ESCROW AGREEMENT
This Escrow Agreement (this "Agreement"), dated as of April 24, 2002
among (i) Tilia International, Inc., a Xxxx Islands corporation ("Tilia"), (ii)
Tilia, Inc., a California corporation ("Tilia U.S."), (iii) Tilia Canada, Inc.,
a corporation organized under the Canada Business Corporation Act ("Tilia
Canada") (Tilia, Tilia U.S. and Tilia Canada are collectively referred to herein
as the "Sellers" and each individually as a "Seller"), (iv) Alltrista
Corporation, a Delaware corporation (the "Buyer"), (v) Xxxxxxxxx Xxxxxxxxx (the
"Sellers' Representative") and (vi) X.X. Xxxxxx Trust Company, National
Association, as escrow agent (the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, the Buyer, the Sellers and the Sellers' Representative have
entered into that certain Asset Purchase Agreement, dated as of March 27, 2002
(the "Purchase Agreement"), pursuant to which certain amounts are to be placed
in escrow as a source of the payment for any indemnified claims that may arise
pursuant to Section 13 of the Purchase Agreement;
WHEREAS, Section 3.1 of the Purchase Agreement provides that at the
Closing, the Buyer shall deposit in escrow with the Escrow Agent an amount equal
to $5,000,000, constituting a part of the purchase price under the Purchase
Agreement;
WHEREAS, the Escrow Agent has agreed to act as escrow agent pursuant to
the terms of this Agreement; and
WHEREAS, capitalized terms used herein shall have the same meanings as
set forth in the Purchase Agreement unless otherwise specifically defined
herein.
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
SECTION 1. Establishment of Escrow.
(a) On the Closing Date, the Buyer will wire transfer in immediately
available funds to the Escrow Agent, in accordance with Section 3.3 of the
Purchase Agreement, an amount equal to $5,000,000 (the "Escrowed Amount").
(b) The Escrow Agent hereby agrees to act as escrow agent and to hold,
safeguard and disburse the Escrowed Amount pursuant to the terms and conditions
hereof.
SECTION 2. Investment of Funds. The Escrowed Amount shall be invested,
from time to time, to the extent possible, in the [Chase Investment Money Market
Account] or in such other instruments mutually agreed by both the Buyer and the
Sellers' Representative, with any remainder being deposited and maintained in a
money market deposit account with a bank organized under the laws of the United
States of America or of the State of California, which is insured by the Federal
Deposit Insurance Corporation, or in such other accounts mutually agreed
by both the Buyer and the Sellers' Representative, until disbursement of the
entire Escrowed Amount. All interest or any other income earned with respect to
such investment shall be retained by the Escrow Agent as part of the Escrowed
Amount until distributed in accordance with other provisions of this Agreement.
For all federal, state and local income tax purposes, the Sellers, the Buyer and
the Escrow Agent shall treat each Seller as the owner of its pro rata portion of
the Escrowed Amount based on the percentage of the Purchase Price (as defined in
the Purchase Agreement) allocated to such Seller on Schedule 15 to the Purchase
Agreement. Accordingly, the Sellers shall pay all income, withholding and any
other taxes imposed on or measured by income, to the extent attributable to any
sums deposited with the Escrow Agent pursuant to Section 1 of this Agreement or
attributable to interest thereon and shall file, or cause to be filed, all tax
and information returns applicable thereto. The Escrow Agent is authorized to
liquidate any portion of the Escrowed Amount consisting of investments to
provide for payments required to be made under this Agreement.
SECTION 3. Release of Escrowed Amount. The Escrow Agent shall release
the Escrowed Amount (as increased by any earnings thereon and as reduced by any
payments made from time to time pursuant to this Section 3 hereof, any Claim
Reserve or any losses on investments), as follows:
(a) The Escrow Agent shall release the Escrowed Amount in accordance
with the written instructions of both the Buyer and the Sellers' Representative.
(b) The Escrow Agent shall release such amounts as are authorized to be
paid to the Buyer pursuant to Section 4 below.
(c) On March 31, 2003, the Escrow Agent shall distribute the Escrowed
Amount to Tilia, provided, that if there shall remain one or more Open Claims
and/or if the Escrow Agent shall have received one or more notices from the
Buyer pursuant to Section 4(a) below and/or any certificate from the Sellers'
Representative pursuant to Section 15 below, then the Escrow Agent shall
distribute the Escrowed Amount to Tilia less (i) the Claim Reserves in respect
of any Open Claims, (ii) the aggregate amount specified in such notices for
which a Claim Reserve has not been established, and (iii) the amount of the
Sellers' Representative Fees pursuant to Section 15 below specified in the
certificate sent by the Sellers' Representative's to the Escrow Agent.
(d) Following March 31, 2003, the Escrow Agent shall from time to time
distribute to Tilia any Escrowed Amount that exceeds the amount of the Claim
Reserves with respect to any Open Claims as to which there has been no Final
Determination; provided that if the Escrow Agent shall have received one or more
notices from the Buyer pursuant to Section 4(a) below on or prior to March 31,
2003, and no Claim Reserve(s) shall have been established in respect of the
Claim or Claims referred in any such notice, the Escrow Agent shall retain as
part of the Escrowed Amount an amount equal to the aggregate of the amounts
specified by the Buyer in any such notices.
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SECTION 4. Buyer Claims. The procedure for payments from the Escrowed
Amount shall be as follows:
(a) As the Buyer shall determine that it is entitled to an
indemnification payment under Section 13 of the Purchase Agreement (including
without limitation Section 13.2(a) thereof) , the Buyer may request payment from
the Escrowed Amount by giving written notice of such claim to the Escrow Agent
and to the Sellers' Representative, certifying in such notice the nature of the
claim in reasonable detail, the amount thereof if then ascertainable and, if not
then ascertainable, a good faith estimate of the amount thereof and the
provision(s) in the Purchase Agreement on which the claim is based. Buyer may
give notice of claim in accordance with this Section 4(a) at any time on or
prior to March 31, 2003 and no notice of claim may be given to the Escrow Agent
after March 31, 2003.
(b) If, within thirty (30) calendar days after actual receipt by the
Sellers' Representative of the written notice of a claim from the Buyer in
accordance with Section 4(a), the Escrow Agent has not actually received written
objection to such claim from the Sellers' Representative, the claim stated in
such notice shall be conclusively deemed to be approved by the Sellers'
Representative and the Escrow Agent shall promptly thereafter pay to the Buyer
from the Escrowed Amount the amount of such claim to the extent of the funds in
the Escrowed Amount and shall notify the Sellers' Representative of such
payment.
(c) If within said thirty (30) calendar days the Escrow Agent shall
have actually received from the Sellers' Representative a written objection to
the claim by the Buyer, stating the nature of and grounds for such objection (a
copy of which objection shall in each case be sent to the Buyer by the Sellers'
Representative in accordance with the provisions of Section 7 below), then such
claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve
within the Escrowed Amount an amount equal to the amount of the Open Claim
(which amount for each Open Claim is referred to herein as the "Claim Reserve").
(d) The amount constituting the Claim Reserve for each Open Claim shall
be paid by the Escrow Agent from the Escrowed Amount to the Buyer only either
(i) in accordance with a joint written instruction by the Buyer and the Sellers'
Representative or (ii) if and to the extent consistent with a copy of a final
judgment by or order of the Board of Arbitration referred to in Section 9 hereof
or a court of competent jurisdiction with respect to which any period of time to
appeal such judgment or order shall have lapsed pertaining to the Open Claim,
sent to the Escrow Agent by the Buyer or the Sellers' Representative, in any
case accompanied by a certification that any period of time to file an appeal of
such judgment or order has lapsed and no such appeal has been filed or is
otherwise pending (a "Final Determination"), and any portion of the Claim
Reserve for such Open Claim not so required to be paid to the Buyer shall be
deemed to be part of the remaining Escrowed Amount. The Escrow Agent shall,
within two banking days of having been given a copy of a Final Determination for
an Open Claim, pay the Buyer an amount equal to the aggregate amount payable to
the Buyer under the Final Determination for such Open Claim.
(e) The parties to this Agreement hereby acknowledge and agree that all
instructions, directions or other communications given by the Buyer shall be
made pursuant to a writing signed by a duly authorized representative thereof,
and that all instructions, directions or
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other communications given by the Sellers' Representative shall be made pursuant
to a writing signed by the Sellers' Representative or, in the event of his death
or disability, his executor or guardian, as the case may be.
SECTION 5. Termination of Escrow. This Agreement shall terminate at
such time as there is no longer any Escrowed Amount. The provisions of Section 6
shall survive a termination of this Agreement.
SECTION 6. Duties of the Escrow Agent
(a) The duties and obligations of the Escrow Agent, in its capacity as
such, shall be determined solely by the express provisions of this Agreement and
the Escrow Agent shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Agreement. The Escrow
Agent shall not be bound in any way by any other agreement or contract among any
of the parties (whether or not the Escrow Agent has knowledge thereof).
(b) The Escrow Agent shall not be liable, except for its own gross
negligence or willful misconduct and, except with respect to claims based upon
such gross negligence or willful misconduct that are successfully asserted
against the Escrow Agent, the Buyer shall indemnify and hold harmless the Escrow
Agent (and any successor of the Escrow Agent) from and against any and all
losses, liabilities, claims, actions, damages and expenses, including reasonable
attorneys' fees and disbursements, arising out of and in connection with this
Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be
liable in connection with its investment or reinvestment of any cash held by it
hereunder in good faith, in accordance with the terms hereof, including, without
limitation, any liability for any delays (not resulting from its gross
negligence or willful misconduct) in the investment or reinvestment of the
Escrowed Amount, or any loss of interest incident to any such delays. In no
event shall Escrow Agent be liable for special, indirect or consequential loss
or damage of any kind whatsoever (including but not limited to lost profits),
even if the Escrow Agent has been advised of the likelihood of such loss or
damage and regardless of the form of action.
(c) The Escrow Agent shall be entitled to rely in good faith upon any
order, judgment, certification, demand, notice, instrument or other writing
delivered to it hereunder without being required to determine the authenticity
or the correctness of any fact stated therein or the propriety or validity of
the service thereof. The Escrow Agent may act in good faith in reliance upon any
instrument or signature believed by it to be genuine and may assume that the
person purporting to give receipt or advice or make any statement or execute any
document in connection with the provisions hereof has been duly authorized to do
so. In the administration of the Escrowed Amount, the Escrow Agent may execute
any of its powers and perform its duties hereunder directly or through agents or
attorneys and may, consult with counsel, accountants and other skilled persons
to be selected and retained by it. The Escrow Agent shall not be liable for the
performance of agents or for anything done, suffered or omitted in good faith by
it in accordance with the advice or opinion of any such counsel, accountants or
other skilled persons.
(d) If a controversy arises between one or more of the parties hereto,
or between any of the parties hereto and any person not a party hereto, as to
whether or not or to
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whom the Escrow Agent shall deliver the Escrowed Amount or any portion thereof
or as to any other matter arising out of or relating to this Agreement or the
Escrowed Amount deposited hereunder, the Escrow Agent shall not be required to
determine the same and need not make any delivery of the Escrowed Amount or any
portion thereof but may retain it without liability to anyone until the rights
of the parties to the dispute shall have finally been determined by (i) mutual
agreement, or (ii) a copy of a final judgment by or order of a board of
arbitration or a court of competent jurisdiction with respect to which any
period of time to appeal such judgment or order shall have lapsed, accompanied
by a certification that any period of time to file an appeal of such judgment or
order has lapsed and no such appeal has been filed or is otherwise pending, but
the Escrow Agent shall be under no duty whatsoever to institute or defend any
such proceedings. The Escrow Agent shall be entitled to assume that no such
controversy has arisen unless it has received conflicting written notice from
the parties to this Agreement or a written notice from any person that such a
controversy has arisen which refers specifically to this Agreement and
identifies by name and address the adverse claimants to the controversy.
(e) The Escrow Agent hereby accepts its appointment and agrees to act
as the Escrow Agent under the terms and conditions of this Agreement. By such
acceptance and agreement, however, the Escrow Agent shall not be deemed to have
waived any right with respect to any transaction or representation (other than
its service as Escrow Agent hereunder) between or among it and any other party
or parties hereto.
(f) Any company into which the Escrow Agent may be merged or converted
or with which it may be consolidated or any company resulting from any merger
conversion or consolidation to which it shall be a party or any company to which
the Escrow Agent may sell or transfer all of substantially all of its
escrow/custody business, provided such company shall be eligible to serve as
Escrow Agent hereunder, shall be the successor hereunder to the Escrow Agent
without the execution or filing of any paper or any further act. In the event
the Escrow Agent becomes unavailable or unwilling to continue in its capacity
hereunder, the Escrow Agent may resign and be discharged from its duties or
obligations by giving notice of its resignation to the parties to this
Agreement, specifying a date not less than sixty (60) calendar days following
such notice date when such resignation shall take effect. Buyer and the Sellers'
Representative shall jointly designate a successor Escrow Agent prior to the
expiration of such sixty (60) calendar days period by giving written notice to
the resigning Escrow Agent. If at that time the Escrow Agent has not received a
designation of a successor escrow agent, the Escrow Agent's sole responsibility
after that time shall be to retain and safeguard the Escrowed Amount until
receipt of a designation of successor escrow agent from the Buyer and the
Sellers' Representative. The Escrow Agent shall promptly transfer the Escrowed
Amount to such designated successor.
(g) The Escrow Agent shall be reimbursed for all reasonable expenses,
disbursements and advances incurred or made by the Escrow Agent in performance
of its duties hereunder (including reasonable fees, expenses and disbursements
of its counsel). Such fees, costs and expenses payable to the Escrow Agent shall
be borne one-half by the Sellers and one-half by the Buyer.
(h) The Sellers and the Buyer shall reimburse and indemnify the Escrow
Agent for, and hold it harmless against, any loss, liability or expense,
including but not limited to
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reasonable counsel fees, incurred without bad faith, willful misconduct or gross
negligence on the part of the Escrow Agent arising out of or in connection with
its acceptance of, or the performance of its duties and obligations under this
Agreement as well as the costs and expenses of defending against any claim or
liability arising out of or relating to this Agreement. Such reimbursement to
and indemnification of the Escrow Agent shall be borne one-half by the Sellers
and one-half by the Buyer.
(i) The Sellers, the Buyer and the Escrow Agent agree to be bound by
the terms set forth on Exhibit A hereto.
SECTION 7. Notices. All notices, consents, waivers and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (a) delivered by hand (with written confirmation of
receipt), (b) sent by facsimile (with written confirmation of receipt) provided
that a copy is mailed by registered mail, return receipt requested, or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses and
facsimile numbers set forth below (or to such other addresses and facsimile
numbers as a party may designate by notice to the other parties):
If to the Sellers:
Tilia, Inc.
Tilia International, Inc.
c/o Tilia, Inc.
Tilia Canada, Inc.
c/o Tilia, Inc.
000 Xxxxxx Xxxxxx
Xxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxxxxx Xxxxxxxxx
Copy to:
Xxxxxxxx & Xxxxxxxx LLP
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attn: Xxxx X. Lion III
Telecopy: (000) 000-0000
If to the Sellers' Representative:
Xxxxxxxxx Xxxxxxxxx
x/x Xxxxxxx Xxxx Xxxxxxxxxx, X.X.X.
One Union Square
000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Telecopy: (000) 000 0000
Copy to:
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Xxxxxxxx & Xxxxxxxx LLP
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attn: Xxxx X. Lion III
Telecopy: (000) 000-0000
If to the Buyer:
Alltrista Corporation
000 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx X000
Xxx, Xxx Xxxx 00000
Attn: Ian X.X. Xxxxxx
Telecopy: (000) 000-0000
Copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 0xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Xxxxxxx X. Xxxxx, Esq. and Xxxxxxx X. Xxxxxxxx, Esq.
Telecopy: (000) 000-0000
If to Escrow Agent:
X.X. Xxxxxx Trust Company, National Association
000 Xxxxxxxxxx Xxxxxx, Xxxxx #0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Telecopy: (000) 000-0000
SECTION 8. Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE
CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS
OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS
OF LAWS THEREOF.
SECTION 9. Arbitration. All disputes between the Buyer and the Sellers
and the Sellers' Representative arising out of this Agreement shall be submitted
to binding arbitration in accordance with the provisions of Section 13.2(e) of
the Purchase Agreement.
SECTION 10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original and all of which,
when taken together, will be deemed to constitute one and the same.
SECTION 11. Section Headings. The headings of sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation.
SECTION 12. Waiver. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure nor any delay
by any party in exercising any right, power, or privilege under this Agreement
or the documents referred to in this
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Agreement will operate as a waiver of such right, power, or privilege, and no
single or partial exercise of any such right, power, or privilege will preclude
any other or further exercise of such right, power, or privilege or the exercise
of any other right, power, or privilege. To the maximum extent permitted by
applicable law, (a) no claim or right arising out of this Agreement or the
documents referred to in this Agreement can be discharged by one party, in whole
or in part, by a waiver or renunciation of the claim or right unless in a
writing signed by the other party; (b) no waiver that may be given by a party
will be applicable except in the specific instance for which it is given; and
(c) no notice to or demand on one party will be deemed to be a waiver of any
obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement or the documents referred to in this Agreement.
SECTION 13. Exclusive Agreement and Modification. This Agreement and
the Purchase Agreement supersede all prior agreements among the parties with
respect to their subject matter and constitute (along with the documents
referred to in this Agreement) a complete and exclusive statement of the terms
of the agreement between the parties with respect to their subject matter. This
Agreement may not be amended except by a written agreement executed by all of
the parties hereto.
SECTION 14. Assignment. Neither this Agreement nor any right or
interest hereunder may be assigned in whole or in part by any party without the
prior consent of the other parties hereto and any such attempted assignment
without such prior written consent shall be void and of no force and effect,
provided, that the Buyer may assign its rights hereunder to one or more
Affiliates and to any party providing financing in connection with the
transactions contemplated hereby (provided that such assignment shall not serve
as a novation) and the Sellers may assign their rights and obligations to a
liquidating trust or similar entity, to the shareholders of Tilia or their
assignees or to other Affiliates of the Sellers, provided further, that no such
assignment shall reduce or otherwise vitiate any of the obligations of the
Sellers or the Escrow Agent hereunder. This Agreement shall inure to the benefit
of and shall be binding upon the successors and permitted assigns of the parties
hereto.
SECTION 15. Sellers' Representative Expenses.
(a) If Sellers' Representative pays fees and expenses on behalf of
Tilia, pursuant to a separate agreement to be entered into between Tilia and the
Sellers' Representative, the Sellers' Representative shall have the right to be
reimbursed of such expenses and fees (the "Sellers' Representative's Fees") from
any remaining Escrowed Amount which shall not have been distributed to the Buyer
by the Escrow Agent pursuant to this Agreement; provided that the Escrow Agent
shall have received from the Sellers' Representative, on or prior to March 31,
2003, a written certificate setting forth the amount of the Seller's
Representative's Fees owed or to be owed by Tilia to the Seller's
Representative.
(b) The reimbursement of the Sellers' Representative's Fees shall be
made by the Escrow Agent to the Sellers' Representative promptly following any
distribution required pursuant to Section 3(c); provided, however, that the
Escrow Agent shall reimburse to the Sellers' Representative that portion of the
Sellers' Representative's Fees to the extent the Escrowed Amount exceeds the
amount of the Claim Reserves plus the amount set forth in any
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notice of the Buyer pursuant to Section 4(a) for which no Claim Reserve has yet
been established.
SECTION 16. Tax Reporting The Sellers agree to provide the Escrow Agent
with certified tax identification numbers for each Seller by furnishing
appropriate Forms W-9 (or Forms W-8, in the case of non-U.S. persons) and other
forms and documents that the Escrow Agent may reasonably request (collectively,
"Tax Reporting Documentation") to the Escrow Agent within thirty (30) days after
the date hereof.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.
ALLTRISTA CORPORATION
By: /s/ Ian X.X. Xxxxxx
--------------------------------
Name: Ian X.X. Xxxxxx
Title: Vice Chariman, Chief Financial
Officer and Secretary
TILIA INTERNATIONAL INC.
by Corporate Directors Limited, Director
By: /s/ Xxxxxx Corvette
-------------------------------------
Name: Xxxxxx Corvette
Title: Authorized Signatory
TILIA INC.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: President and CEO
TILIA CANADA, INC.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: President and CEO
By: /s/ Xxxxxxxxx Xxxxxxxxx
-------------------------------------
Xxxxxxxxx Xxxxxxxxx
As Sellers' Representative
[SELLER'S ESCROW AGREEMENT]
X.X. XXXXXX TRUST COMPANY, NATIONAL
ASSOCIATION as Escrow Agent
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
[SELLER'S ESCROW AGREEMENT]
EXHIBIT A
1. Specimen Signatures The Escrow Agent may rely on the signatures contained on
the signature page hereto as the specimen signatures of the parties, until
changed in writing by a certificate to the Escrow Agent from the party so
changing.
2. Funds Transfer Language
a) In the event funds transfer instructions are given (other than in writing at
the time of execution of the Escrow Agreement) whether in writing, by telecopier
or otherwise, the Escrow Agent is authorized to seek confirmation of such
instructions by telephone call-back to the person or persons designated on
Attachment "A" hereto, and the 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 a writing actually
received and acknowledged by the Escrow Agent. The parties to this Agreement
acknowledge that such security procedure is commercially reasonable.
b) It is understood that the Escrow Agent and the beneficiary's bank in any
funds transfer may rely solely upon any account numbers or similar identifying
number provided by either of the other parties hereto to identify (I) the
beneficiary, (ii) the beneficiary's bank, or (iii) an order it executes using
any such identifying number, even where its use may result in a person other
than the beneficiary being paid, or the transfer of funds to a bank other than
the beneficiary's bank, or an intermediary bank designated.
[SELLER'S ESCROW AGREEMENT]
Attachment A
Telephone Number(s) for Call-Backs and Person(s)
Designated to Confirm Funds Transfer and Payment Instructions
Escrow Agent is authorized to confirm payment instructions issued in the name of
any of the parties to this Agreement with any person purporting to be the person
designated on behalf of such party as indicated below, whether or not that
person is the person who has issued the payment instructions to the Escrow
Agent.
Name Telephone Number
---- ----------------
FOR THE BUYER:
Ian X.X. Xxxxxx (000) 000-0000
Xxxxxx X. Xxxxxxxx
Xxxxxxx XxXxxxxxx
--------------------------------------- -------------------------------------
FOR SELLERS' REPRESENTATIVE:
Xxxxxxxxx Xxxxxxxxx (415) 392-9228 ext. 223
Hanns J. Xxxxxxx (000) 000-0000
[SELLER'S ESCROW AGREEMENT]
