ESCROW AGENT SHALL PROVIDE TO BUYER AND SELLER MONTHLY STATEMENTS
IDENTIFYING TRANSACTIONS, TRANSFERS, PAYMENTS AND HOLDINGS OF THE ESCROW FUND
AND EACH SUCH STATEMENT SHALL BE DEEMED TO BE CORRECT AND FINAL UPON RECEIPT
THEREOF BY BUYER AND SELLER UNLESS THE ESCROW AGENT IS NOTIFIED IN WRITING TO
THE CONTRARY WITHIN THIRTY (30) CALENDAR DAYS OF THE DATE OF SUCH STATEMENT.
(B)
BUYER AND SELLER ACKNOWLEDGE THAT REGULATIONS OF THE COMPTROLLER OF THE
CURRENCY GRANT BUYER AND SELLER THE RIGHT TO RECEIVE BROKERAGE CONFIRMATIONS OF
SECURITY TRANSACTIONS AS THEY OCCUR.
BUYER AND SELLER SPECIFICALLY WAIVE SUCH
NOTIFICATION TO THE EXTENT PERMITTED BY LAW AND ACKNOWLEDGE THAT BUYER AND
SELLER WILL RECEIVE PERIODIC CASH TRANSACTION STATEMENTS, WHICH WILL DETAIL ALL
INVESTMENT TRANSACTIONS.
4.
DISTRIBUTIONS FROM THE ESCROW FUND.
THE ESCROW AGENT IS DIRECTED
TO HOLD AND DISTRIBUTE THE ESCROW FUND IN THE FOLLOWING MANNER:
(A)
JOINT INSTRUCTIONS.
(I)
UPON THE ESCROW AGENT'S RECEIPT OF WRITTEN INSTRUCTIONS TO THE
ESCROW AGENT SIGNED BY BOTH BUYER AND SELLER (A "JOINT INSTRUCTION") DIRECTING
THE ESCROW AGENT TO DISBURSE ALL OR ANY PART OF THE ESCROW FUND, INCLUDING IN
RESOLUTION OF A DISPUTED CLAIM (WHICH JOINT INSTRUCTION SHALL SET FORTH THE
AMOUNT TO BE DISBURSED (INCLUDING WHETHER SUCH DISBURSEMENT SHALL BE ACCOMPANIED
BY ANY INTEREST AND EARNINGS THEREON), THE APPLICABLE SECTION OF THE ASSET
PURCHASE AGREEMENT OR LASER PROJECTION SYSTEMS AGREEMENT FOR WHICH SUCH AMOUNT
IS BEING DISBURSED (INCLUDING THE SPECIFIC AMOUNT ALLOCATED TO DISBURSEMENTS
MADE UNDER THE ASSET PURCHASE AGREEMENT OR LASER PROJECTION SYSTEMS AGREEMENT,
AS THE CASE MAY BE), THE PAYEE THEREOF, THE DATE REQUESTED FOR SUCH DISBURSEMENT
AND SUFFICIENT DETAILS REGARDING THE ACCOUNT TO WHICH SUCH DISBURSEMENT IS TO BE
MADE), THE ESCROW AGENT WILL RELEASE SUCH AMOUNT FROM THE ESCROW FUND STRICTLY
IN ACCORDANCE WITH SUCH WRITTEN INSTRUCTIONS.
BUYER AND SELLER EACH AGREE TO
PREPARE AND SIGN A JOINT INSTRUCTION THAT DIRECTS THE ESCROW AGENT TO DISTRIBUTE
CASH HELD IN THE ESCROW FUND PURSUANT TO AND IN ACCORDANCE WITH (I) SECTION
4.1(C)(I) OF THE ASSET PURCHASE AGREEMENT, IF ANY PAYMENT PURSUANT TO SECTION
4.1(C)(I) OF THE ASSET PURCHASE AGREEMENT IS DETERMINED TO BE DUE AND PAYABLE
FOLLOWING DETERMINATION OF THE FINAL CLOSING NET ASSETS STATEMENT, (II) SECTION
5.1 OF THE LASER PROJECTION SYSTEMS AGREEMENT, IF ANY PAYMENTS PURSUANT TO
SECTION 5.1 OF THE LASER PROJECTION SYSTEMS AGREEMENT ARE DETERMINED TO BE DUE
AND PAYABLE; (III) SECTION 5.2 OF THE LASER PROJECTION
2
Systems Agreement, if any payment pursuant to Section 5.2 of the Laser
Projection Systems Agreement is determined to be due and payable; (iv) pursuant
to paragraph 4(e)(i)(A)(1), if any payment is determined to be due and payable;
and (v) pursuant to paragraph 4(e)(i)(B), if any payment is determined to be due
and payable.
To the extent that any amount is released from the Escrow Fund to
Buyer pursuant to Section 4.1(c)(i) of the Asset Purchase Agreement and Sections
5.1 and 5.2 of the Laser Projection Systems Agreements, such amount shall be
accompanied by interest and earnings thereon.
(II)