Exhibit 10.2
ESCROW AGREEMENT
This ESCROW AGREEMENT ("Agreement") is dated _________, 2007, by and among
COURTSIDE ACQUISITION CORP., a Delaware corporation ("Purchaser"), AMERICAN
COMMUNITY NEWSPAPERS LLC, a Delaware limited liability company ("Seller"), and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the "Escrow
Agent").
WHEREAS, Purchaser and Seller are the parties to an Asset Purchase
Agreement dated as of January __, 2007 (the "Purchase Agreement");
WHEREAS, pursuant to the terms of the Purchase Agreement, Purchaser has the
right to be indemnified by Seller in certain instances; and
WHEREAS, pursuant to Section 1.7 of the Purchase Agreement, Purchaser and
Seller agreed to enter into this Agreement, pursuant to which Purchaser shall
deposit, at the Closing, an amount equal to $12,500,000 (the "Escrow Principal")
in escrow with the Escrow Agent in order to secure the payment of and as the
sole source for Seller's obligation to satisfy any of its indemnification
obligations under the Purchase Agreement, as provided therein.
NOW THEREFORE, the parties agree as follows:
1. Appointment of Escrow Agent. (a) Upon the terms and subject to the
conditions set forth in this Agreement, Purchaser and Seller hereby appoint
Escrow Agent as their agent and custodian to hold, invest and distribute the
Escrow Principal and interest and earnings thereon (the "Escrow Interest," and
with the Escrow Principal, collectively, the "Escrow Funds") in accordance with
this Agreement, and Escrow Agent hereby accepts such appointment and agrees to
perform all duties expressly set forth in this Agreement. Notwithstanding
anything to the contrary contained herein, all Escrow Interest shall be held in
escrow by Escrow Agent in accordance with the terms of this Agreement and
distributed as follows: contemporaneously with the distribution by Escrow Agent
to or for the account of Purchaser or Seller of any portion of the Escrow
Principal, Escrow Agent shall include in such distribution the accrued Escrow
Interest, if any, attributable to the portion of the Escrow Principal so
distributed.
(b) Escrow Agent agrees to (i) accept delivery of the Escrow Principal
and hold the Escrow Funds in escrow as funds available to secure the
indemnification obligations owed by Seller to Purchaser pursuant to the Purchase
Agreement and (ii) hold and disburse the Escrow Funds in accordance with the
terms and conditions of this Agreement including for the uses and purposes
stated in clause (i) above. Upon receipt of the Escrow Principal, Escrow Agent
shall acknowledge receipt thereof by written notice to Purchaser and Seller.
2. Termination of Agreement. The Escrow Fund shall continue in existence
during the period from the Closing Date to earliest to occur of (a) the
disbursement or release of the entire amounts of the Escrow Funds by Escrow
Agent in accordance with
the terms hereof and (b) payment of the entire amount of the Escrow Funds into a
court of competent jurisdiction in accordance with Sections 6(e) or (f).
3. Distributions to Purchaser.
(a) Purchaser Claim. At any time prior to the later of (i) the first
anniversary of the Closing Date and (ii) earlier of the forty fifth day after
(A) the date on which the Purchaser files its Annual Report on Form 10-K for the
year ended December 31, 2007 and (B) the date on which the audited financial
statements for the fiscal year ending December 31, 2007 have been completed (the
"Escrow Period"), Purchaser may make a claim for indemnification pursuant to the
Purchase Agreement ("Indemnity Claim") against the Escrow Fund by giving notice
(a "Notice"), substantially in the form attached hereto as Exhibit A, to Escrow
Agent (with a copy to Seller) specifying (i) the covenant, representation,
warranty, agreement, undertaking or obligation contained in the Purchase
Agreement which it asserts has been breached or otherwise entitles Purchaser to
indemnification, (ii) in reasonable detail, the nature and dollar amount of any
Indemnity Claim, and (iii) whether the Indemnity Claim results from a Third
Party Claim against Purchaser. Purchaser also shall deliver to the Escrow Agent
(with a copy to Seller), concurrently with its delivery to the Escrow Agent of
the Notice, a certification as to the date on which the Notice was delivered to
Seller.
(b) Seller Dispute. If Seller shall give a notice to Escrow Agent
(with a copy to the Purchaser), substantially in the form attached hereto as
Exhibit B (a "Counter Notice"), within 30 days following the date of receipt (as
specified in Purchaser's certification) by Seller of a copy of the Notice,
disputing whether the Indemnity Claim is indemnifiable under the Purchase
Agreement, Purchaser and Seller shall attempt to resolve such dispute. If no
Counter Notice with respect to an Indemnity Claim is received by the Escrow
Agent from Seller within such 30-day period, the Indemnity Claim shall be deemed
to be accepted by the Seller for purposes of this Agreement and the amount of
the Indemnity Claim shall be paid as set forth in the Notice.
(c) Judgment. If a court of competent jurisdiction awards a judgment
which is not subject to further appeal relating to an Indemnity Claim submitted
pursuant to Section 3(a), then Purchaser or Seller shall deliver to Escrow Agent
a written certificate in substantially the form of Exhibit C attached hereto,
instructing Escrow Agent to deliver to Purchaser or Seller, as applicable,
Escrow Funds in the amount of such judgment. Such certificate shall state the
amount of the Escrow Principal that Escrow Agent shall deliver and be
accompanied by a true, correct and complete copy of the order or other evidence
of judgment. Escrow Agent shall deliver the stated amount of Escrow Funds to
Purchaser or Seller, as applicable, on the tenth (10th) business day after it
receives such certificate.
(d) Resolution by Mutual Agreement. If Purchaser and Seller mutually
agree to settle an Indemnity Claim, then Purchaser and Seller shall deliver to
Escrow Agent a written certificate in substantially the form of Exhibit D
attached hereto, instructing Escrow Agent to deliver to the specified party or
parties, the amount of Escrow Funds as mutually agreed upon by Purchaser and
Seller. Such certificate shall
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state the amount of Escrow Funds that Escrow Agent shall deliver to each
specified party and the date upon which such delivery shall be made. Escrow
Agent shall deliver the stated amount of Escrow Funds to the specified party or
parties, in accordance with such certificate.
4. Distributions to Seller. On the first business day after the expiration
of the Escrow Period, the Escrow Agent shall distribute and deliver to Seller
the Escrow Fund, less the total amount of any Indemnity Claims (or amended
Indemnity Claims) that Escrow Agent shall have received from Purchaser, on or
before such date, which have not been withdrawn in writing by Purchaser or
finally resolved as contemplated by Section 3(c) or Section 3(d) of this
Agreement (collectively, "Pending Claims"), without any further action by
Purchaser or the Seller. If any Pending Claim is resolved, Purchaser and Seller
shall deliver to the Escrow Agent a Joint Notice in the form of Exhibit D
directing the Escrow Agent to pay the specified therein.
5. Cooperation. The Escrow Agent, Purchaser and Seller shall cooperate in
all respects with one another in the calculation of any amounts determined to be
payable to Purchaser and Seller in accordance with this Agreement and in
implementing the procedures necessary to effect such payments.
6. Duties; Liabilities. (a) Escrow Agent hereby accepts its obligations
under this Agreement, and represents that it has the legal power and authority
to enter into this Agreement and to perform its obligations hereunder. Escrow
Agent agrees that all Escrow Funds held by Escrow Agent under this Agreement
shall be segregated from all other property held by Escrow Agent, shall be
designated under the account name "ACN Escrow Account" and otherwise be
identified as being held in connection with this Agreement. Segregation may be
accomplished by appropriate identification on the books and records of Escrow
Agent. Escrow Agent agrees that its documents and records with respect to the
transactions contemplated by this Agreement shall be available for examination
by authorized representatives of Purchaser and the Seller. Escrow Agent agrees
to deliver to Purchaser and the Seller written statements not less than
quarterly summarizing any activity with respect to the Escrow Funds (including
all Escrow Interest) and detailing the balance thereof. The Escrow Agent
undertakes to perform only such duties as are expressly set forth herein. It is
understood that the Escrow Agent is not a trustee or fiduciary and is acting
hereunder merely in a ministerial capacity.
(b) Escrow Agent shall invest and reinvest the Escrow Funds in a
_______ Money Market Account, or in such other investments as Purchaser and the
Seller may from time to time mutually agree upon in writing executed by
Purchaser and the Seller and delivered to Escrow Agent. All investments of the
Escrow Funds shall be held by, or registered in the name of, Escrow Agent or its
nominee.
(c) The Escrow Agent shall not be liable for any action taken or
omitted by it in good faith and in the exercise of its own best judgment, and
may rely conclusively and shall be protected in acting upon any order, notice,
demand, certificate, opinion or advice of counsel (including counsel chosen by
the Escrow Agent), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness
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of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Escrow Agent to be genuine and to be
signed or presented by the proper person or persons. The Escrow Agent shall not
be bound by any notice or demand, or any waiver, modification, termination or
rescission of this Agreement unless evidenced by a writing delivered to the
Escrow Agent signed by the proper party or parties and, if the duties or rights
of the Escrow Agent are affected, unless it shall have given its prior written
consent thereto.
(d) The Escrow Agent's sole responsibility upon receipt of any notice
requiring any payment pursuant to the terms of this Agreement, whether by virtue
of joint resolution, arbitration or determination of a court of competent
jurisdiction, is to pay the amounts specified in such notice, and the Escrow
Agent shall have no duty to determine the validity, authenticity or
enforceability of any specification or certification made in such notice. In the
event fund transfer instructions are given (other than in writing at the time of
the execution of this Agreement), whether in writing, by telecopier or
otherwise, Escrow Agent is authorized to seek confirmation of such instructions
by telephone call-back to the person or persons designated on Schedule 1
attached hereto, and Escrow Agent may rely upon the confirmations of anyone
purporting to be the person or persons so designated. The persons and telephone
numbers for call-backs may be changed only in writing actually received and
acknowledged by Escrow Agent.
(e) The Escrow Agent may consult with counsel of its own choice and
shall have full and complete authorization and indemnification under Section
6(h), below, for any action taken or suffered by it hereunder in good faith and
in accordance with the opinion of such counsel.
(f) The Escrow Agent may resign at any time and be discharged from its
duties as escrow agent hereunder by its giving the other parties hereto written
notice and such resignation shall become effective as hereinafter provided. Such
resignation shall become effective at such time that the Escrow Agent shall turn
over the Escrow Fund to a successor escrow agent appointed jointly by Purchaser
and Seller. If no new escrow agent is so appointed within the 60 day period
following the giving of such notice of resignation, the Escrow Agent may deposit
the Escrow Fund with any court in the Southern District of New York it deems
reasonably appropriate.
(g) In the event of a dispute between the parties as to the proper
disposition of the Escrow Fund, the Escrow Agent shall be entitled (but not
required) to deliver the Escrow Fund into the United States District Court for
the Southern District of New York and, upon giving notice to Purchaser and
Seller of such action, shall thereupon be relieved of all further responsibility
and liability; provided, however, that any such action of interpleader shall not
be deemed to modify the manner in which Escrow Agent is entitled to make
disbursements of the Escrow Funds as set forth in this Agreement other than to
tender the Escrow Funds into the registry of such court.
(h) The Escrow Agent shall be indemnified and held harmless by
Purchaser from and against any expenses, including counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding
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involving any claim which in any way, directly or indirectly, arises out of or
relates to this Agreement, the services of the Escrow Agent hereunder, or the
Escrow Fund held by it hereunder, other than expenses or losses arising from the
gross negligence or willful misconduct of the Escrow Agent. Promptly after the
receipt by the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall notify the other
parties hereto in writing. In the event of the receipt of such notice, the
Escrow Agent, in its sole discretion, may commence an action in the nature of
interpleader in an appropriate court to determine ownership or disposition of
the Escrow Fund or it may deposit the Escrow Fund with the clerk of any
appropriate court and be relieved of any liability with respect thereto or it
may retain the Escrow Fund pending receipt of a final, non-appealable order of a
court having jurisdiction over all of the parties hereto directing to whom and
under what circumstances the Escrow Fund are to be disbursed and delivered.
(h) The Escrow Agent shall be entitled to reasonable compensation from
Purchaser for all services rendered by it hereunder. The Escrow Agent shall also
be entitled to reimbursement from Purchaser for all expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to,
all counsel, advisors' and agents' fees and disbursements and all taxes or other
governmental charges.
(i) From time to time on and after the date hereof, Purchaser and
Seller shall deliver or cause to be delivered to the Escrow Agent such further
documents and instruments and shall do or cause to be done such further acts as
the Escrow Agent shall reasonably request to carry out more effectively the
provisions and purposes of this Agreement, to evidence compliance herewith or to
assure itself that it is protected in acting hereunder.
(j) Notwithstanding anything herein to the contrary, the Escrow Agent
shall not be relieved from liability hereunder for its own gross negligence or
its own willful misconduct.
7. No Implied Duties. This Agreement expressly sets forth all the duties of
the Escrow Agent with respect to any and all matters pertinent hereto. No
implied duties or obligations shall be read into this Agreement against the
Escrow Agent. The Escrow Agent shall not be bound by the provisions of any
agreement among the parties hereto except this Agreement and shall have no duty
to inquire into the terms and conditions of any agreement made or entered into
in connection with this Agreement, including, without limitation, the Purchase
Agreement.
8. Successors; Amendments. This Agreement shall inure to the benefit of and
be binding upon the parties and their respective heirs, successors, assigns and
legal representatives and shall be governed by and construed in accordance with
the law of New York applicable to contracts made and to be performed therein.
This Agreement cannot be changed or terminated except by a writing signed by
Purchaser, Seller and the Escrow Agent.
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9. Jurisdiction. Purchaser and Seller each hereby consents to the exclusive
jurisdiction of the New York state courts sitting in New York County and federal
courts sitting in the Southern District of New York with respect to any claim or
controversy arising out of this Agreement. Service of process in any action or
proceeding brought against Purchaser or Seller in respect of any such claim or
controversy may be made upon it by registered mail, postage prepaid, return
receipt requested, at the address specified in Section 10, with a copy delivered
by nationally recognized overnight carrier to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, The Chrysler
Building, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, Esq.
10. Notices. All notices and other communications under this Agreement
shall be in writing and shall be deemed given if given by hand or delivered by
nationally recognized overnight carrier, or if given by telecopier and confirmed
by mail (registered or certified mail, postage prepaid, return receipt
requested), to the respective parties as follows:
A. If to Purchaser, to him at:
[Name]
c/o Courtside Acquisition Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier No.:
with a copy to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
The Chrysler Building
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Esq.
Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇
B. If to Seller, to it at:
American Community Newspapers LLC
c/o Spire Capital Partners LLC
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Telecopier No.:
with a copy to:
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier number: (▇▇▇) ▇▇▇-▇▇▇▇
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C. If to the Escrow Agent, to it at:
Continental Stock Transfer & Trust Company
▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopier No.: 212-509-5150
or to such other person or address as any of the parties hereto shall specify by
notice in writing to all the other parties hereto.
11. Miscellaneous.
(a) None of the parties may assign this Agreement or its rights or
obligations hereunder, in whole or in part, voluntarily or by operation of law,
without the written consent of the other parties, and any attempted assignment
without such consent shall be void and without legal effect.
(b) There are no third-party beneficiaries of this Agreement. Nothing
contained in this Agreement shall be deemed to confer upon any other person or
entity other than the parties hereto any right or remedy under or by reason of
this Agreement.
(c) No waiver by any party of any of the provisions hereof shall be
effective unless expressly set forth in writing and executed by the party so
waiving. The waiver by any party of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach.
(d) This Agreement (including the exhibits and schedules attached
hereto), together with the Purchase Agreement, supersedes all prior agreements
among the parties with respect to its subject matter and constitutes a complete
and exclusive statement of the terms of the agreement among the parties with
respect to its subject matter. There have been and are no agreements,
representations or warranties among the parties other than those set forth or
provided for in this Agreement, the Purchase Agreement and the other agreements
and documents contemplated thereby. This Agreement is not intended to modify,
and shall not be construed as modifying the Purchase Agreement.
(e) If any provision of this Agreement or the application thereof to
any person or circumstance shall be determined by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof, or
the application thereof to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be affected thereby and shall be
valid and enforceable to the fullest extent permitted by applicable law.
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(f) The headings of the sections and subsections of this Agreement are
for ease of reference only and do not evidence the intentions of the parties.
(g) This Agreement may be executed by facsimile signature pages and in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(h) Capitalized terms used herein that are not otherwise defined
herein shall have the meanings ascribed to them in the Purchase Agreement.
[Signatures Continued on Following Page]
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement on the date first above written.
COURTSIDE ACQUISITION CORP.
By:
------------------------------------
Name:
Title:
AMERICAN COMMUNITY NEWSPAPERS LLC
By:
------------------------------------
Name:
Title:
ESCROW AGENT
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman
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SCHEDULE 1
AUTHORIZED SIGNATORIES
For Purchaser, the following persons, with the titles and specimen signatures
shown below:
Name Title Specimen Signature Telephone Number
---- ----- ------------------ ----------------
Authorized Signatory __________________
Authorized Signatory __________________
For the Seller, the following persons, with the titles and specimen signatures
shown below:
Name Title Specimen Signature Telephone Number
---- ----- ------------------ ----------------
Authorized Signatory __________________
Authorized Signatory __________________
EXHIBIT A
NOTICE
CERTIFICATE
TO: _____________
This Certificate is issued pursuant to that certain Escrow Agreement, dated
as of __________ __, 2007, Courtside Acquisition Corp., a Delaware corporation
("Purchaser"), American Community Newspapers LLC, a Delaware limited liability
company ("Seller"), and you, as Escrow Agent (the "Escrow Agreement").
Capitalized terms used but not otherwise defined in this Certificate shall have
the meanings ascribed to them in the Escrow Agreement.
The undersigned hereby certifies that it has a good faith belief that it is
entitled to receive Escrow Principal in the amount of $_______________ under the
Escrow Agreement by virtue of an Indemnity Claim under the Purchase Agreement.
The material facts and circumstances of such Indemnity Claim (to the extent
known to Purchaser as of the date hereof) are summarized on Schedule I attached
hereto.
Accordingly, you are hereby instructed to distribute, on the thirtieth
(30th) day after your receipt of this Certificate, the sum of $_______________
from the Escrow Principal (plus all Escrow Interest accrued on such portion of
the Escrow Principal) to the undersigned by wire transfer to the following
account:
Bank: _______________________________________________
Account:_____________________________________________
Routing Number:______________________________________
A copy of this Certificate has been given to the Seller in accordance with
the provisions of Section 10 of the Escrow Agreement.
Dated: _____________ __, 200_.
PURCHASER:
COURTSIDE ACQUISITION CORP.
By:
------------------------------------
Name:
Title: Authorized Signatory
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EXHIBIT B
COUNTER NOTICE
CERTIFICATE
TO: _____________
This Certificate is issued pursuant to that certain Escrow Agreement, dated
as of __________ __, 2006, among Courtside Acquisition Corp., a Delaware
corporation ("Purchaser"), American Community Newspapers LLC, a Delaware limited
liability company ("Seller"), and you, as Escrow Agent (the "Escrow Agreement").
Capitalized terms used but not otherwise defined in this Certificate shall have
the meanings ascribed to them in the Escrow Agreement.
The undersigned hereby object to the claim for Escrow Principal that
Purchaser asserted in the amount of $__________ under that certain Notice
Certificate, dated ________ __, 200_, delivered by Purchaser to you.
The Seller dispute such claim in [whole][part]. The material facts and
circumstances of such dispute are summarized on Schedule I attached hereto.
Accordingly, you are hereby instructed [to deliver $_______________ of such
amount to Purchaser, together with accrued Escrow Interest thereon (the "Agreed
Portion") and not to deliver $__________ of such amount or any Escrow Interest
accrued thereon (the "Disputed Portion")][not to deliver any of such amount to
Purchaser].
A copy of this Certificate has been given to Purchaser in accordance with
the provisions of Section 10 of the Escrow Agreement.
Dated: _____________ __, 200_.
SELLER:
AMERICAN COMMUNITY NEWSPAPERS LLC
By:
------------------------------------
Name:
Title: Authorized Signatory
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EXHIBIT C
JUDGMENT
CERTIFICATE
TO: _____________
This Certificate is issued pursuant to that certain Escrow Agreement, dated
as of __________ __, 2006, among Courtside Acquisition Corp., a Delaware
corporation ("Purchaser"), American Community Newspapers LLC, a Delaware limited
liability company ("Seller"), and you, as Escrow Agent (the "Escrow Agreement").
Capitalized terms used but not otherwise defined in this Certificate shall have
the meanings ascribed to them in the Escrow Agreement.
The undersigned hereby certifies that (a) it has received a judgment
("Judgment") by a court of competent jurisdiction that includes an award to the
undersigned; (b) a true, correct and complete copy of the Judgment accompanies
this Certificate; and (c) pursuant to the Judgment, it is entitled to receive
Escrow Principal in the amount of $_______ under the Escrow Agreement.
Accordingly, you are hereby instructed to distribute [immediately] [on
________ __, 200__] $__________ of Escrow Principal (plus all Escrow Interest
accrued in respect thereof) to the undersigned by wire transfer of immediately
available funds to the following account:
Bank: _______________________________________________
Account:_____________________________________________
Routing Number: _____________________________________
A copy of this Certificate has been given to the other parties to the
Escrow Agreement in accordance with the provisions of Section 10 of the Escrow
Agreement.
Dated: _____________ __, 200_.
PURCHASER:
COURTSIDE ACQUISITION CORP.
By:
------------------------------------
Name:
Title: Authorized Signatory
-or-
SELLER:
AMERICAN COMMUNITY NEWSPAPERS LLC
By:
------------------------------------
Name:
Title: Authorized Signatory
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EXHIBIT D
MUTUALLY AGREED DISTRIBUTION OF ESCROW FUNDS
CERTIFICATE
TO: ___________
This Certificate is issued pursuant to that certain Escrow Agreement, dated
as of __________ __, 2006, among Courtside Acquisition Corp., a Delaware
corporation ("Purchaser"), American Community Newspapers LLC, a Delaware limited
liability company ("Seller"), and you, as Escrow Agent (the "Escrow Agreement").
Capitalized terms used but not otherwise defined in this Certificate shall have
the meanings ascribed to them in the Escrow Agreement.
Purchaser has previously issued to you an Indemnity Claim Certificate,
dated _____ __, 200_, pursuant to which it claimed that it had a good faith
belief that it was entitled to Escrow Funds pursuant to the terms of the Escrow
Agreement by virtue of an Indemnity Claim arising under the Purchase Agreement.
The matters giving rise to such Indemnity Claim Certificate have been the
subject of settlement negotiations between Purchaser and the Seller, and such
parties have now settled such matters pursuant to a mutually satisfactory
settlement agreement.
Accordingly, you are hereby instructed to distribute [immediately] [on
_______ __, 200__] $___________ from the Escrow Funds to [Purchaser/the Seller,
as applicable] by wire transfer of immediately available funds to the following
account:
Bank: _______________________________________________
Account: ____________________________________________
Routing Number: _____________________________________
Dated: _____________ __, 200_.
PURCHASER:
COURTSIDE ACQUISITION CORP.
By:
------------------------------------
Name:
Title: Authorized Signatory
SELLER:
AMERICAN COMMUNITY NEWSPAPERS LLC
By:
------------------------------------
Name:
Title: Authorized Signatory
