Common use of Escrow Deposit Clause in Contracts

Escrow Deposit. Within two (2) business days of the Effective Date, Buyer shall deliver $250,000 (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Escrow Deposit") to Chicago Title Insurance Company, 100 Xxxx Xxxxxx Xxxxxx, San Jose, California 95110 Attention: Lxxxx Xxxxxx (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Seller, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Holder"). In addition, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of $500,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall be in the form of Buyer's check which shall be held uncashed by the Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be made by a bank or cashier's check drawn on a major national money center banking institution (or by other delivery of good funds reasonably acceptable to Seller), and the amounts so deposited shall be held by Escrow Holder as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunder. At all times in which the Escrow Deposit is being held by the Escrow Holder, the Escrow Deposit shall be invested by Escrow Holder in the following investments (_xe "\"Approved Investments\":"_"Approved Investments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Holder only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.

Escrow Deposit. Within two ten (210) business calendar days of after the Effective DateDate (as defined in Section 4.1.1 below), Buyer shall deliver the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($250,000 (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Escrow Deposit"500,000.00) to Chicago First American Title Insurance Company, 100 Xxxx Xxxxxx Company at its offices at 800 Xxxxxxx Xxxxxx, San JoseXxx Xxxx Xxxxxx, California 95110 Xxxxxxxxxx 00000- Attention: Lxxxx Xxxxxx Lxxx Xxxxxxxx; Telephone No. (000) 000-0000, which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Sellercompany, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Holder"“Escrow Agent” (this amount, together with all interest earned thereon, are collectively herein called the “Initial Escrow Deposit”). In addition, if If Buyer shall deliver the "Approval Notice" does not terminate this Agreement prior to the expiration of the "Due Diligence Period (as hereinafter defined), then on or prior to the last day of the Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of deposit an additional Five Hundred Thousand Dollars ($500,000 500,000.00) (the "“Additional Escrow Deposit"”) with Escrow Agent; the Initial Escrow Deposit and, if made, the Additional Escrow Deposit (as hereinafter defined), together with all interest earned thereon, are referred to collectively in this Agreement as the “Escrow HolderDeposit”. The Additional Escrow Deposit shall be in the form delivered to Escrow Agent by wire transfer of Buyer's check which shall be held uncashed immediately available federal funds or by the Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be made by a bank or cashier's ’s check drawn on a major national money center banking institution (or by other delivery of good funds bank reasonably acceptable satisfactory to Seller), and the amounts so deposited . The Escrow Deposit shall be held by Escrow Holder Agent as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunder. At all times in which that the Escrow Deposit is being held by the Escrow HolderAgent, the Escrow Deposit shall be invested by Escrow Holder Agent in the following investments (_xe "\"Approved Investments\":"_"Approved “Approved Investments"”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to SellerSeller and Buyer, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Holder Agent only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.

Escrow Deposit. Within two (2) business days Upon the effectiveness of the Effective DateAssignment, Buyer (i) the Company and each New Commitment Party shall deliver $250,000 automatically be deemed to have released their respective signature pages to the Joinder Agreement (together with all interest thereonas defined in the Escrow Agreement) attached hereto as Schedule 7, (ii) the _xe "\"Escrow Deposit\":"_"Initial Company and Barclays shall automatically be deemed to have released their respective signature pages to the Joint Escrow Deposit") to Chicago Title Insurance Company, 100 Xxxx Xxxxxx Xxxxxx, San Jose, California 95110 Attention: Lxxxx Xxxxxx (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective DateDistribution Notices attached hereto as Schedule 8A, and reasonably approved by Seller(iii) the Company and each AHG Commitment Party shall automatically be deemed to have released their respective signature pages to the Joint Escrow Distribution Notice attached hereto as Schedule 8B, in its capacity each case, with such changes as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Holder"). In addition, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of $500,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall may reasonably be in the form of Buyer's check which shall be held uncashed required by the Escrow Holder until Agent (and consented to by Barclays and the Majority Ad Hoc Group Parties, as applicable, such time consent not to be unreasonably withheld, conditioned or delayed) to give effect to the intended distributions as described therein. For the Closing occurs oravoidance of doubt, the intended purpose of the Joinder Agreement is to join the New Commitment Parties to the Escrow Agreement and the intended purpose of the Joint Escrow Distribution Notices is to instruct the escrow agent identified therein to (a) deposit funds from the New Commitment Party Escrow Account of each respective New Commitment Party into Escrow Accounts established for each such New Commitment Party in the amounts set forth in Schedule 3 attached hereto and (b) distribute the balance of the funds in each of the New Commitment Party Escrow Accounts to the New Commitment Party (or Affiliate thereof) in whose name such New Commitment Party Escrow Account was established. In the event the Escrow Agent does not accept one or more of the Joinder Agreements or the Joint Escrow Distribution Notices delivered to it pursuant to the immediately preceding sentence, or does not promptly effectuate all the distributions and other transactions contemplated thereby, the Company and the New Commitment Parties shall cooperate in good faith and use commercially reasonable efforts to cause the Escrow Agent to accept such Joinder Agreement(s) or Joint Escrow Distribution Notice(s), as applicable, and effectuate all the distributions and other transactions contemplated thereby as promptly as practicable. Such deposits shall be deemed deposits made under the Investment Agreement and subject to the terms hereofof the Investment Agreement and the Escrow Agreement; provided, Seller notifies Escrow Holder and Buyer however, that Seller believes notwithstanding anything in the Investment Agreement to the contrary, no Debt Commitment Party or Equity Commitment Party Transferring the Investment Interests to the New Commitment Parties pursuant to this Assignment shall be eligible to withdraw any amounts currently deposited in its good faith discretion that it is entitled to Escrow Account as a result of the Transfer of the Investment Interests or the corresponding deposits made by the New Commitment Parties in accordance with this Section 2(e). For the avoidance of doubt, (i) if the Closing occurs, each New Commitment Party shall receive a Deposit Credit Amount at the Closing for amounts deposited (and interest earned thereon) under this Section 2(e) and (ii) any distribution of amounts deposited in an Escrow Account or termination of the Escrow Deposit. The Initial Escrow Deposit to be made hereunder Agreement shall be made by a bank or cashier's check drawn on a major national money center banking institution (or by other delivery of good funds reasonably acceptable to Seller), and the amounts so deposited shall be held by Escrow Holder as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunder. At all times in which the Escrow Deposit is being held by the Escrow Holder, the Escrow Deposit shall be invested by Escrow Holder set forth in the following investments (_xe "\"Approved Investments\":"_"Approved Investments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller, or (iii) such other manner as may be reasonably agreed to by Seller Investment Agreement and Buyer. The Escrow Deposit shall be disposed of by Escrow Holder only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.

Escrow Deposit. Within two (2) business days of On or before the Effective Datedate that is one Business Day after the date on which this Agreement is executed and delivered by both Seller and Buyer, Buyer shall deliver $250,000 (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Escrow Deposit") Deposit to Chicago First American Title Insurance Company, 100 Xxxx Xxxxxx at its offices at 0000 X Xxxxxx, San JoseXX, California 95110 Xxxxx 000X, Xxxxxxxxxx, X.X. 00000, Attention: Lxxxx Xxxxxx Fuchtenberg (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Sellercompany, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow “Escrow Holder"”). In addition, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of $500,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall be in the form of Buyer's check which shall be held uncashed by the delivered to Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be made by a wire transfer of immediately available federal funds or by bank or cashier's ’s check drawn on a major national money center banking institution (or by other delivery of good funds bank reasonably acceptable satisfactory to Seller), and the amounts so deposited . The Escrow Deposit shall be held by Escrow Holder as a deposit against the Purchase Price Price, and shall be invested by Escrow Holder, in accordance with the terms and provisions of this Agreement. The parties , and a separate escrow agreement in the form of Exhibit “D” attached hereto hereby acknowledge that and dated the closing of the transactions hereunder date hereof by and among Buyer, Seller and Escrow Agent (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow “Interim Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunderAgreement”). At all times in which that the Escrow Deposit is being held by the Escrow Holder, the Escrow Deposit shall be invested by Escrow Holder in the following investments (_xe "\"Approved Investments\":"_"Approved “Approved Investments"”): (i) United States Treasury obligations, (ii) United States Treasury-Treasury backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to SellerSeller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)” or (iiiiv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Holder only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received All accrued interest on the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return shall become part of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.

Escrow Deposit. Within two (2) business days of following the Effective Date, Buyer shall deliver a $250,000 1,000,000.00 irrevocable letter of credit (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Escrow DepositDeposit L/C") in form reasonably acceptable to Chicago Seller drawn on a major bank reasonably acceptable to Seller to Fidelity National Title Insurance Company, 100 Xxxx Xxxxxx Xxxxxx200 Xxxxxxxx Xxxxxxx, San JoseXxxxx 0000, California 95110 Xxxxxxx, Xxxxxxx 00000, Attention: Lxxxx Xxxxxx Sxxxx X. Xxxxx (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Sellercompany, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Escrow Holder"). In additionBuyer shall at all times keep the Deposit L/C in full force and effect. If Buyer shall fail to renew or extend the Deposit L/C within thirty (30) days of its expiration date (as such expiration date may be extended from time to time), which failure shall not be cured within three (3) business days following delivery of notice from Escrow Holder to Buyer (and in all events not later than five (5) business days prior to its expiration date), Escrow Holder is irrevocably instructed (without further authorization and notwithstanding any objections of Buyer) to draw down such Deposit L/C and to retain the proceeds thereof in escrow hereunder. The Deposit L/C (and the proceeds thereof, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defineddrawn hereunder) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of $500,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall be in the form of Buyer's check which shall be held uncashed by the Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be made by a bank or cashier's check drawn on a major national money center banking institution (or by other delivery of good funds reasonably acceptable to Seller), and the amounts so deposited shall be held by Escrow Holder as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunder. At all times in which the Escrow Holder is holding the proceeds of the Deposit is being held by the Escrow HolderL/C, the Escrow Deposit such proceeds shall be invested by Escrow Holder in the following investments (_xe "\"Approved Investments\":"_"Approved Approved Investments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit L/C, and any proceeds thereof (including any interest thereon), shall be disposed of by Escrow Holder only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.

Escrow Deposit. Within two (2) business days of the Effective DateConcurrently herewith, Buyer shall deliver $250,000 100,000 (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Initial Escrow Deposit") to Chicago Title Insurance Company, 100 Xxxx Xxxxxx at its offices at 1000 Xxxxxxxx Xxxxxx, San JoseSuite 1200, California 95110 Denver, Colorado 80202 , Attention: Lxxxx Xxxxxx Mej Exxxxxxxx (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Sellercompany, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Escrow Holder"). In addition, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount an additional deposit of $500,000 150,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall be in the form of Buyer's check which shall be held uncashed by the Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit Each deposit to be made hereunder shall be made by a bank or cashier's check drawn on a major national money center banking institution (Buyer delivering the applicable amount to Escrow Holder by wire transfer of immediately available federal funds or by other delivery of check evidencing good funds reasonably acceptable to Seller), and the amounts so deposited shall be held by Escrow Holder as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means shall mean the Initial Escrow Deposit and, from and after the delivery of good fundsdeposit thereof, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held by Escrow Holder hereunder. The amounts deposited hereunder shall be held by Escrow Holder as a deposit against the Purchase Price in escrow hereunderaccordance with the terms and provisions of this Agreement. At all times in which that the Escrow Deposit is being held by the Escrow Holder, the Escrow Deposit shall be invested by Escrow Holder in the following investments (_xe "\"Approved Investments\":"_"Approved Approved Investments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Holder only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.