Common use of Release of Escrow Clause in Contracts

Release of Escrow. The Escrow Amount shall be held and invested by the Escrow Agent in accordance with the terms of the Escrow Agreement, which shall specify that (i) the Escrow Funds in excess of [***] shall be released to the Seller on the fifth Business Day following the [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (a) the Escrow Funds released to the Seller on such date shall be the amount of Escrow Funds in excess of [***] then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such Pending Claim and (ii) the remaining Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary of the Closing Date and remains pending on such date, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Buyer and the Seller shall from time to time submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Escrow Funds in accordance with this Section 9.9 and the Escrow Agreement.

Release of Escrow. The Escrow Amount (1) After Closing, if approval has not been received by any of the Persons listed in Schedule 3, the Company shall be held make monthly written requests to each such Person for consent, pursuant to Sections 1.10(b)(17) and invested by the Escrow Agent in accordance 1.10(b)(20), a minimum of three (3) times or until such Person has either responded with the terms of the Escrow Agreement, which shall specify that requested consent or explicitly refused such consent. Within thirty (i30) the Escrow Funds in excess of [***] shall be released to the Seller on the fifth Business Day days following the [***]; provided, however, that if any claim date upon which the Company receives consent from a Person listed on Schedule 3 and as required by an Indemnified Party pursuant to Section IX shall have been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to 1.10(b)(23) (the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending ClaimPost-Closing Consent”), (a) the Escrow Funds released to the Seller on such date shall be the amount of Escrow Funds in excess of [***] then held by the Escrow Agentas applicable, minus the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such Pending Claim and (ii) the remaining Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary of the Closing Date and remains pending on such date, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Buyer Purchaser and the Seller Holder Representative shall from time to time submit joint written instructions jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to distribute release from the Consent Escrow Amount to each Executing Selling Shareholder such Executing Selling Shareholder’s Interest of the aggregate amount equal to the amount in Schedule 3 set forth next to such Person’s name. If any Person listed on Schedule 3 makes a request for the repayment or termination of the respective amount of contract or subsidy (each such Person referred to herein as a “Dissenting Person”), and such request or termination leads to the Company’s repayment of all or part of the respective amount or issuance of a final decision of termination of the respective amount of the contract or subsidy (“Termination Decision”), then, within thirty (30) days of such Termination Decision, Purchaser and the Holder Representative shall jointly execute and deliver to the Escrow Funds Agent a written notice instructing the Escrow Agent to release from the Consent Escrow Amount to Purchaser the aggregate amount equal to the amount in accordance with Schedule 3 set forth next to the name of such Dissenting Execution Persons, in case of a total repayment. In a case where the Termination Decision leads to a partial repayment, Purchaser and the Holder Representative shall jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to release from the Consent Escrow Amount to Purchaser an amount equal to such actual repayment and to each Executing Selling Shareholder such Executing Selling Shareholder’s Interest of the balance of the amount in Schedule 3 set forth next to the name of such Dissenting Persons. Twelve (12) months after Closing (the “Consent Deadline”), if consents have not been received from all of the entities listed on Schedule 3 or a Person listed on Schedule 3 from whom consent is sought, if the requested consent has neither been provided nor explicitly refused and no request has been made by such Person for the repayment or termination of the respective amount of contract or subsidy (each such Person herein referred to as a “Silent Person”), then Purchaser and the Holder Representative shall jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to release from the Consent Escrow Amount to each Executing Selling Shareholder such Executing Selling Shareholder’s Interest of the aggregate amount equal to the sum total of the amounts in Schedule 3 set forth next to each Silent Person’s name that have not previously been released pursuant to this Section 9.9 10.4(h)(1). The balance of the Consent Escrow Amount (if any) shall remain under escrow until final resolution of the issue (i.e. the balance (or the relevant portion thereof) being distributed to the Executing Selling Shareholders if and when the Escrow Agreementrelated consents are obtained or if the relevant amounts have not been reclaimed before the expiration of the applicable statute of limitations, and to Purchaser otherwise).

Release of Escrow. The Escrow Amount shall be held and invested by the Escrow Agent in accordance with the terms of the Escrow Agreement, which Agreement shall specify that the Indemnification Escrow Amount then remaining in escrow (iif any) the Escrow Funds in excess of [***] shall be released to the Seller on the fifth first (1st) Business Day following the [***]Survival Expiration Date (1) to the Xxxxxxxx Escrow Account in an amount equal to 2% of the Indemnification Escrow Amount then remaining in escrow, and (2) the remainder of such amount to the Equityholder Representative for the benefit of the Members; provided, however, that if any claim by an Indemnified Party pursuant to Section IX this Article VIII shall have been properly asserted by any Buyer Indemnified Party pursuant to in accordance with this Agreement on or prior to the Survival Expiration Date and remains remain pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (ai) the amount of the remaining Indemnification Escrow Funds Amount released to the Seller Equityholder Representative (on such date behalf of and for further payment to the Members in accordance with their Indemnifiable Portion in accordance with the Consideration Spreadsheet) shall be the amount of Indemnification Escrow Funds Amount then remaining in excess of [***] then held by the Escrow Agentescrow, minus the aggregate amount of such Pending Claim and (bii) any Escrow Funds funds that remain in excess of [***] escrow following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller Equityholder Representative (on behalf of and for further payment to the Members in accordance with their Indemnifiable Portion in accordance with the Consideration Spreadsheet) promptly upon resolution or (if applicable) satisfaction of such Pending Claim and (ii) Claim. In each case in which this Section 8.5 provides for the remaining Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary release of the Closing Date and remains pending on such dateIndemnification Escrow Amount then remaining in escrow, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each each of Buyer and the Seller Equityholder Representative shall from time to time promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds Amount then remaining in escrow in accordance with this Section 9.9 8.5 and the Escrow Agreement.

Release of Escrow. The Escrow Amount shall be held and invested by the Escrow Agent in accordance with the terms of the Escrow Agreement, which shall specify that (i) the Indemnification Escrow Funds in excess of [***] (if any) shall be released to the Seller Selling Members (or their designees) in accordance with the Escrow Agreement on the fifth second (2nd) Business Day following the [***]Survival Expiration Date; provided, however, that if any claim by an Indemnified Party pursuant to Section IX 12.2(a) shall have been properly asserted by any Buyer Indemnified Party pursuant to in accordance with this Agreement on or prior to the Survival Expiration Date and remains pending on the second (2nd) Business Day following the Survival Expiration Date (any such claim, a “Pending Claim”), (a) the Indemnification Escrow Funds released to the Seller on such date Selling Members (or their designees) shall be the amount of Indemnification Escrow Funds in excess of [***] then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any Indemnification Escrow Funds that remain in excess of [***] escrow following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller Selling Members (or their designees) in accordance with the Escrow Agreement promptly upon resolution or (if applicable) satisfaction of such Pending Claim and (iiClaim; provided, that any calculations of the amount of Indemnification Escrow Funds to be released or maintained, as applicable, by the Escrow Agent pursuant to this Section 12.7 shall be determined in accordance with the procedures set forth in Section 1.1(c) of the remaining Escrow Agreement. In each case in which this Section 12.7 provides for the release of Indemnification Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary of the Closing Date and remains pending on such date, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each each of Buyer and the Seller Holder Representative shall from time to time promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 9.9 12.7 and the Escrow Agreement.

Release of Escrow. The Escrow Amount shall be held and invested by the Escrow Agent in accordance with the terms of the Escrow Agreement, which shall specify that (i) the Escrow Funds in excess of [***] $2 million shall be released to the Seller on the fifth Business Day following the [***]first anniversary of the Closing Date; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (a) the Escrow Funds released to the Seller on such date shall be the amount of Escrow Funds in excess of [***] $2 million then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] $2 million following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such Pending Claim and (ii) the remaining Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]the second anniversary of the Closing Date; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary of the Closing Date and remains pending on such date, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] the second anniversary of the Closing Date shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Buyer and the Seller shall from time to time submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Escrow Funds in accordance with this Section 9.9 and the Escrow Agreement.

Release of Escrow. The (a) On the General Escrow Survival Date, any portion of the General Escrow Amount remaining following any payment to Parent and not otherwise subject to pending claims pursuant to with Section 2.7(f) or Section 9.2 shall be held and invested released by the Escrow Agent (and Parent and the Stockholders’ Agent shall issue joint written instructions to release) in accordance with the terms Escrow Agreement to the Paying Agent for the benefit of the Stockholders in accordance with their Escrow Agreement, which shall specify that (i) the Escrow Funds in excess of [***] shall be released Pro Rata Share and to the Seller on Surviving Corporation for prompt payment to the fifth Business Day following the [***]; providedCompany Option Holders in accordance with their Escrow Pro Rata Share (such released General Escrow Amount, however, that if any claim by an Indemnified Party pursuant to Section IX shall have been properly asserted by any Buyer Indemnified Party and deductions pursuant to this Agreement Agreement, the “Released General Escrow Amount”). With respect to each Stockholder who shall have delivered to the Paying Agent, the Company or the Surviving Corporation, as applicable, on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claimdate, a “Pending Claim”)completed Letter of Transmittal, (a) the Escrow Funds released Agent shall pay to the Seller on Paying Agent for the benefit of such date Stockholder the portion of the Released General Escrow Amount attributable to such Stockholder with respect to the Escrow Pro Rata Share of such Stockholder and the Paying Agent shall promptly pay such Stockholder such amount which shall be payable by wire transfer of immediately available funds to the amount account designated in such Stockholder’s Letter of Escrow Funds in excess Transmittal. With respect to each Stockholder who has not delivered a completed Letter of [***] then held by Transmittal to the Escrow Paying Agent, minus the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] following Company or the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller upon resolution or (if Surviving Corporation, as applicable) satisfaction of such Pending Claim and (ii) the remaining Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary of the Closing Date and remains pending on such date, (a) the Escrow Funds released Agent shall pay the portion of the Released General Escrow Amount attributable to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in Stockholder, with respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Buyer and the Seller shall from time to time submit joint written instructions to the Escrow Pro Rata Share of such Stockholder, to the Paying Agent instructing for the benefit of such Stockholder and the Paying Agent shall promptly pay such Stockholder in accordance with the Paying Agent Agreement. With respect to each Company Option Holder, the Escrow Agent shall pay the portion of the Released General Escrow Amount attributable to distribute such Company Option Holder, with respect to the Escrow Funds in accordance with this Section 9.9 Pro Rata Share of such Company Option Holder, to the Surviving Corporation for the benefit of such Company Option Holder and the Escrow AgreementSurviving Corporation shall promptly pay such Company Option Holder.

Release of Escrow. (a) The Escrow Amount shall be held and invested by the Escrow Agent in accordance with the terms of the Escrow Agreement, which Agreement shall specify that (i) the Indemnification Escrow Funds in excess of [***] (if any) shall be released to the Seller Holders in accordance with such Holders’ relative Escrow Percentages on the fifth first Business Day following the [***]Survival Expiration Date; provided, - 62- however, that that, if any claim by an Indemnified Party pursuant to Section IX Indemnification Claim shall have been properly asserted by any Buyer Acquiror Indemnified Party pursuant to in accordance with this Agreement on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (ai) the Indemnification Escrow Funds released to the Seller on Holders in accordance with such date Holders’ relative Escrow Percentages shall be the amount of Indemnification Escrow Funds in excess of [***] then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (bii) any Escrow Funds funds that remain in excess of [***] escrow following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller Holders entitled to receive the Merger Consideration in accordance with such Holders’ relative Escrow Percentages promptly upon resolution or (if applicable) satisfaction of such Pending Claim and (iiClaim. In each case in which this Section 12.7(a) provides for the remaining release of Indemnification Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary each of the Closing Date and remains pending on such date, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Buyer Acquiror and the Seller Holder Representative shall from time to time promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 9.9 12.7(a) and the Escrow Agreement. For the avoidance of doubt, the Special Property Tax Matter shall be, and hereby is, as of the date hereof, a Pending Claim. Unless the Special Property Tax Matter shall have been finally resolved, settled or compromised on or prior to the Survival Expiration Date, the amount of Indemnification Escrow Funds to remain in escrow following the Survival Expiration Date in respect of such Pending Claim shall be the lesser of (A) the Indemnification Escrow Funds and (B) $500,000, in each case, minus any amounts previously paid from the Indemnification Escrow Funds in respect of such Pending Claim. Notwithstanding, anything to the contrary in this Agreement or otherwise, in the event that the Special Property Tax Matter is finally resolved, compromised or settled prior to the Closing and any amounts payable in respect thereof to the County of Tulare are paid prior to the Closing, then (x) the Indemnification Escrow Amount shall be reduced to an amount equal to $2,300,000 and (y) the Acquiror Indemnified Parties shall not be entitled to indemnification for any Damages in respect of the Special Property Tax Matter pursuant to Section 12.2(a)(iii) or Section 12.2(a)(v).

Release of Escrow. The Escrow Amount (i) On the first anniversary of the Closing Date, the Sellers' Representative, and any officer of Purchaser on the other hand, shall be held and invested by jointly execute a certificate jointly directing the Escrow Agent to disburse to the Sellers' Representative out of the available Escrow Funds, if any, the lesser of (A) the lesser of (i) $1,000,000 and (ii) the amount of the Escrow Fund less (B) that amount of the available Escrow Fund, if any, which in the reasonable judgment of Purchaser are necessary to satisfy any unsatisfied Escrow Claims on such date (such disbursement being referred to as the "First Anniversary Escrow Disbursement") provided, however, that if Xxxxx X. Xxxxxxx resigns as an employee of the Purchaser or any of its Affiliates or is fired for cause (as that term is defined in Xx. Xxxxxxx'x employment agreement) then the lesser of (i) $1,000,000 and (ii) the amount of the Escrow Fund shall be released immediately from the Escrow and returned to Purchaser in which case the Escrow Contributing Sellers shall forfeit any rights with respect to the funds release to Purchaser. If Sellers' Representative dispute the retention of all or a portion of the amount retained from the First Anniversary Escrow Disbursement, or the release of funds to Purchaser as provided in the immediately preceding sentence, Purchaser and Sellers' Representative shall attempt in good faith within 30 days after the first anniversary of the Closing Date, as the case may be (the "First Resolution Period"), to agree upon the amount to be retained from the First Anniversary Escrow Disbursement. If Purchaser and Sellers' Representative should so agree, a memorandum shall be prepared and signed by the Sellers' Representative and Purchaser and delivered to the Escrow Agent directing the Escrow Agent to disburse such Escrow Funds in accordance with such agreement and the terms of the Escrow Agreement. If Purchaser and Sellers' Representative cannot agree within the First Resolution Period, which shall specify that (i) the First Anniversary Escrow Funds in excess of [***] Disbursement shall be released to the Seller on the fifth Business Day following the [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (a) the Escrow Funds released to the Seller on such date shall be the amount of Escrow Funds in excess of [***] then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such Pending Claim and (ii) the remaining Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary of the Closing Date and remains pending on such date, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Buyer and the Seller shall from time to time submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Escrow Funds determined in accordance with this Section 9.9 and the Escrow Agreement10.12.

Release of Escrow. The Escrow Amount Within five (5) Business Days of the first anniversary of the Closing Date (the “Release Date”), CHC shall be held and invested by direct the Escrow Agent in accordance to release from escrow pursuant to the Escrow Agreement and disburse to the Indemnifying Parties all Escrow Shares deposited with the terms of the Escrow AgreementAgent, which shall specify that less (i) the any Escrow Funds in excess of [***] shall be Shares released to the Seller on the fifth Business Day following the [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the Survival Expiration Release Date under this ARTICLE X to reimburse any CHC Indemnitee for any Loss, and remains pending on less (ii) a reasonable reserve amount (to be determined jointly by CHC and the Survival Expiration Date (any such claim, a “Pending Claim”), (aShareholders’ Representative in good faith) the Escrow Funds released to the Seller on such date shall be the amount of Escrow Funds in excess of [***] then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] following the Survival Expiration Date in respect of any such Pending Claim shall be released CHC Claims submitted on or prior to the Seller upon resolution or Release Date in accordance with this ARTICLE X (provided, that if applicable) satisfaction of such Pending Claim CHC and the Shareholders’ Representative cannot agree in good faith on a reasonable reserve amount, the amount in this clause (ii) shall equal the aggregate amount claimed by the CHC Indemnitees in all CHC Claim Notices delivered to the Shareholders’ Representative on or prior to the Release Date that CHC and the Shareholders’ Representative have not resolved as of the Release Date, which reserve amount shall not be greater than fifty percent (50%) of the remaining Escrow FundsShares). Within five (5) Business Days after the second anniversary of the Closing Date, other than if such claims of CHC Indemnitees have not been resolved, an amount of fifty percent (50%) of the remaining Escrow Shares, less any funds held in escrow related to any Pending Claims, shall be Escrow Shares released to after the Seller on first anniversary of the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or Closing Date and prior to the second anniversary of the Closing Date and remains pending on such dateDate, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be released. Within five (5) Business Days after the third anniversary of the Closing Date, the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim Shares shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Buyer and the Seller shall from time to time submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Escrow Funds in accordance with this Section 9.9 and the Escrow Agreementreleased.

Release of Escrow. The Escrow Amount shall be held and invested by In addition to any provision relating to the release of Escrowed Funds (as defined in the Escrow Agent Agreement) set forth in accordance with the terms of the Escrow Agreement, which shall specify that (i) if on the third anniversary of the Closing Date, the Escrow Funds Amount (as defined in the Escrow Agreement) is in excess of [***] shall $7,000,000, that excess amount will be released from the Escrowed Funds to Individual, on behalf of Sellers, if Buyer reasonably determines in good faith that the Seller on total mix of the fifth Business Day following the [***]; provided, however, that if facts presented or discovered and source of any claim by an Indemnified pending or threatened Third Party pursuant to Section IX shall have been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date Claims (any such claim, a “Pending Claim”), (a) as defined in the Escrow Funds released Agreement) against the Companies relating to any Environmental Liability (as hereinafter defined) could not reasonably be expected to result in additional Third Party Claims which Buyer reasonably determines could be significant relating to Environmental Liabilities being brought against the Seller on such date shall be Companies. For purposes of this Section 1.6, the amount of Escrow Funds Unresolved Claims (as defined in excess of [***] then held by the Escrow Agent, minus Agreement) will be reasonably determined by Buyer in good faith. Buyer will provide Individual with written notice of its determination within five (5) business days after the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such Pending Claim and (ii) the remaining Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second third anniversary of the Closing Date and remains pending on if such date, (a) the Escrow Funds released determination results in such excess amount to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to from the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Escrowed Funds, Buyer and the Seller shall from time to time submit joint written instructions Sellers will execute and deliver to the Escrow Agent instructing joint written instructions providing for such release to Individual, for the Escrow Agent benefit of Sellers, of such excess amount within three (3) business days of the date of Sellers’ notice referenced herein. Any disputes regarding Buyer’s determination referenced above will be governed by the laws of the State of (including, without limitation, the Delaware Voluntary Alternative Dispute Resolutions Act), notwithstanding any choice of law provision contained herein or elsewhere, and will be submitted to distribute binding arbitration to an arbitrator skilled in the Escrow Funds subject matter of any dispute hereunder mutually agreeable to Sellers and Buyer. Except as otherwise provided in this Section 1.6, such arbitration will be conducted in accordance with this the provisions of Section 9.9 and the Escrow Agreement10.8.

Release of Escrow. The Subject to this Section 4(b), on the earlier of (i) the first anniversary of the Closing Date or (ii) the date of the first post-Closing audit of the Combined Companies, both of which will be certified to Escrow Amount Agent in a certificate jointly signed by the Shareholder and the Chairman or the Chief Executive Officer of UBICS (the "ESCROW TERMINATION DATE"), Escrow Agent shall release to the Shareholder all of the Holdback Escrow Shares deposited in Escrow, less the sum of (i) that number of Holdback Escrow Shares that shall have been released prior to such date pursuant to the terms hereof, and (ii) that number of Retained Shares (defined below) together with corresponding stock powers. In the event that there are any Claims specified in any Claim Notice previously delivered to Escrow Agent which are unresolved or are the subject of a Disputed Claim on the Escrow Termination Date, subject to the objection of the Shareholder as provided herein, Escrow Agent shall retain in the Escrow that number of Holdback Escrow Shares which are necessary based on the UBICS Price Per Share, to satisfy any such unsatisfied Claims until such Claims have been fully and finally resolved (the "RETAINED SHARES"). If the Shareholder disputes the retention of all or a portion of the Retained Shares, UBICS and the Shareholder shall attempt in good faith within thirty (30) calendar days after the Escrow Termination Date (the "RETENTION RESOLUTION PERIOD") to agree upon the number of Retained Shares. If UBICS and the Shareholder should so agree, a memorandum setting forth such agreement shall be held prepared and invested signed by the Shareholder and by the Chairman or chief financial officer of UBICS and shall be delivered to Escrow Agent. Escrow Agent shall be entitled to rely on any such memorandum and shall distribute and/or retain such Holdback Escrow Shares in accordance with the terms thereof. If UBICS and the Shareholder cannot agree within the Retention Resolution Period, the number of the Escrow Agreement, which shall specify that Retained Shares (iif any) the Escrow Funds in excess of [***] shall be released to the Seller on the fifth Business Day following the [***]; provided, however, that if any claim by an Indemnified Party determined pursuant to Section IX shall have been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (a4(c) the Escrow Funds released to the Seller on such date shall be the amount of Escrow Funds in excess of [***] then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such Pending Claim and (ii) the remaining Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary of the Closing Date and remains pending on such date, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Buyer and the Seller shall from time to time submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Escrow Funds in accordance with this Section 9.9 and the Escrow Agreementbelow.

Release of Escrow. The Within five (5) Business Days after the expiration of eighteen (18) months from Closing (the “Escrow Amount shall be held and invested by Expiration Date”), the Escrow Agent in accordance with shall (and, if necessary, the terms of the Escrow Agreement, which shall specify that (i) the Escrow Funds in excess of [***] shall be released to the Seller on the fifth Business Day following the [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (a) the Escrow Funds released to the Seller on such date shall be the amount of Escrow Funds in excess of [***] then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such Pending Claim and (ii) the remaining Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary of the Closing Date and remains pending on such date, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Buyer and the Seller Representatives shall from time to time submit joint written instructions jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to distribute act accordingly) release from the Escrow Funds Fund to each Selling Indemnifying Party its Pro Rata Share of (i) the aggregate amount, in accordance cash and shares of Parent Common Stock, remaining in the Escrow Fund as of the Escrow Expiration Date; minus (ii) the aggregate amount, as of the Escrow Expiration Date, of the amounts of Damages associated with this Section 9.9 all claims contained in Buyer Indemnification Claims that have not been finally resolved and paid (such unresolved claims being referred to as the “Unresolved Claims”), except that in the event of an Unresolved Claim for which the Damages are not ascertained and specified in the Buyer Indemnification Claim, the amount to be retained in escrow shall be only an amount equal to a good faith estimate of the then reasonably anticipated Damages based on all available information. Following the Escrow Expiration Date, if an Unresolved Claim is finally resolved, the Escrow Agent shall (and, if necessary, the Buyer and the Representative shall jointly execute and deliver to the Escrow AgreementAgent a written notice instructing the Escrow Agent to act accordingly), within five (5) Business Days after the final resolution of such Unresolved Claim and the delivery to the Buyer Indemnified Parties of the amount to be delivered to them from the Escrow Fund pursuant to this Article 9, release from the Escrow Fund to each Seller Indemnifying Party its Pro Rata Share of the amount (if any) by which the aggregate amount held in the Escrow Fund as of the time of such disbursement exceeds the aggregate amount of all remaining Unresolved Claims. Similarly, if based on new information, a good faith estimate of the reasonably anticipated Damages under an Unresolved Claim results in the anticipated Damages being less than the amount retained in Escrow, then the excess amount retained in Escrow shall be released in the same manner as set forth in the previous sentence.

Release of Escrow. The (a) Escrow Amount Agent shall be held and invested by release the Escrow Agent to the Purchaser in accordance with the terms of the Escrow Agreement, which shall specify that this Section 2(a) upon (i) Escrow Agent's receipt of (i) a written notice from an authorized representative of the Escrow Funds in excess of [***] shall be released to Bank (the Seller on "Bank Release Notice") (A) acknowledging that the fifth Business Day following Loan, all accrued and unpaid interest thereon, and all other sums then due and owing under the [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall Loan Documents have been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to paid in full (the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (a"Indebtedness") the Escrow Funds released to the Seller on such date shall be the amount of Escrow Funds in excess of [***] then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller upon resolution or (if applicableB) satisfaction waiving the Company's obligation to repay the Indebtedness as a condition to Bank's delivery of such Pending Claim the Release Documents (as defined below) and (ii) the remaining unconditional and irrevocable cancellation of, and release by Bank of all liens or security interests evidenced by, the Personal Guaranty Documents on or before October 15, 2003 in compliance with this Section 2(a) (together, the "Release Conditions"). Within five (5) days of payment in full of the Indebtedness, the Purchaser shall cause Bank to (i) deliver the Bank Release Notice to the Selling Shareholders and Escrow FundsAgent and (ii) return to the respective guarantors, other than any funds held the Xxxxx Guaranty, the Papandon Guaranty and the Xxxxxxxxx Guaranty all marked "cancelled" and return to Xx. Xxxxxxxxx the Xxxxxxxxx Delaware Pledge, the Xxxxxxxxx First Chesapeake Pledge and the Assignment of Partnership Income and Security Agreement marked "cancelled" together with all share certificates pledged thereby (to the extent in escrow related to any Pending Claims, Bank's possession). The documents evidencing the release of the liens and security interests evidenced by the Personal Guaranty Documents (the "Release Documents") shall be released in such forms as are reasonably satisfactory to the Seller on Selling Shareholders, which shall include, without limitation, the fifth Business Day following [***]; providedoriginal or certified copy of either a release or a satisfaction of the mortgage relating to the Xxxxxxxxx Mortgage and either UCC-3 Termination Statements terminating all UCC financing statements relating to the Personal Guaranty Documents or written authorization from Bank to terminate all UCC financing statements relating to the Personal Guaranty Documents. The Company shall pay any and all recording costs and expenses relating to the Release Documents, howeverincluding the recording costs for the satisfaction of mortgage for the Xxxxxxxxx Mortgage. Whether the Release Conditions have been satisfied shall in all events be determined as of October 15, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party 2003. To effect the release of the Escrow pursuant to this Agreement on or prior Section 2(a), the Purchaser shall deliver a written notice, in the form attached hereto as Exhibit A (the "Purchaser Release Notice"), to Escrow Agent and the Selling Shareholders certifying that the Release Conditions have been satisfied. The Purchaser Release Notice shall include copies of the Release Documents required by this Section 2(a). In the event that the Selling Shareholders dispute the Purchaser's right to receive the Escrow pursuant to this Section 2(a), they shall notify Escrow Agent and Purchaser of the nature of such dispute in writing (a "Selling Shareholders Dispute Notice") within ten (10) days after delivery of the Purchaser Release Notice. The Purchaser and the Selling Shareholders shall work in good faith to resolve any dispute raised in a Selling Shareholders Dispute Notice. Unless the Selling Shareholders timely deliver a Selling Shareholders Dispute Notice, Escrow Agent shall release the Escrow to the second anniversary Purchaser promptly after the expiration of the Closing Date and remains pending on such dateten (10) day period in which the Selling Shareholders may deliver a Selling Shareholders Dispute Notice. In the event that the Selling Shareholders timely deliver a Selling Shareholders Dispute Notice, (a) Escrow Agent shall only release the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount upon receipt of such claim and (bi) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Buyer and the Seller shall from time to time submit joint written instructions by the Purchaser, the Company and the Selling Shareholders ("Joint Instructions") or (ii) a non-appealable order from a court of competent jurisdiction directing the disposition of the Escrow, or any portion thereof. Notwithstanding this Section 2(a), the provisions contained herein shall not be construed in any way to limit Bank's rights under the Escrow Agent instructing Personal Guaranty Documents to effect reinstatement of the Escrow Agent to distribute the Escrow Funds Personal Guaranty Documents in accordance with this Section 9.9 and their terms or as provided by law in the Escrow Agreementevent that any payment with respect to the Indebtedness is subject to avoidance or is required to be returned by Bank under any bankruptcy or insolvency law as a result of the bankruptcy of any party to the Loan Documents, which right of reinstatement shall in all events be deemed to be preserved.

Release of Escrow. The Subject to this Paragraph 3(b), on the eighteen (18) month anniversary of the Closing Date (the "ESCROW RELEASE DATE"), Red Hat shall release to each Shareholder his or her Pro Rata Share of the Escrow Amount Shares, less the sum of (i) his or her Pro Rata Share of that number of Escrow Shares that shall have been used to satisfy any Claims, and (ii) his or her Pro Rata Share of any Retained Shares (defined below), together with a corresponding stock power. In the event that there are any Claims which are unresolved on the Escrow Release Date, Red Hat shall retain in the escrow account such number of Escrow Shares as, in the reasonable judgment of Red Hat and the Shareholder Representative, are necessary to satisfy any such unsatisfied Claim(s) until such Claim(s) has been fully and finally resolved (the "RETAINED SHARES"). Red Hat and the Shareholder Representative shall attempt in good faith within thirty (30) calendar days after the Escrow Release Date (the "RETENTION RESOLUTION PERIOD") to agree upon the number of Retained Shares necessary to satisfy any such unsatisfied Claims. If Red Hat and the Shareholder Representative should so agree, a memorandum setting forth such agreement shall be held prepared and invested signed by Red Hat and the Shareholder Representative, and Red Hat shall distribute and/or retain such Escrow Agent Shares in accordance with the terms thereof. If Red Hat and the Shareholder Representative cannot agree within the Retention Resolution Period, the number of the Escrow Agreement, which shall specify that (i) the Escrow Funds in excess of [***] Retained Shares shall be released to the Seller on the fifth Business Day following the [***]; provided, however, that if any claim by an Indemnified Party determined pursuant to Section IX shall have been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (aparagraph 3(c) the Escrow Funds released to the Seller on such date shall be the amount of Escrow Funds in excess of [***] then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such Pending Claim and (ii) the remaining Escrow Funds, other than any funds held in escrow related to any Pending Claims, shall be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary of the Closing Date and remains pending on such date, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each of Buyer and the Seller shall from time to time submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Escrow Funds in accordance with this Section 9.9 and the Escrow Agreementbelow.

Release of Escrow. The Escrow Amount shall be held and invested by the Escrow Agent in accordance with the terms of the Escrow Agreement, which Agreement shall specify that (i) the Indemnification Escrow Funds in excess of [***] (if any) shall be released to the Seller Pre-Closing Holders in accordance with such holders’ relative Escrow Percentages on the fifth third Business Day following the [***]Survival Expiration Date; provided, however, that if any claim by an Indemnified Party pursuant to Section IX Article XII shall have been properly asserted by any Buyer Indemnified Party pursuant to in accordance with this Agreement on or prior to the Survival Expiration Date and remains remain pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (ai) the Indemnification Escrow Funds released to the Seller on such date Pre-Closing Holders shall be the amount of Indemnification Escrow Funds in excess of [***] then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (bii) any Escrow Funds funds that remain in excess of [***] escrow following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller Pre-Closing Holders entitled to receive the Merger Consideration in accordance with such holders’ relative Escrow Percentages promptly upon resolution or (if applicable) satisfaction of such Pending Claim; provided further the distribution to the Pre-Closing Holders of the portion of the Indemnification Escrow Funds with respect to such Pending Claim and (ii) will be reduced by such amounts as are necessary so that the remaining Indemnification Escrow Funds, other than any funds held if any, remaining in escrow related to any Pending Claims, shall after such distribution will not be released to the Seller on the fifth Business Day following [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section IX shall have ***Confidential Treatment Requested been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the second anniversary of the Closing Date and remains pending on such date, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus less than the aggregate amount of such claim any then outstanding and (b) any unresolved Pending Claims. In each case in which this Section 12.8 provides for the release of Indemnification Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such claim. Each Funds, each of Buyer and the Seller Holder Representative shall from time to time promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 9.9 12.8 and the Escrow Agreement.