Common use of Purchase Price; Deposit Clause in Contracts

Purchase Price; Deposit. Promptly, but in any event within three days from the Effective Date, the Parties shall enter into the Escrow Agreement and Purchaser shall deposit with the Escrow Agent the sum of $6,600,000.00 (the “Deposit Amount”), which will be either delivered to Purchaser or paid to the Company as follows (in addition to any other remaining Escrow Funds): (a) if the Closing occurs, the Deposit Amount and all other Escrow Funds shall be applied towards the Cash Amount payable by Purchaser pursuant to Section 3.3, (b) if this Agreement is terminated by Sellers pursuant to Section 4.4(d), then Sellers and Purchaser shall promptly submit joint written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to the Company (and such Escrow Funds will be deemed fully earned by Sellers as compensation and consideration for entering into this Agreement), or (c) if this Agreement is terminated for any reason other than by Sellers pursuant to Section 4.4(d), then Purchaser, upon notice to Sellers, shall submit written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to Purchaser. Notwithstanding anything to the contrary in the foregoing, Sellers will have no rights under the Escrow Agreement until the Bankruptcy Court issues the Bidding Procedures Order or another Order confirming that the Escrow Agreement will not be rejected by the Bankruptcy Court and may be performed by Sellers in accordance with its terms. The Deposit Amount shall only constitute property of Sellers’ bankruptcy estates in the event that the Deposit Amount is required to be released to the Company by the Escrow Agent in accordance with the terms of this Agreement.

Purchase Price; Deposit. Promptly(a) Each party or its Affiliates has delivered or shall promptly deliver to the Escrow Agent all information requested by the Escrow Agent to open the Deposit Escrow Account. By the later of (i) three (3) Business Days following the Execution Date and (ii) the date that the Deposit Escrow Account is open, but in any no event within three later than ten (10) days from following the Effective Execution Date, the Parties Buyer shall enter into deliver to the Escrow Agreement and Purchaser shall deposit with Agent, by wire transfer of immediately available funds to the Deposit Escrow Agent Account, the sum of $6,600,000.00 37,500,000 (the “Deposit AmountDeposit”), which will be either delivered to Purchaser or paid to the Company as follows (in addition to any other remaining Escrow Funds): (a) if the Closing occurs, the Deposit Amount and all other Escrow Funds shall be applied towards the Cash Amount payable by Purchaser pursuant to Section 3.3, (b) if this Agreement is terminated by Sellers pursuant to Section 4.4(d), then Sellers held and Purchaser shall promptly submit joint written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to the Company (and such Escrow Funds will be deemed fully earned by Sellers as compensation and consideration for entering into this Agreement), or (c) if this Agreement is terminated for any reason other than by Sellers pursuant to Section 4.4(d), then Purchaser, upon notice to Sellers, shall submit written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to Purchaser. Notwithstanding anything to the contrary in the foregoing, Sellers will have no rights under the Escrow Agreement until the Bankruptcy Court issues the Bidding Procedures Order or another Order confirming that the Escrow Agreement will not be rejected by the Bankruptcy Court and may be performed by Sellers in accordance with its terms. The Deposit Amount shall only constitute property of Sellers’ bankruptcy estates in the event that the Deposit Amount is required to be released to the Company disbursed by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement and this Agreement. If Closing occurs, the Deposit shall be applied towards the Closing Amount at Closing and the Parties shall execute and deliver joint written instructions to the Escrow Agent directing the disbursement of the Deposit (and all interest and other amounts earned thereon) from the Deposit Escrow Account to the Seller. If the Closing does not occur, the Deposit (and all interest and other amounts earned thereon) shall be distributed in accordance with the terms of Section 9.3. If the Deposit is not delivered to the Escrow Agent as provided above, then, notwithstanding anything to the contrary in the Agreement, the Seller shall have the right to terminate this Agreement by delivery of written notice to the Buyer.

Purchase Price; Deposit. Promptly, but in any event within three days from On the Effective DateDate or within two (2) Business Days thereof, pursuant to the Parties shall enter into terms of the Escrow Agreement and Agreement, Purchaser shall deposit with the Escrow Agent the sum of Five Million Dollars ($6,600,000.00 5,000,000) by wire transfer of immediately available funds (the “Deposit AmountDeposit”), which will to be either released by the Escrow Agent and delivered to either Purchaser or paid Sellers (together with all accrued investment income thereon) in accordance with the provisions of the Escrow Agreement. Pursuant to the Company Escrow Agreement, the Deposit shall be distributed as follows (in addition to any other remaining Escrow Funds): follows: (a) if the Closing occursshall occur, the Deposit Amount and all other Escrow Funds investment income thereon shall be applied towards the Cash Amount Consideration payable by Purchaser pursuant to Sellers under Section 3.3, 3.2 at the Closing; (b) if this Agreement is terminated by Sellers pursuant to Section 4.4(d4.4(f), then the full Deposit together with all investment income thereon shall be delivered to Sellers and Purchaser shall promptly submit joint written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to the Company (and following such Escrow Funds will be deemed fully earned by Sellers as compensation and consideration for entering into this Agreement), or termination (c) if this Agreement is terminated by Purchaser pursuant to Section 4.4(c) as a result of the Platform Condition not being satisfied or waived, Two Million Five Hundred Thousand Dollars ($2,500,000) of the Deposit together with all investment income thereon shall be delivered to Sellers promptly following such termination, and the remainder of the Deposit together with all investment income thereon shall be returned to Purchaser at such time; or (d) if this Agreement is terminated pursuant to ARTICLE IV for any reason other than by Sellers pursuant to Section 4.4(d)4.4(f) or by Purchaser pursuant to Section 4.4(c) as a result of the Platform Condition not being satisfied or waived, then Purchaser, upon notice the full Deposit together with all investment income thereon shall be returned to Sellers, shall submit written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to PurchaserPurchaser promptly following such termination. Notwithstanding anything to the contrary in the foregoing, Sellers will have no rights under the Escrow Agreement until the Bankruptcy Court issues the Bidding Procedures Order or another Order confirming that the Escrow Agreement will not be rejected by the Bankruptcy Court and may be performed by Sellers in accordance with its terms. The Deposit Amount shall only constitute property of Sellers’ bankruptcy estates in the event that the Deposit Amount is required to be released to the Company by the Escrow Agent in accordance with the terms of this Agreement.3.5

Purchase Price; Deposit. Promptly, but in any event within three Within 5 days from after the Effective Dateexecution and delivery of this Agreement, the Parties shall enter into the Escrow Agreement and Purchaser Buyer shall deposit a portion of the Purchase Price in the amount of $11,550,000 (together with any additional amount paid pursuant to Section 2.7(iv) below, if any, the “Deposit”) in immediately available funds in United States dollars in escrow with the Escrow Agent the sum St Louis, Missouri branch of $6,600,000.00 US Bank, N.A. (the “Deposit AmountEscrow Agent”), which will be either delivered to Purchaser or paid to the Company as follows (in addition to any other remaining Escrow Funds): (a) if the Closing occurs, the Deposit Amount and all other Escrow Funds shall be applied towards the Cash Amount payable by Purchaser pursuant to Section 3.3, (b) if this Agreement is terminated by Sellers pursuant to Section 4.4(d), then Sellers and Purchaser shall promptly submit joint written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to the Company (and such Escrow Funds will be deemed fully earned by Sellers as compensation and consideration for entering into this Agreement), or (c) if this Agreement is terminated for any reason other than by Sellers pursuant to Section 4.4(d), then Purchaser, upon notice to Sellers, shall submit written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to Purchaser. Notwithstanding anything to the contrary in the foregoing, Sellers will have no rights under the Escrow Agreement until the Bankruptcy Court issues the Bidding Procedures Order or another Order confirming that the Escrow Agreement will not be rejected by the Bankruptcy Court and may be performed by Sellers in accordance with its terms. The Deposit Amount shall only constitute property of Sellers’ bankruptcy estates in the event that the Deposit Amount is required to be released to the Company held by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement (the Deposit, together with any interest earned thereon, is referred to herein as the “Escrow Fund”). By the close of business on May 15, 2006, (i) the Cox Assets shall have been acquired by the Buyer, (ii) the Cox Assets shall have been acquired by an entity under common control with the Buyer (or a permitted assignee of the Buyer) and the equity financing for the acquisition of the Cox Assets shall have been contributed by a parent company of such Person, (iii) either (A) the Seller shall have failed to furnish to the Buyer the Audited Financial Statements in the form required by Section 5.22(a) on or before April 3, 2006 (or such other date as the parties shall reasonably agree that does not impact the Buyer's financing of the acquisition of the Cox Assets or the financing contemplated by the Financing Commitments) or (B) the Seller shall have failed to comply, in all material respects, with Section 5.24(b) or (iv) the Buyer shall have deposited an additional $11,550,000 in the Escrow Fund (each a “Liquidity Transaction”). At the Closing, the Escrow Agent shall disburse the amounts held in the Escrow Fund to the Seller. In the event that this AgreementAgreement is terminated prior to the Closing, the Escrow Agent shall disburse the Escrow Fund in accordance with Section 8.3.

Purchase Price; Deposit. Promptly3.1 The total purchase price ("Purchase Price") for the Property shall be Eleven Million Six Hundred Fifty Thousand Dollars ($11,650,000.00), which shall be paid by Purchaser, as follows: 3.1.1 On the date hereof, Purchaser shall deliver to Escrow Agent a deposit in the sum of One Million Dollars ($1,000,000.00) in cash (such sum, together with all interest that accrues thereon, the "Deposit"). Escrow Agent shall, promptly after receipt of the Deposit, release the entire Deposit to Seller, such amount being non-refundable, but in any event within three days from applicable to the Purchase Price; provided, however, that if Purchaser shall not have had an opportunity to review a Phase I environmental assessment prior to the Effective Date, Escrow shall not release the Parties Deposit to Seller until the earlier of the date Purchaser approves a Phase I or the date that is fifteen (15) days after the Effective Date. Purchaser may only disapprove the Phase I environmental report if the report discloses that there has been a release in, on or under the Property of any Hazardous Substances as defined in Section 8.1.1.12, which the Purchaser reasonably believes was in violation of applicable laws. 3.1.2 Until such time as the Deposit is released to Seller as provided above, Escrow Agent shall enter into invest the Escrow Agreement Deposit in federally insured interest-bearing bank accounts and all interest and income thereon shall become part of the Deposit and shall be remitted to Seller as provided above. 3.1.3 If the sale of the Property is not closed by the date fixed therefor (or any extension date provided for by the mutual written consent of the parties hereto) owing to failure of performance by Seller or failure of satisfaction of a condition precedent to Purchaser's obligations, Purchaser shall deposit with the Escrow Agent the sum of $6,600,000.00 (the “Deposit Amount”), which will be either delivered to Purchaser or paid entitled to the Company as follows remedies set forth in ARTICLE 12 hereof. If the sale of the Property is not closed by the date fixed therefor (in addition or any such extension date) owing to any other remaining Escrow Funds): (a) if the Closing occursfailure of performance by Purchaser, the Deposit Amount and all other Escrow Funds shall be applied towards the Cash Amount payable forfeited by Purchaser and the sum thereof shall go to Seller forthwith as liquidated damages for the lost opportunity costs and transaction expenses incurred by Seller, as more fully set forth in ARTICLE 12 below. 3.2. On the Closing Date Purchaser shall pay Seller the amount of Eleven Million Six Hundred Fifty Thousand Dollars ($11,650,000.00), subject to credit and adjustment as provided herein, in cash or by wire-transfer of current funds pursuant to Section 3.3, (b) if this Agreement is terminated wire instructions provided by Sellers pursuant to Section 4.4(d), then Sellers and Purchaser shall promptly submit joint written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to the Company (and such Escrow Funds will be deemed fully earned by Sellers as compensation and consideration for entering into this Agreement), or (c) if this Agreement is terminated for any reason other than by Sellers pursuant to Section 4.4(d), then Purchaser, upon notice to Sellers, shall submit written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to PurchaserSeller. Notwithstanding anything to the contrary in the foregoing, Sellers will have no rights under the Escrow Agreement until the Bankruptcy Court issues the Bidding Procedures Order or another Order confirming that the Escrow Agreement will not be rejected by the Bankruptcy Court and may be performed by Sellers in accordance with its terms. The Deposit Amount shall only constitute property of Sellers’ bankruptcy estates in the event that the Deposit Amount is required to be released to the Company by the Escrow Agent in accordance with the terms of this Agreement.ARTICLE 4

Purchase Price; Deposit. PromptlyThe total unadjusted purchase price for 100% of the outstanding Securities shall be Thirty-six Million Dollars ($36,000,000) (the "Base Price"), but as adjusted in any event within three days from accordance with the Effective Dateprovisions of Section 2.04 hereof (as adjusted, the Parties "Total Purchase Price"). As used in this Agreement the term "Purchase Price" shall enter into mean the product of Total Purchase Price and the Purchased Percentage. Simultaneously with the execution of this Agreement, Purchaser is depositing as a good faith deposit One Million Dollars ($1,000,000) (the "Deposit") with CoreStates Bank, N.A. (the "Deposit Escrow Agent"), to be held, invested and disbursed pursuant to the terms of the Deposit Escrow Agreement and Purchaser shall deposit with in the Escrow Agent the sum form of $6,600,000.00 EXHIBIT E attached hereto (the “"Deposit Amount”Escrow Agreement"), which will be either delivered to Purchaser or paid to the Company as follows (in addition to any other remaining Escrow Funds): (a) if . If the Closing occurs, then the Deposit Amount and all other Escrow Funds earnings on the Deposit shall be applied towards paid to Sellers at Closing pursuant to the Cash Amount payable Deposit Escrow Agreement, and the full amount shall be paid as a portion of the Purchase Price to be paid at Closing by Purchaser pursuant to Section 3.3, (b) if for the Securities. If Sellers terminate this Agreement is terminated by Sellers pursuant to Section 4.4(d), then Sellers and Purchaser shall promptly submit joint written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to the Company (and such Escrow Funds will be deemed fully earned by Sellers as compensation and consideration for entering into this Agreement), or (c) if this Agreement is terminated for any reason other than by Sellers pursuant to Section 4.4(d), then Purchaser, upon notice to Sellers, shall submit written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to Purchaser. Notwithstanding anything to the contrary in the foregoing, Sellers will have no rights under the Escrow Agreement until the Bankruptcy Court issues the Bidding Procedures Order or another Order confirming that the Escrow Agreement will not be rejected by the Bankruptcy Court and may be performed by Sellers in accordance with its terms. The Deposit Amount shall only constitute property of Sellers’ bankruptcy estates in the event that the Deposit Amount is required to be released to the Company by the Escrow Agent in accordance with the terms provisions of Section 12.02(d), at the time of such termination neither Sellers nor the Company are in material breach (following the expiration of any applicable cure period) of any of representations, warranties, covenants or agreements set forth in this Agreement and the conditions set forth in Sections 7.04 and 7.06 would have been satisfied had Closing occurred on the date Sellers terminate this Agreement., then Sellers shall be entitled to and shall be paid the Deposit as liquidated damages (the "Liquidated Damages Amount"), which Liquidated Damages Amount the parties agree is a fair and reasonable measure of the damages that Sellers would sustain as a result of such termination. Notwithstanding anything else set forth in this

Purchase Price; Deposit. Promptly, but in any event within three days from the Effective Date, the Parties shall enter into the Escrow Agreement and Purchaser shall deposit with the Escrow Agent the a sum of $6,600,000.00 21,800,000 (the “Deposit Amount”)) into the Trust Account no later than the first Business Day after the Effective Date, which will be held in the Trust Account and will be either delivered to Purchaser or paid to the Company as follows (in addition to any other remaining Escrow Funds): follows: (a) if the Closing occurs, the Deposit Amount and all other Escrow Funds shall will be applied towards the Estimated Cash Amount payable by Purchaser pursuant to Section 3.3, ; (b) if this Agreement is validly terminated by Sellers the Company pursuant to Section 4.4(d), then Sellers and Purchaser shall promptly submit joint written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds will promptly be released to the Company (and such Escrow Funds Deposit Amount will be deemed fully earned by Sellers the Company as compensation and consideration for entering into this Agreement), provided however, that if Purchaser has provided valid written notice of the termination of this Agreement in accordance with and pursuant to Section 4.4(a), (c), (g), (h), (i) or (j), and but for the termination by the Company of this Agreement under Section 4.4(d), this Agreement could have been validly terminated as of the date of such written notice in accordance with Section 4.4(a), (c), (g), (h), (i) or (j), then the Deposit Amount shall be promptly released to the Purchaser; or (c) if this Agreement is validly terminated for any reason other than by Sellers the Company pursuant to Section 4.4(d), then Purchaser, upon notice to Sellers, shall submit written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds will promptly be released to Purchaser. Notwithstanding anything , provided however, that if Sellers have provided to Purchaser valid written notice of the contrary in the foregoing, Sellers will have no rights under the Escrow termination of this Agreement until the Bankruptcy Court issues the Bidding Procedures Order or another Order confirming that the Escrow Agreement will not be rejected by the Bankruptcy Court and may be performed by Sellers in accordance with its terms. The and pursuant to Section 4.4(d), and but for the termination by Purchaser of this Agreement under another provision of Section 4, this Agreement could have been validly terminated as of the date of such written notice in accordance with Section 4.4(d), then the Deposit Amount shall only constitute property of Sellers’ bankruptcy estates in the event that the Deposit Amount is required to be promptly released to the Company by the Escrow Agent in accordance with the terms of this AgreementCompany.

Purchase Price; Deposit. PromptlyThe aggregate purchase price payable by Purchaser to Seller in consideration for the Property shall be the sum of One Hundred Twenty Million and No/100 Dollars ($120,000,000.00), subject to adjustment as provided in Section 1.6 (as so adjusted, the “Purchase Price”). The Purchase Price shall be allocated among (a) the Land and its appurtenances (including, without limitation, the Licenses, Assumed Contracts, Real Property Leases and Assumed Condemnations, but in excluding the Timber), (b) the Timber (including both Pre-Merchantable Timber and Merchantable Timber), and (c) the Personal Property and Personal Property Leases, as set forth on Schedule A (as such allocation may be adjusted after the Closing by mutual agreement of the Seller and Purchaser to reflect any event within three days from of the Effective Dateadjustments and substitutions made pursuant to Section 1.6). Simultaneously with the execution and delivery of this Agreement (or, if this Agreement is executed and delivered on a day other than a Business Day, on the Parties shall enter into first Business Day following the Escrow Agreement and date of this Agreement), Purchaser shall deposit with the Title Company pursuant to the escrow agreement in the form of Exhibit A attached hereto (the “Escrow Agent Agreement”), the sum of One Million and No/100 Dollars ($6,600,000.00 1,000,000.00) (together with any interest earned thereon, the “Deposit AmountInitial Deposit”). Within twelve (12) days following the date of this Agreement, which will Purchaser shall deposit with the Title Company pursuant to the Escrow Agreement, the sum of Five Million and No/100 Dollars ($5,000,000.00) (together with any interest earned thereon, the “Subsequent Deposit” and, together with the Initial Deposit, the “Deposit”). The Deposit shall either be either (i) delivered to Purchaser Seller at the Closing and applied as a credit towards the Purchase Price or paid to the Company as follows (in addition to any other remaining Escrow Funds): (aii) if the Closing occursdoes not occur, the Deposit Amount and all other Escrow Funds shall be applied towards the Cash Amount payable by Purchaser pursuant to Section 3.3, (b) if this Agreement is terminated by Sellers pursuant to Section 4.4(d), then Sellers and Purchaser shall promptly submit joint written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to the Company (and such Escrow Funds will be deemed fully earned by Sellers as compensation and consideration for entering into this Agreement), or (c) if this Agreement is terminated for any reason other than by Sellers pursuant to Section 4.4(d), then Purchaser, upon notice to Sellers, shall submit written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to Purchaser. Notwithstanding anything to the contrary in the foregoing, Sellers will have no rights under the Escrow Agreement until the Bankruptcy Court issues the Bidding Procedures Order or another Order confirming that the Escrow Agreement will not be rejected by the Bankruptcy Court and may be performed by Sellers disbursed in accordance with its terms. The Deposit Amount shall only constitute property of Sellers’ bankruptcy estates in the event that the Deposit Amount is required to be released to the Company by the Escrow Agent in accordance with the terms of this AgreementSection 11.2.