Extract to table

Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement

"Indemnification Basket" means Nine Hundred Fifty Thousand Dollars ($950,000), constituting one percent (1%) of the Purchase Price, structured as a "tipping basket" as provided in the Purchase Agreement such that, once the aggregate amount of indemnifiable Losses exceeds the Indemnification Basket, the indemnified party shall be entitled to recover from the first dollar of such Losses

Promptly following the execution and delivery of this Agreement by all parties hereto, and in any event no later than two (2) Business Days prior to the anticipated Closing Date, Escrow Agent shall establish and maintain a separate, segregated escrow account (the "Escrow Account") at Atlantic Fiduciary Trust Company

The Escrow Account shall be titled as follows: "Meridian Consumer Brands LLC / Briarwood Home Essentials, Inc

Escrow Account — Atlantic Fiduciary Trust Company, as Escrow Agent" The Escrow Account shall be maintained as a separate and distinct account, segregated from the general assets of Escrow Agent, and shall at all times be identified as an escrow account held by Escrow Agent in its capacity as escrow agent under this Agreement

Escrow Agent shall not commingle the Escrow Fund with any other funds held by Escrow Agent, whether for its own account or for the account of any other person or entity