Gap Escrow Sample Clauses

Gap Escrow. The Gap Escrow shall be subject to the additional provisions and limitations of this Section 11.10: (a) One-third of the Gap Escrow shall be paid from the Escrow Fund to Seller on the first day of each month of the fourth calendar quarter of 2004; provided, however, that if The Gap terminates (in writing) any Contract or customer relationship with Seller or any Seller Subsidiary (or Purchaser, as owner and operator of the Purchased Assets after Closing) (a “Gap Termination Event”) effective on or prior to December 31, 2004, then (i) such monthly payments from the Escrow Fund shall cease starting with the payment due to be made at the beginning of the first month in which the GAP Termination Event is or will be effective (as indicated in the Gap Notice), (ii) on or before January 3, 2005, Seller shall be paid from the Escrow Fund an amount equal to $4,348 multiplied by the number of service days during the fourth calendar quarter of 2004 for which Purchaser has received payment from The Gap of all amounts due therefrom, less any amount previously paid to Seller pursuant to this Section 11.10(a) and not to exceed the amount of the remaining Gap Escrow, and (iii) any Gap Escrow remaining after giving effect to the foregoing clause (ii) shall be paid to Purchaser contemporaneously with the payment to Seller under clause (ii) (or, if no amount is payable to Seller thereunder, on January 3, 2005). If Seller receives monthly payments under this Section 11.10(a) which total more than (X) $4,348 multiplied by (Y) 92 less the number of service days during the fourth quarter of 2004 for which Purchaser should have received payment from The Gap as indicated in the Gap Notice but which were not paid, Seller shall reimburse Purchaser the amount of such excess (to the extent not paid to Purchaser out of the Gap Escrow) and Purchaser shall assign to Seller the right to collect the receivable related to the amount so reimbursed. Each party shall provide the other (and the Escrow Agent) with written notice of any Gap Termination Event of which it obtains Knowledge, which notice shall be in the form of the written notice thereof from The Gap (the “Gap Notice”). (b) The Gap Escrow shall not be available to satisfy any claims for indemnification by the Purchaser Indemnified Parties under this Article XI.