Common use of General Escrow Clause in Contracts

General Escrow. The Sellers and the Purchaser further agree to escrow on the Closing Date from the proceeds, One Million Dollars ($1,000,000) to be utilized by the Purchaser after the Closing for the satisfaction of the obligations and/or liabilities of the Sellers under this Agreement (the “General Escrow”). Claims against the General Escrow may only be made by Purchaser after which time as there has accrued or been asserted against or by Purchaser or any of its Affiliates, obligations and/or liabilities and/or Losses aggregating an amount exceeding Five Hundred Sixty Thousand Dollars ($560,000) (the “General Escrow Threshold Amount”). In calculating the General Escrow Threshold Amount, only individual claims and/or Losses in excess of Ten Thousand Dollars ($10,000) (the “Minimum Escrow Claim Amount”) may be aggregated to meet the General Escrow Threshold Amount; and after meeting the General Escrow Threshold Amount, claims and/or Losses against the General Escrow shall revert back to and start at Dollar One ($1) for all claims and/or Losses and the General Escrow shall be available for such purposes. Other than amounts and time periods as provided in this Section 6.14, such general escrow shall generally be consistent with the terms and conditions of the Deposit escrow as identified in Section 2.6(a). The term of the General Escrow shall be twenty-four (24) months subsequent to Closing (the “General Escrow Period”), subject to adjustment as hereinafter provided. If at the end of the first twelve (12) months of the General Escrow Period, no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty percent (50%) of the General Escrow shall be released to Sellers; if after the next six (6) month period no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty (50%) of the balance remaining in the General Escrow shall be released to Sellers; and if at the end of the General Escrow Period there are any funds remaining in the General Escrow, and no claim or Loss against or by Purchaser has been made equal to or greater than the Minimum Claim Amount, such General Escrow shall be released to Sellers.

General Escrow. The Sellers and At the Purchaser further agree Closing, an amount equal to escrow on the Closing Date from the proceeds, One Six Million Two Hundred Thousand Dollars ($1,000,0006,200,000) to (the “General Escrow Amount”) of immediately available funds from the Initial Purchase Price shall be utilized deposited by the Purchaser after the Closing for the satisfaction of the obligations and/or liabilities of the Sellers under this Agreement Buyer to an escrow account (the “General Escrow”) with Xxxxx Fargo Bank, National Association (or such other institution mutually agreed upon by the parties) as escrow agent (the “Escrow Agent”). Claims against , such deposit to constitute the General Escrow may only be made by Purchaser after which time as there has accrued or been asserted against or by Purchaser or any of its Affiliates, obligations and/or liabilities and/or Losses aggregating an amount exceeding Five Hundred Sixty Thousand Dollars ($560,000) general escrow fund (the “General Escrow Threshold AmountFund”), and the disposition of the General Escrow Fund will be governed by the terms of the escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). In calculating Subject to Section 2.5(c), on the first (1st) anniversary of the Closing Date (the “Initial Release Date”), all of the then remaining General Escrow Threshold Amount, only individual claims and/or Losses Fund in excess of Ten the sum of Three Million One Hundred Thousand Dollars ($10,0003,100,000) plus any amounts (i) that the “Minimum Escrow Claim Amount”) may be aggregated to meet Buyer is entitled to, but has not at the relevant time received, from the General Escrow Threshold Amount; pursuant to the Escrow Agreement and after meeting (ii) with respect to any unresolved Claims set forth in Claims Notices properly given by the Buyer prior to the Initial Release Date, including the disputed portion of any such Claims (all of such Claims in clauses (i) and (ii) being hereinafter referred to as “Initial Release Date Pending Claims”) shall be released to the Seller in accordance with the Escrow Agreement (such amount, the “Initially Released General Escrow Funds”). As soon as reasonably practicable upon resolution pursuant to the Escrow Agreement of any Initial Release Date Pending Claims, all of the General Escrow Threshold Amount, Fund related to such Initial Release Date Pending Claims that is not payable to the Buyer in accordance with such resolution shall be released to the Seller in accordance with the Escrow Agreement. The General Escrow will be maintained and administered by the Escrow Agent pursuant to the terms of the Escrow Agreement until the fifth (5th) anniversary of the Closing Date. The procedure for claims and/or in connection with Losses against the General Escrow shall revert back to and start at Dollar One ($1) for all claims and/or Losses and the General Escrow shall Fund will be available for such purposes. Other than amounts and time periods as provided in this Section 6.14, such general escrow shall generally be consistent with governed by the terms and conditions of the Deposit escrow as identified in Section 2.6(a). The term of the General Escrow shall be twenty-four (24) months subsequent to Closing (the “General Escrow Period”), subject to adjustment as hereinafter provided. If at the end of the first twelve (12) months of the General Escrow Period, no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty percent (50%) of the General Escrow shall be released to Sellers; if after the next six (6) month period no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty (50%) of the balance remaining in the General Escrow shall be released to Sellers; and if at the end of the General Escrow Period there are any funds remaining in the General Escrow, and no claim or Loss against or by Purchaser has been made equal to or greater than the Minimum Claim Amount, such General Escrow shall be released to SellersAgreement.

General Escrow. The Subject to Section 6.4, above, if applicable, the Sellers and the Purchaser further agree to escrow on the Closing Date from the proceeds, One up to an additional Two Million Dollars ($1,000,000) 2,000,000)(“Additional Escrow Funds”), for a total General Escrow of Three Million Dollars ($3,000,000), to be utilized by the Purchaser after the Closing for the satisfaction of the obligations and/or liabilities of the Sellers under this Agreement (the “General Escrow”). Claims Except as hereinafter provided, claims against the General Escrow may only be made by Purchaser after which time as there has accrued or been asserted against or by Purchaser or any of its Affiliates, obligations and/or liabilities and/or Losses aggregating an amount exceeding Five Hundred Sixty Thousand Dollars ($560,000) (the “General Escrow Threshold Amount”). In Except as hereinafter provided, in calculating the General Escrow Threshold Amount, only individual claims and/or Losses in excess of Ten Thousand Dollars ($10,000) (the “Minimum Escrow Claim Amount”) may be aggregated to meet the General Escrow Threshold Amount; and after meeting the General Escrow Threshold Amount, claims and/or Losses against the General Escrow shall revert back to and start at Dollar One ($1) for all claims and/or Losses and the General Escrow shall be available for such purposes. Other than amounts and time periods as provided in this Section 6.14, such general escrow General Escrow shall generally be consistent with the terms and conditions of the Deposit escrow as identified in Section 2.6(a). Notwithstanding the above, the parties agree that there shall be no General Escrow Threshold Amount or Minimum Escrow Claim Amount for any claims, including claims for indemnification, or Losses incurred (including defense costs and expenses), by or against or naming the Purchaser or any of its Affiliates attributable to, related to or resulting from any suits or actions taken by the Unsecured Creditors Committee in the Bankruptcy Case (the “UCC”), Boston Finance Group, LLC (“BFG”) or any other third party who files an objection to the Alternative Bankruptcy Order (the “Concerned Creditors Claims”) and Purchaser shall be reimbursed from the General Escrow for all Concerned Creditors Claims on a Dollar One ($1.00) basis. For purposes of clarity, the Additional Escrow Funds shall be utilized solely to satisfy Concerned Creditor Claims while the remaining General Escrow may be utilized to satisfy any indemnification claims by the Purchaser. The term of the General Escrow shall be twenty-four (24) months subsequent to Closing (the “General Escrow Period”), subject to adjustment as hereinafter provided. If at the end of the first twelve (12) months of the General Escrow Period, no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim AmountAmount and there are no Concerned Creditors Claims, then fifty percent (50%) of the General Escrow shall be released to Sellers; if after the next six (6) month period no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty (50%) of the balance remaining in the General Escrow shall be released to Sellers; and if at the end of the General Escrow Period there are any funds remaining in the General Escrow, and no claim or Loss against or by Purchaser has been made equal to or greater than the Minimum Claim AmountAmount and there are no Concerned Creditor Claims, such General Escrow shall be released to Sellers. Pursuant to Section 6.4 of this Agreement, as provided in this Amendment, the Parties agree that if the Bankruptcy Court, based upon a decision on the merits, rules against entry of the Alternative Bankruptcy Order, expressly disapproves of the relief requested in the Alternative Bankruptcy Order, or abstains from ruling on the entry of the Alternative Bankruptcy Order, the Parties shall proceed to Closing subject to the other terms and conditions of this Agreement, and the General Escrow shall be increased to a total of Three Million Dollars ($3,000,000). If, pursuant to Section 6.4, the Bankruptcy Court enters an Alternative Bankruptcy Order, but changes the Alternative Bankruptcy Order from the form and substance agreed to in Revised Exhibit 6.4 such that it is materially less protective so as to adversely effect or be reasonably likely to adversely effect Purchaser, as reasonably and objectively determined by the Purchaser and Seller, the Parties shall proceed to Closing subject to the other terms and conditions of this Agreement, and this General Escrow shall only be increased to a total of no more than Two Million Two Hundred Fifty Thousand Dollars ($2,250,000).

General Escrow. The Sellers and Subject to Section 12.2, upon the Purchaser further agree Closing, that number of shares of Search Common Stock to escrow be delivered pursuant to Section 1.3 of the Merger Agreement to or for the account of the Stockholders having a value, based on the Closing Date from the proceedsValuation Period Market Value, One equal to Two Million Dollars ($1,000,000) to be utilized by the Purchaser after the Closing for the satisfaction of the obligations and/or liabilities of the Sellers under this Agreement (the “General Escrow”). Claims against the General Escrow may only be made by Purchaser after which time as there has accrued or been asserted against or by Purchaser or any of its Affiliates, obligations and/or liabilities and/or Losses aggregating an amount exceeding Five Hundred Sixty Thousand Dollars ($560,0002,500,000) (the “General "Escrow Threshold Amount”)Fund") shall be delivered to the Escrow Agent to be held by the Escrow Agent pursuant to the Escrow Agreement, a copy of which is attached as Schedule 12.1. In calculating the General Escrow Threshold AmountThe parties hereto, only individual claims and/or Losses in excess of Ten Thousand Dollars ($10,000) (the “Minimum Escrow Claim Amount”) may be aggregated to meet the General Escrow Threshold Amount; and after meeting the General Escrow Threshold Amount, claims and/or Losses against the General Escrow shall revert back to and start at Dollar One ($1) for all claims and/or Losses and the General Escrow Agent, shall execute the Escrow Agreement at Closing. The portion of the Escrow Fund to be delivered to the Escrow Agent for the account of each Stockholder shall be available for such purposesequal to the ratio that the Merger Consideration received by that Stockholder bears to the aggregate Merger Consideration receivable by all of the Stockholders. Other than amounts The Escrow Agent shall hold all of the Escrow Fund pursuant to the Escrow Agreement and time periods as provided in this Section 6.14, such general escrow shall generally be consistent with distribute the same pursuant to the terms and conditions of the Deposit escrow as identified in Section 2.6(a)Escrow Agreement, joint instructions signed by Search and the Stockholders, or pursuant to court order. The term Escrow Agreement shall provide that subject to the existence of an indemnification claim or Pending Claim, the General Escrow shall be Agent shall, commencing 12 months from the Effective Time and continuing every six (6) months thereafter, transfer to the Stockholders from the Escrow Fund pro rata an amount equal to twenty-four (24) months subsequent to Closing (the “General Escrow Period”), subject to adjustment as hereinafter provided. If at the end of the first twelve (12) months of the General Escrow Period, no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty five percent (5025%) of the General original number of shares of Search Common Stock constituting the Escrow shall be released to Sellers; if after the next six Fund (6as adjusted for stock splits, etc.) month period no individual not reserved for such indemnification claim or Loss against Pending Claim. To the extent there is an indemnification claim, the Escrow Agent shall transfer to Search shares of Search Common Stock to the extent necessary to satisfy the indemnification claims in accordance with Section 10 and the Escrow Agreement. If there are any Pending Claims existing at the time the Escrow Agent would otherwise make an interim or the final distribution according to the provisions of this Section 12.1, the parties hereto shall attempt to negotiate the value of such Pending Claims. If a value has been agreed upon by the Purchaser has been made equal parties hereto, the Escrow Agent shall retain 1.5 times the agreed upon value for disposition upon the determination of liabilities in regard to or greater than the Minimum Claim AmountPending Claims. If the parties are not able to agree to a value of the Pending Claims, then fifty (50%) the Escrow Agent shall retain all of the balance securities remaining in the General Escrow shall be released to Sellers; and if at the end Fund until final resolution of the General Pending Claims. Upon the final resolution of any Pending Claims, the Escrow Period there are Agent shall distribute any funds shares of Search Common Stock, including dividends, remaining in the General Escrow, and no claim or Loss against or by Purchaser has been made equal to or greater than the Minimum Claim Amount, such General Escrow shall be released to Sellers.. 12.2

General Escrow. The Sellers and Subject to Section 6.8(c), any payment the Purchaser further agree Shareholders are obligated to escrow on make to any Buyer Indemnified Party pursuant to this Article IX shall be paid first, to the Closing Date from the proceeds, One Million Dollars ($1,000,000) to be utilized by the Purchaser after the Closing for the satisfaction of the obligations and/or liabilities of the Sellers under this Agreement (the “General Escrow”). Claims against extent there are sufficient funds in the General Escrow may only be made Account, by Purchaser after which time as there has accrued or been asserted against or by Purchaser or any release of its Affiliates, obligations and/or liabilities and/or Losses aggregating an amount exceeding Five Hundred Sixty Thousand Dollars ($560,000) (funds to the “General Escrow Threshold Amount”). In calculating Buyer Indemnified Parties from the General Escrow Threshold Amount, only individual claims and/or Losses Account by the Escrow Agent pursuant to and upon compliance with the procedures set forth in excess of Ten Thousand Dollars ($10,000) (the “Minimum Escrow Claim Amount”) may be aggregated to meet Agreement and shall accordingly reduce the General Escrow Threshold Amount; and after meeting . If the General Escrow Threshold Amount is insufficient to cover any remaining sums due then (i) first, the Shareholders shall, jointly and severally, be required to pay all of such additional sums up to the Maximum Shareholder Amount, claims and/or Losses against if applicable, by wire transfer of immediately available funds, and (ii) then, to the extent the Maximum Shareholder Amount has been paid, Buyer will withhold Quarterly Earn-out Payments for the remainder of such amounts due until the aggregate amounts paid from the General Escrow shall revert back Amount and paid or withheld pursuant to clauses (i) and start at Dollar One ($1ii) for equal the Cap Amount; provided that if it is determined that Buyer is not owed the amount withheld, Buyer will pay to the Shareholders’ Representative the amount owed plus Earn-out Interest from the applicable date of withholding. Notwithstanding the foregoing, with respect to claims under this Article IX relating to breaches of Fundamental Representations or claims other than pursuant to Section 9.1(a)(i), the Shareholders shall, jointly and severally, be required to pay all claims and/or Losses and the General Escrow shall be available for of such purposes. Other than amounts and time periods as provided sums in this Section 6.14, such general escrow shall generally be consistent with the terms and conditions of the Deposit escrow as identified in Section 2.6(a). The term excess of the General Escrow Amount and Buyer will not be limited to withholding the amount of the Quarterly Earn-out Payments. “Earn-out Interest” shall be twentyequal Interest plus 3%. On the 12-four month anniversary of the Closing Date, the Escrow Agent shall release the General Escrow Amount (24to the extent not utilized to pay Buyer for any indemnification claim) months subsequent to the Shareholders’ Representative, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the amount of claims for indemnification under this Article IX prior to the 12-month anniversary of the Closing Date but not yet resolved (the “Unresolved Claims”). The General Escrow Period”), subject to adjustment as hereinafter provided. If at the end of the first twelve (12) months of the General Escrow Period, no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty percent (50%) of the General Escrow Amount retained for Unresolved Claims shall be released to Sellers; if after the next six (6) month period no individual claim or Loss against or by the Purchaser has been made equal Escrow Agent (to or greater than the Minimum Claim Amount, then fifty (50%extent not utilized to pay Buyer for any such claims resolved in favor of Buyer) upon their resolution in accordance with this Article IX and the terms of the balance remaining in the General Escrow shall be released to Sellers; and if at the end of the General Escrow Period there are any funds remaining in the General Escrow, and no claim or Loss against or by Purchaser has been made equal to or greater than the Minimum Claim Amount, such General Escrow shall be released to Sellers.the

General Escrow. The Sellers and As the Purchaser further agree to escrow on the Closing Date from the proceeds, One Million Dollars ($1,000,000) to be utilized by the Purchaser after the Closing sole remedy for the satisfaction indemnification obligations set forth in Article VII of this Agreement, and for downward adjustments to the Stockholder Shares required under Section 1.7, 941,211 of the obligations and/or liabilities of the Sellers under this Agreement Stockholder Shares (the “General EscrowEscrow Shares”). Claims against the General Escrow may only ) shall be made by Purchaser after which time as there has accrued or been asserted against or by Purchaser or any of its Affiliates, obligations and/or liabilities and/or Losses aggregating an amount exceeding Five Hundred Sixty Thousand Dollars ($560,000) deposited in escrow (the “General Escrow Threshold AmountAccount”). In calculating the General Escrow Threshold Amount, only individual claims and/or Losses in excess of Ten Thousand Dollars ($10,000) (the “Minimum Escrow Claim Amount”) may be aggregated to meet the General Escrow Threshold Amount; and after meeting the General Escrow Threshold Amount, claims and/or Losses against the General Escrow shall revert back to and start at Dollar One ($1) for all claims and/or Losses and the General Escrow which shall be available for such purposes. Other than amounts and time periods allocated among the Stockholders in the same proportion as provided the Stockholder Shares are allocated among them under Section 1.6, as set forth in this Section 6.14Schedule 1.10, such general escrow shall generally be consistent all in accordance with the terms and conditions of the Deposit escrow agreement to be entered into at the Closing between the Surviving Pubco, the Representative, each of the Stockholders (by power of attorney granted to the Representative appointed pursuant to Section 1.12(b)) and Continental, as identified escrow agent (“Escrow Agent”), in Section 2.6(aform and substance mutually and reasonably agreed to by KBL and PRWT and providing for the terms contemplated by Article VII hereof (the “Escrow Agreement”). The term of Escrow Agreement shall provide that, (i) on the General Escrow shall be twenty30th day after the date the Surviving Pubco has filed with the SEC its Annual Report for the year ending December 31, 2009 on Form 10-four (24) months subsequent to Closing K (the “General First Escrow PeriodRelease Date”), subject to adjustment as hereinafter provided. If at the end of the first twelve (12) months of the General Escrow Period, no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then Agent shall release fifty percent (50%) of the General Escrow Shares, less that portion thereof applied in satisfaction of or reserved with respect to indemnification claims in connection with claims made pursuant to Section 7.1(a) of this Agreement (“Escrow Claims”) and (ii) on the 30th day after the date the Surviving Pubco has filed with the SEC its Annual Report for the year ending December 31, 2010 on Form 10-K (the “Final Escrow Release Date”), the Escrow Agent shall release all Escrow Shares then remaining in escrow, less that portion thereof applied in satisfaction of or reserved with respect to Escrow Claims. Any Escrow Shares due to be released on the First Escrow Release Date or Final Escrow Release Date that continue to be held with respect to any unresolved Escrow Claim shall be released delivered to Sellers; if after the next six (6) month period no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty (50%) of the balance remaining Stockholders in the General same proportions as originally deposited into escrow, promptly upon such resolution, subject to reduction, if any, for the indemnification obligation associated with such resolved Escrow shall be released to Sellers; and if at the end of the General Escrow Period there are any funds remaining in the General Escrow, and no claim or Loss against or by Purchaser has been made equal to or greater than the Minimum Claim Amount, such General Escrow shall be released to SellersClaim.