stockholders’ Representative, shall be payable by the Stockholders’ Representative solely out of the Reserve Amount). Notwithstanding anything in this Agreement to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and permitted only in accordance with the Company’s (or such Subsidiary’s) standard withholding terms and payroll practices and procedures conditions of the Escrow Agreement. In conjunction with any release of the Escrow Amounts to the Person identified in writing Delivery Agent (on behalf of the Company Shareholders), TSI shall subtract and retain any amounts due (if any) from the Company Shareholders (arising from the exercise by the Stockholders’ Representative as the Person Company employees of Company Options) with respect to whom withholding taxes and other amounts arising from such Compensatory Payment is to be madepayment.

Escrow Amounts. At the Closing, Buyer Purchaser shall deposit (i) Fifty Five Million Dollars ($55,000,000.00) (an amount equal to the “General Indemnity Escrow Amount”) Amount into an escrow account with the Escrow Agent (the “General Indemnity Escrow Account”) and (ii) Five Million Dollars ($5,000,000) (an amount equal to the “Merger Consideration Working Capital Escrow Amount”) Amount into an escrow account with the Escrow Agent (the “Merger Consideration Working Capital Escrow Account”), in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. shall be deemed to be mutually agreeable) (the “Escrow Agent”) case to be held by the Escrow Agent, in escrow and disbursed pursuant to the terms and conditions of this Agreement and an escrow agreement in a form to be mutually agreed upon by and among Purchaser, the parties , with such customary changes thereto as requested by Sellers’ Representative and the Escrow Agent in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”). The balance Upon the terms and conditions set forth therein, the Escrow Agreement will provide for the disbursement of (A) the Working Capital Escrow Amount in accordance with Section 2.4 and (B) the Indemnity Escrow Amount in accordance with Article IX and the release of the General remaining portion of the Indemnity Escrow Amount shall be Amount, if any, on the date that is the earlier of (1) the date upon which the final audit report is delivered with respect to the audited financial statements of Parent for the year ended on or about December 31, 2017 or (2) the eighteen-month anniversary of the Closing Date (the earlier such date, the “Expiration Date”), less amounts then being held by the Escrow Agent to serve as the sole source pending resolution of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer indemnification claims of Purchaser Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following the date that is six IX (6), twelve (12), and eighteen (18) months after the Closing Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative (for further pro rata distribution to the Fully Diluted Common Holders) in accordance with and subject to the terms of this Agreement and the Escrow Agreement, an amount equal to twenty five (25) percent of the then remaining General Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount which shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On the General Survival Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Amount shall be held by the Escrow Agent until the ninetieth (90th) day following the Closing Date to serve, together with the General Escrow Amount, as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.11, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative disbursed thereafter in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Merger Consideration Escrow Account, if any; provided, however, that, if on such date any Disputed Items exist and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an amount of such funds equal to the amount of such Disputed Items shall not be released from the Merger Consideration Escrow Account until the final determination or agreement of the Conclusive Closing Statement. The fees and disbursements of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne equally by Buyer and the Stockholders’ Representative (which, in the case of the Stockholders’ Representative, shall be payable by the Stockholders’ Representative solely out of the Reserve AmountAgreement). Notwithstanding anything in this Agreement to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be made.

Escrow Amounts. At the Closing, Buyer shall deposit (i) Fifty Five Million seven million Dollars ($55,000,000.007,000,000) (the “General Adjustment Escrow Amount”) into an escrow account (the “General Adjustment Escrow Account”) and ), (ii) Thirty Five Million Dollars ($5,000,00035,000,000) (the “Merger Consideration Indemnity Escrow Amount”) into an escrow account (the “Merger Consideration Indemnity Escrow Account”), and (iii) in the event there are any Appraisal Shares, an amount equal to the Appraisal Shares Escrow Amount into an escrow account (the “Appraisal Shares Escrow Account”), in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase BankWilmington Trust, N.A. shall be deemed to be mutually agreeable) (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms of an escrow agreement substantially in a the form to be mutually agreed upon by the parties of Exhibit B, with such customary changes thereto as requested by the Escrow Agent (the “Escrow Agreement”). The balance of the General Escrow Amount shall be held by the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), and eighteen (18) months after the Closing Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative (for further pro rata distribution to the Fully Diluted Common Holders) in accordance with and subject to the terms of this Agreement and the Escrow Agreement, an amount equal to twenty five (25) percent of the then remaining General Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On the General Survival Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Adjustment Escrow Amount shall be held by the Escrow Agent until the ninetieth (90th) day following final determination of the Closing Date Final Payment Amount pursuant to serve, together with the General Escrow Amount, Section 2.14 to serve as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.112.14, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative or its designee (for the benefit of the Fully Diluted Common Holders) in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Merger Consideration Adjustment Escrow Account, if any; provided, however, that, if on such date any Disputed Items exist and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Itemsexist, an amount of such funds equal to the maximum amount that would be distributable to Buyer if all of such Disputed Items were resolved in favor of the Buyer’s position on such Disputed Items shall not be released from the Merger Consideration Adjustment Escrow Account until the final determination or agreement of the Conclusive Closing Statement; provided, further, that, in the sole discretion of the Stockholders’ Representative, up to $2,500,000 of the amounts distributable to the Paying Agent, the Stockholders’ Representative or its designee pursuant to this sentence may be retained by the Stockholders’ Representative to increase the Reserve Amount instead of distributing such amount to the Fully Diluted Common Holders. The Indemnity Escrow Amount shall be held by the Escrow Agent until the earlier of (i) March 15, 2016 and (ii) five (5) days after the date on which the Buyer’s audited financial statements for its fiscal year ending December 31, 2015, are filed with the SEC (the “Survival Date”), at which time the Escrow Agent shall automatically distribute to the Paying Agent (for the benefit of the Fully Diluted Common Holders) in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Indemnity Escrow Account, if any; provided, however, that, if on such date any claims for indemnification under Article XI are outstanding, an amount of such funds equal to the amount of such claims shall not be released from the Indemnity Escrow Account until such claims have been finally resolved; provided, further, that, in the sole discretion of the Stockholders’ Representative, up to $2,500,000 of the amounts distributable to the Paying Agent, the Stockholders’ Representative or its designee pursuant to this sentence may be retained by the Stockholders’ Representative to increase the Reserve Amount instead of distributing such amount to the Fully Diluted Common Holders. The Appraisal Shares Escrow Amount, if any, shall be held by the Escrow Agent until all Appraisal Claims have been finally resolved, at which time the Escrow Agent shall automatically distribute to the Paying Agent (for the benefit of the Fully Diluted Common Holders) in accordance with the terms of this Agreement and the applicable Escrow Agreement an amount equal to (i) the remaining amount of funds in the Appraisal Shares Escrow Account, minus (ii) the aggregate amount of any claims for Damages made or submitted by an Buyer Indemnified Party pursuant to Section 11.2(c) that remain unpaid or unsatisfied as of such date in accordance with Article XI; provided, however, that as such claims are resolved, any amounts previously retained but not paid to satisfy such claim shall, at the time of such resolution, be distributed by the Escrow Agent from the Appraisal Shares Escrow Account to the Paying Agent in accordance with and subject to the terms of this Agreement and the Escrow Agreement. Notwithstanding anything in this Agreement to the contrary, Buyer shall cause any payment from the Escrow Account which is a Compensatory Payment (plus any Company Payroll Taxes associated therewith) to be transferred to the Company (or a Subsidiary of the Company) and then Buyer shall cause such amount to be promptly paid from the relevant accounts of the Company (or its Subsidiary) through the payroll system of the Company (or its Subsidiary) to the applicable Person to whom such payments are to be made, subject to any applicable deductions or withholding Taxes applicable to Compensatory Payments to such individuals, which Taxes Buyer shall cause to be remitted to the appropriate Taxing Authority when required. The fees and disbursements of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne equally by Buyer and the Stockholders’ Representative (which, in the case of the Stockholders’ Representative, shall be payable by the Stockholders’ Representative solely out of the Reserve Amount). Notwithstanding anything in this Agreement to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be made.

Escrow Amounts. At The funds in the Closing, Buyer Adjustment Escrow Account shall deposit (i) Fifty Five Million Dollars ($55,000,000.00) (be available to satisfy any amounts payable to the “General Escrow Amount”) into an escrow account (Purchaser and the “General Escrow Account”Sellers pursuant to Sections 2.7(a) and (ii) Five Million Dollars ($5,000,000) (the “Merger Consideration Escrow Amount”) into an escrow account (the “Merger Consideration Escrow Account”2.7(b), and the funds in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. the Indemnity Escrow Account shall be deemed available to be mutually agreeable) (the “Escrow Agent”) to be held satisfy any amounts payable by the Escrow Agent, Sellers to the Purchaser pursuant to the terms of an escrow agreement in a form Section 2.7(b) and to be mutually agreed upon by the parties , with such customary changes thereto as requested by the Escrow Agent (the “Escrow Agreement”). The balance of the General Escrow Amount shall be held by the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and satisfy any Losses for which indemnification is provided by the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), and eighteen (18) months after the Closing Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative (for further pro rata distribution to the Fully Diluted Common Holders) Sellers in accordance with and subject to the terms and conditions of this Agreement Article V. The Escrow Agent shall be directed to hold the funds in the Adjustment Escrow Account and the Indemnity Escrow Account as security for any such obligations pursuant to the terms and conditions of the Escrow Agreement, an amount equal to twenty five (25) percent of the then remaining General Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On or promptly after the General Survival Expiration Date, the Purchaser and the Sellers’ Representative shall deliver a joint written instruction to the Escrow Agent shall automatically distribute to pay to each Seller by wire transfer of immediately available funds, to an account designated in writing by such Seller, such Seller’s Pro Rata Indemnification Share of the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then funds remaining in the General Indemnity Escrow Account (if any), less any portion thereof that are is subject to a pending claim pursuant to Article V. Upon final resolution of any such unresolved claim in respect of which amounts had been retained (to the extent not otherwise reserved for claims for indemnification as provided in Section 10.11(butilized to satisfy such unresolved claims). The Merger Consideration Escrow Amount , the Purchaser and the Sellers’ Representative shall be held by deliver a joint written instruction to the Escrow Agent until the ninetieth (90th) day following the Closing Date to serve, together with the General Escrow Amount, as the sole source of payment for any amount due pay such retained amounts to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.11, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative each Seller based on such Seller’s Pro Rata Indemnification Share in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Merger Consideration Escrow Account, if any; provided, however, that, if on such date any Disputed Items exist and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an amount of such funds equal to the amount of such Disputed Items shall not be released from the Merger Consideration Escrow Account until the final determination or agreement of the Conclusive Closing Statement. The fees and disbursements of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne equally by Buyer and the Stockholders’ Representative (which, in the case of the Stockholders’ Representative, shall be payable by the Stockholders’ Representative solely out of the Reserve Amount). Notwithstanding anything in this Agreement to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be madepreceding sentence.