Common use of Escrow Deposit Clause in Contracts

Escrow Deposit. Within three (3) business days after Purchaser’s receipt of a fully executed copy of this Agreement, Purchaser shall deliver an escrow deposit in the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (together with any interest thereon, the “Escrow Deposit”) to be held in escrow by the Title Company as Escrow Agent. If Purchaser does not deliver to Seller a written notice of termination of this Agreement prior to the expiration of the Feasibility Period (as defined below), then the Escrow Deposit shall be non-refundable to Purchaser (except as otherwise expressly set forth in this Agreement). Escrow Agent shall place the Escrow Deposit in an interest-bearing account at a financial institution whose accounts are insured by an agency of the federal government. If Purchaser defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Seller is not in default), Seller shall be entitled to receive the Escrow Deposit as liquidated damages as provided in this Agreement and as Seller’s sole and exclusive remedy. If Seller defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Purchaser is not in default), Purchaser shall be entitled to its election of remedies as provided in Section 12(b) hereafter. In the event of any dispute between Seller and Purchaser concerning disbursement of the Escrow Deposit, the Title Company shall be authorized to file an interpleader suit in the District Court of the county in which the applicable Parcel is located, and the disposition of such funds shall be determined in accordance with such proceeding, and the Title Company shall be released of all further liability with respect to such Escrow Deposit; provided, however, in the event Purchaser terminates this Agreement prior to the expiration date of the Feasibility Period and pursuant to Section 5(b) hereof, then, in such event, the Escrow Agent shall be irrevocably required to release the Escrow Deposit to Purchaser in full termination of this Agreement.

Escrow Deposit. Within three (3) business days after Purchaser’s receipt of a fully executed copy Simultaneously with the execution and delivery of this Agreement, Purchaser shall deliver Buyer (or an escrow affiliate of Buyer) will deposit in the amount of One Hundred Fifty Seventy-Five Thousand and No/100 Dollars ($150,000.0075,000) (together with any interest thereon, the “Escrow Deposit”) to be held in escrow by the Title Company as Escrow Agentescrow. If Purchaser does not deliver to Seller a written notice of termination of this Agreement prior to the expiration of the Feasibility Period (as defined below), then the The Escrow Deposit shall be non-refundable held and disbursed by Pxxxxxx Communications, L.L.C. as the escrow agent (the “Escrow Agent”) pursuant to Purchaser the terms of a mutually agreeable escrow agreement (except as otherwise expressly set forth in this the “Escrow Agreement). Escrow Agent shall place the Escrow Deposit in an interest-bearing account at a financial institution whose accounts are insured by an agency of the federal government. If Purchaser defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Seller is not in default”), Seller shall be entitled to receive the Escrow Deposit as liquidated damages as provided in this Agreement and as Seller’s sole and exclusive remedy. If Seller defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Purchaser is not in default), Purchaser shall be entitled to its election of remedies as provided in Section 12(b) hereafter. In the event of any dispute between Seller and Purchaser concerning disbursement of the Escrow Deposit, the Title Company shall be authorized to file an interpleader suit substantially in the District Court form of the county in which the applicable Parcel is located, and the disposition of such funds shall be determined in accordance with such proceeding, and the Title Company shall be released of all further liability with respect to such Escrow Deposit; provided, however, in the event Purchaser terminates this Agreement prior to the expiration date of the Feasibility Period and pursuant to Section 5(b) hereof, then, in such event, Exhibit A attached hereto. Any fees charged by the Escrow Agent shall be irrevocably required paid by Seller. The Escrow Deposit shall be the sole and exclusive recourse of Seller for any breach of this Agreement by Buyer. Prior to release Closing, Seller may direct the Escrow Agent by written instruction (with a copy to be sent to Buyer pursuant to the provisions of Section 12.8 herein) to disburse up to Forty Thousand Dollars ($40,000) of the Escrow Deposit to Purchaser in full termination Seller (such amount actually disbursed to Seller, the “Initial Disbursement”). The Initial Disbursement may be used by Seller for the sole purpose of purchasing and installing the new transmitter for the Station facilities to be implemented pursuant to the Displacement CP. At Closing (i) the Initial Disbursement shall be a credit against the Purchase Price and (ii) the balance of the Escrow Deposit and any interest accrued thereon shall be disbursed by the Escrow Agent to Seller as a credit against the Purchase Price. If this AgreementAgreement is terminated by Seller pursuant to Section 11.1(b), the Escrow Deposit and any interest accrued thereon shall be disbursed by the Escrow Agent to Seller. If this Agreement is otherwise terminated pursuant to its terms, the Escrow Deposit and any interest accrued thereon shall be promptly disbursed by the Escrow Agent to Buyer and Seller shall not, by any act or omission, delay or prevent any such payment.

Escrow Deposit. Within three (3) business days after Purchaser’s receipt of a fully executed copy Immediately following the execution and delivery of this Agreement, Purchaser Acquiror shall deliver an escrow deposit the Escrowed Shares to the Escrow Agent. The Escrowed Shares will be registered book-entry shares through the Depository Trust Company (DTC) and shall be uncertificated, registered in the amount nominee name of One Hundred Fifty Thousand and No/100 Dollars the Escrow Agent as escrow agent hereunder until such Escrowed Shares are released from the escrow fund ($150,000.00) (together with any interest thereon, the “Escrow DepositFund”) (which, for the avoidance of doubt, shall include the Escrowed Shares and the Escrowed Cash, if any) and transferred or delivered to Stockholders or Acquiror, as the case may be in accordance with the terms and conditions of this Agreement. From and after November 12, 2012 (the “Stockholders Release Date”) the Stockholders from time to time may deliver cash to the Escrow Agent to be added to the Escrow Fund in connection with a sale of Escrowed Shares contemplated by Section 3(g), in which case such cash shall be treated as Escrowed Cash, invested and reinvested in accordance with Section 3 and held in escrow by the Title Company as Escrow Agent in accordance with the terms and conditions of this Agreement. In connection with the Stockholders’ initial delivery of cash to the Escrow Agent. If Purchaser does not deliver to Seller a written notice of termination of this Agreement prior to , the expiration of Stockholders shall provide the Feasibility Period Escrow Agent with one Business Day’s (as defined below), then ) advance written notice; no notice is required for subsequent cash deliveries. During the period that any of the Escrowed Shares are held by the Escrow Deposit shall be non-refundable Agent pursuant to Purchaser (except as otherwise expressly set forth in this Agreement). Escrow Agent shall place the Escrow Deposit in an interest-bearing account at a financial institution whose accounts are insured by an agency of the federal government. If Purchaser defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Seller is not in default), Seller shall be entitled to receive the Escrow Deposit as liquidated damages as provided in this Agreement and as Seller’s sole and exclusive remedy. If Seller defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Purchaser is not in default), Purchaser shall be entitled to its election of remedies as provided in Section 12(b) hereafter. In the event of any dispute between Seller and Purchaser concerning disbursement of the Escrow Deposit, the Title Company shall be authorized to file an interpleader suit in the District Court of the county in which the applicable Parcel is located, and the disposition of such funds shall be determined in accordance with such proceeding, and the Title Company shall be released of all further liability with respect to such Escrow Deposit; provided, however, in the event Purchaser terminates this Agreement prior to the expiration date of the Feasibility Period and pursuant to Section 5(b) hereof, then, in such event, the Escrow Agent shall send out any proxy notices that it receives to the General Counsel of Lazard Real Estate Partners LLC at 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 and shall vote each Escrowed Share at each meeting of the stockholders of Acquiror, or with respect to each written consent solicited, solely in accordance with the written instructions of Stockholders. During the period that any of the Escrowed Shares are held by the Escrow Agent pursuant to this Agreement, the Escrow Agent shall pay all dividends and distributions made by Acquiror and delivered to the Escrow Agent promptly and directly to the Stockholders pursuant to written instructions from the Stockholders that shall include any applicable pro rata payment percentages for each Stockholder. Similarly, during the period, if any, that the Escrow Agent is holding any Escrow Cash, the Escrow Agent will pay all interest earned on such cash promptly and directly to Stockholders pursuant to written instructions from the Stockholders that shall include any applicable pro rata payment percentages for each Stockholder. Any Escrowed Shares or other equity securities (including securities convertible into shares of Acquiror Stock or other equity securities), if any, issued or distributed by Acquiror or any other entity in respect of the Escrowed Shares following the date hereof, whether pursuant to a spin-off, split-up, stock split, reverse split, stock dividend, reorganization, recapitalization, reclassification, increase or decrease of capital, conversion, consolidation, merger, exchange or other business combination or similar transaction (any such additional securities, “New Shares”), shall be irrevocably added to and become part of the Escrowed Shares, to be held by the Escrow Agent as provided herein. To the extent that the New Shares consist of any securities other than shares of Acquiror Stock, Acquiror and the Stockholders shall cooperate and work together in good faith to determine what change, if any, may be required to release amend the Escrow Deposit terms of this Agreement to Purchaser give effect to the inclusion of such New Shares in full termination of the escrow created by this Agreement.

Escrow Deposit. Within three five (35) business days after Purchaser’s receipt Business Days prior to the Closing Date the number of a fully executed copy newly issued shares of this Agreement, Purchaser shall deliver an escrow deposit in ARC Common Stock equal one hundred twenty five percent (125%) of the amount which is ten percent (10%) of One Hundred Fifty Thousand and No/100 Dollars the Purchase Price ($150,000.00) (together with any interest thereon, the “Escrow DepositShares”), valued by reference to the average VWAP for the twenty (20) Trading Day period prior to such issuance date, shall be deposited with the Escrow Agent pursuant to Section 2.4(c) of the Purchase Agreement. All Escrow Shares shall be certificated in the name of “Wuersch & Gxxxxx LLP as Escrow Agent.” The Escrow Shares shall be replaced by Purchaser with cash equal to ten percent (10%) of the Purchase Price prior to the final disbursement in accordance with Section 9.5 of the Purchase Agreement (the “Escrow Cash” and referred herein together with the Escrow Shares as the “Escrow Corpus”). The Escrow Corpus will be available (a) for the payment of any Post-Closing Decrease Amount owed by Seller to Purchaser pursuant to and in accordance with Section 2.5(c) of the Purchase Agreement and (b) to satisfy any Damages owed to Purchaser incurred or sustained by, or imposed upon, the Indemnitees that are recoverable by the Purchaser against Sellers pursuant to and in accordance with the provisions of Article IX of the Purchase Agreement. The Escrow Agent hereby acknowledges and agrees to hold the Escrow Corpus in a separate and distinct account, in the name of “ARC-ATC Escrow Account”, as Escrow Agent for Sellers and Purchaser (the “Escrow Account”), subject to the terms and conditions of this Escrow Agreement. The Escrow Corpus shall be held as a segregated trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall not distribute or release the Escrow Corpus except in accordance with the express terms and conditions of this Escrow Agreement. The Escrow Corpus will not be held in escrow an attorney trust account and nothing herein shall be construed to establish an attorney client relationship by and between the Escrow Agent and any other party hereto. The Sellers and the Purchaser expressly acknowledge that Escrow Agent serves as counsel to the Purchaser and such capacity shall not be deemed to constitute a conflict with any services to be rendered by the Title Company as Escrow Agent hereunder. During any and all periods in which Escrow Shares are held by the Escrow Agent. If Purchaser does not deliver , (i) the sole right to Seller a written notice of termination of this Agreement prior to the expiration of the Feasibility Period (as defined below), then vote such shares shall be held by the Escrow Deposit shall Agent and may be non-refundable to Purchaser (except as otherwise expressly set forth in this Agreement). Escrow Agent shall place exercised at the Escrow Deposit in an interest-bearing account at a financial institution whose accounts are insured by an agency of the federal government. If Purchaser defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Seller is not in default), Seller shall be entitled to receive the Escrow Deposit as liquidated damages as provided in this Agreement and as Seller’s sole and exclusive remedy. If Seller defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Purchaser is not in default), Purchaser shall be entitled to its election of remedies as provided in Section 12(b) hereafter. In the event of any dispute between Seller and Purchaser concerning disbursement discretion of the Escrow Deposit, Agent; and (ii) any and all dividends (other than stock dividends) issued by the Title Company Purchaser in respect of the same class of capital stock as the Escrow Shares shall be authorized to file an interpleader suit in the District Court of the county in which the applicable Parcel is located, tendered and the disposition of such funds shall be determined in accordance with such proceeding, and the Title Company shall be released of all further liability with respect to such Escrow Deposit; provided, however, in the event Purchaser terminates this Agreement prior to the expiration date of the Feasibility Period and pursuant to Section 5(b) hereof, then, in such event, returned by the Escrow Agent shall be irrevocably required to release the Escrow Deposit to Purchaser in full termination of this AgreementCompany.

Escrow Deposit. Within three Pursuant to Section 2.3(a), at the Closing the Buyer shall deposit the Indemnity Escrow Amount in immediately available funds in escrow with Citibank, N.A. (3) business days after Purchaser’s receipt of a fully executed copy of this Agreement, Purchaser shall deliver an escrow deposit in the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (together with any interest thereon, the “Escrow DepositAgent”), which shall be held, safeguarded and released pursuant the escrow agreement between the Sellers’ Representative, Buyer and the Escrow Agent in the form attached hereto as Exhibit G (the “Escrow Agreement”), which the parties hereto will cause the Escrow Agent to duly execute at or prior to the Closing. Pursuant to the terms of the Escrow Agreement, upon expiration of the Escrow Period, the Escrow Agent, in accordance with the Escrow Agreement, will pay to the Sellers’ Representative (for the benefit of the Sellers) by Wire Transfer to be held in escrow an account designated by the Title Company Sellers’ Representative (a) the balance of the Indemnity Escrow Amount, if any, that (i) has not been paid to compensate the Purchaser Indemnified Parties for Damages as provided in Article X or (ii) is not being retained to satisfy unresolved claims, if any, pursuant to Section 10.9, less (b) an amount equal to the lesser of (i) such balance and (ii) Two Million dollars ($2,000,000) (the “Special Indemnity Escrow AgentAmount”). If Purchaser does not deliver Upon the resolution of all such unresolved claims, the remaining Indemnity Escrow Amount (excluding the Special Indemnity Escrow Amount), if any, will be paid, and the Buyer shall cause the Escrow Agent to Seller a written notice pay such amount, to the Sellers’ Representative (for the benefit of termination the Sellers) by Wire Transfer to an account designated by the Sellers’ Representative. Pursuant to the terms of this Agreement prior to the Escrow Agreement, on the first anniversary of the expiration of the Feasibility Period (as defined below)Escrow Period, then the Escrow Deposit shall be non-refundable to Purchaser (except as otherwise expressly set forth Agent, in this Agreement). Escrow Agent shall place accordance with the Escrow Deposit in an interest-bearing account at a financial institution whose accounts are insured by an agency Agreement, will pay to the Sellers’ Representative (for the benefit of the federal government. If Sellers) by Wire Transfer to an account designated by the Sellers’ Representative the balance of the Special Indemnity Escrow Amount, if any, that (i) has not been paid to compensate the Purchaser defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Seller is not in default), Seller shall be entitled to receive the Escrow Deposit as liquidated damages Indemnified Parties for Damages as provided in this Agreement and as Seller’s sole and exclusive remedy. If Seller defaults under this Agreement, after giving effect to all applicable notice and cure periods Article X or (and Purchaser ii) is not in default)being retained to satisfy unresolved claims, Purchaser shall be entitled if any, pursuant to its election Section 10.9. Upon the resolution of remedies as provided in Section 12(b) hereafter. In the event of any dispute between Seller and Purchaser concerning disbursement of the Escrow Depositall such unresolved claims, the Title Company shall remaining Special Indemnity Escrow Amount, if any, will be authorized to file an interpleader suit in the District Court of the county in which the applicable Parcel is locatedpaid, and the disposition of such funds Buyer shall be determined in accordance with such proceeding, and the Title Company shall be released of all further liability with respect to such Escrow Deposit; provided, however, in the event Purchaser terminates this Agreement prior to the expiration date of the Feasibility Period and pursuant to Section 5(b) hereof, then, in such event, cause the Escrow Agent shall be irrevocably required to release pay such amount, to the Escrow Deposit Sellers’ Representative (for the benefit of the Sellers) by Wire Transfer to Purchaser in full termination of this Agreementan account designated by the Sellers’ Representative.

Escrow Deposit. Within three (3) business days after Purchaser’s receipt of a fully executed copy Simultaneously with the execution of this Agreement, Purchaser Buyer and Seller shall execute and deliver an escrow deposit Escrow Agreement in the amount form attached hereto as Exhibit A (the “Escrow Agreement”). In accordance with the Escrow Agreement, Buyer shall, simultaneously with the execution of the Escrow Agreement, deliver One Hundred Fifty Thousand and No/100 Million Dollars ($150,000.001,000,000) (together with any interest thereon, the “Escrow Deposit”) to be held in escrow by the Commonwealth Land Title Company as (the “Escrow Agent”), which amount shall be retained by Escrow Agent pursuant to the terms and conditions of the Escrow Agreement until the Closing, and the parties shall use commercially reasonable efforts to cause the escrow account to be opened so that the funds delivered can be invested within three (3) business days of the execution of this Agreement. The Escrow Deposit shall be disbursed to Seller at Closing by wire transfer of immediately available funds. If Purchaser does not deliver this Agreement is terminated prior to Closing for any reason other than due to a breach or default by Buyer in accordance with the provisions of Section 8.1(a)(i), Escrow Agent shall refund to Buyer the Escrow Deposit and all accrued interest thereon in accordance with the provisions of the Escrow Agreement. If this Agreement is terminated prior to Closing in accordance with the provisions of Section 8.1(a)(i) due to breach or default on the part of Buyer, Escrow Agent shall pay to Seller a written notice the Escrow Deposit and shall pay to Buyer all interest accrued thereon in accordance with the provisions of termination of this Agreement the Escrow Agreement. Interest on the Escrow Deposit prior to Closing shall accrue for the expiration benefit of Buyer, and upon Closing shall be paid to Buyer, provided, that, if Buyer wrongfully withholds the Escrow Deposit from Seller, then at the point the Escrow Deposit are wrongfully withheld, pursuant to the terms of the Feasibility Period (as defined below)Escrow Agreement, then interest on the Escrow Deposit shall be non-refundable to Purchaser (except as otherwise expressly set forth in this Agreement)accrue for the benefit of Seller. The parties shall each instruct the Escrow Agent shall place to disburse the Escrow Deposit in an interest-bearing account at a financial institution whose accounts are insured by an agency of the federal government. If Purchaser defaults under this Agreement, after giving effect to and all applicable notice and cure periods (and Seller is not in default), Seller shall be entitled to receive the Escrow Deposit as liquidated damages as provided in this Agreement and as Seller’s sole and exclusive remedy. If Seller defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Purchaser is not in default), Purchaser shall be entitled to its election of remedies as provided in Section 12(b) hereafter. In the event of any dispute between Seller and Purchaser concerning disbursement of the Escrow Deposit, the Title Company shall be authorized to file an interpleader suit in the District Court of the county in which the applicable Parcel is located, and the disposition of such funds shall be determined in accordance with such proceeding, and the Title Company shall be released of all further liability with respect to such Escrow Deposit; provided, however, in the event Purchaser terminates this Agreement prior interest thereon to the expiration date of the Feasibility Period party entitled thereto and pursuant to Section 5(b) hereofshall not, thenby any act or omission, in delay or prevent any such event, the Escrow Agent shall be irrevocably required to release the Escrow Deposit to Purchaser in full termination of this Agreementdisbursement.

Escrow Deposit. Within three five (35) business days after Purchaser’s receipt Business Days prior to the Closing Date the number of a fully executed copy newly issued shares of this Agreement, Purchaser shall deliver an escrow deposit in ARC Common Stock equal one hundred twenty five percent (125%) of the amount which is ten percent (10%) of One Hundred Fifty Thousand and No/100 Dollars the Purchase Price ($150,000.00) (together with any interest thereon, the “Escrow DepositShares”), valued by reference to the average VWAP for the twenty (20) Trading Day period prior to such issuance date, shall be deposited with the Escrow Agent pursuant to Section 2.4(c) of the Purchase Agreement. All Escrow Shares shall be certificated in the name of “Wuersch & Xxxxxx LLP as Escrow Agent.” The Escrow Shares shall be replaced by Purchaser with cash equal to ten percent (10%) of the Purchase Price prior to the final disbursement in accordance with Section 9.5 of the Purchase Agreement (the “Escrow Cash” and referred herein together with the Escrow Shares as the “Escrow Corpus”). The Escrow Corpus will be available (a) for the payment of any Post-Closing Decrease Amount owed by Seller to Purchaser pursuant to and in accordance with Section 2.5(c) of the Purchase Agreement and (b) to satisfy any Damages owed to Purchaser incurred or sustained by, or imposed upon, the Indemnitees that are recoverable by the Purchaser against Sellers pursuant to and in accordance with the provisions of Article IX of the Purchase Agreement. The Escrow Agent hereby acknowledges and agrees to hold the Escrow Corpus in a separate and distinct account, in the name of “ARC-ATC Escrow Account”, as Escrow Agent for Sellers and Purchaser (the “Escrow Account”), subject to the terms and conditions of this Escrow Agreement. The Escrow Corpus shall be held as a segregated trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall not distribute or release the Escrow Corpus except in accordance with the express terms and conditions of this Escrow Agreement. The Escrow Corpus will not be held in escrow an attorney trust account and nothing herein shall be construed to establish an attorney client relationship by and between the Escrow Agent and any other party hereto. The Sellers and the Purchaser expressly acknowledge that Escrow Agent serves as counsel to the Purchaser and such capacity shall not be deemed to constitute a conflict with any services to be rendered by the Title Company as Escrow Agent hereunder. During any and all periods in which Escrow Shares are held by the Escrow Agent. If Purchaser does not deliver , (i) the sole right to Seller a written notice of termination of this Agreement prior to the expiration of the Feasibility Period (as defined below), then vote such shares shall be held by the Escrow Deposit shall Agent and may be non-refundable to Purchaser (except as otherwise expressly set forth in this Agreement). Escrow Agent shall place exercised at the Escrow Deposit in an interest-bearing account at a financial institution whose accounts are insured by an agency of the federal government. If Purchaser defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Seller is not in default), Seller shall be entitled to receive the Escrow Deposit as liquidated damages as provided in this Agreement and as Seller’s sole and exclusive remedy. If Seller defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Purchaser is not in default), Purchaser shall be entitled to its election of remedies as provided in Section 12(b) hereafter. In the event of any dispute between Seller and Purchaser concerning disbursement discretion of the Escrow Deposit, Agent; and (ii) any and all dividends (other than stock dividends) issued by the Title Company Purchaser in respect of the same class of capital stock as the Escrow Shares shall be authorized to file an interpleader suit in the District Court of the county in which the applicable Parcel is located, tendered and the disposition of such funds shall be determined in accordance with such proceeding, and the Title Company shall be released of all further liability with respect to such Escrow Deposit; provided, however, in the event Purchaser terminates this Agreement prior to the expiration date of the Feasibility Period and pursuant to Section 5(b) hereof, then, in such event, returned by the Escrow Agent shall be irrevocably required to release the Escrow Deposit to Purchaser in full termination of this AgreementCompany.

Escrow Deposit. Within three one (31) business days after Purchaser’s receipt day of a fully executed copy the date of this Agreement, Purchaser Buyer shall deliver an escrow make a deposit in the amount by wire transfer of One immediately available funds or a letter of credit from a bank acceptable to Seller of Two Million Two Hundred Fifty Twenty-Five Thousand and No/100 Dollars ($150,000.002,225,000) (together with any interest thereon, the “Escrow Deposit”) with the escrow agent (the “Escrow Agent”) pursuant to be held in escrow the Escrow Agreement (the “Escrow Agreement”) of even date herewith by and among Buyer, Seller and the Title Company as Escrow Agent. If Purchaser does not deliver to Seller a written notice of termination of this Agreement prior to the expiration of the Feasibility Period (as defined below)At Closing, then the Escrow Deposit (if cash) shall be non-refundable disbursed to Purchaser (except as otherwise expressly set forth in Seller and applied to the Purchase Price, and any interest accrued thereon shall be disbursed to Buyer. If this AgreementAgreement is terminated by Seller pursuant to Section 10.1(c). Escrow Agent shall place , the Escrow Deposit in an interest-bearing account at a financial institution whose accounts are insured and all interest accrued thereon shall be disbursed to Seller (through distribution of monies being held by an agency Escrow Agent or, as the case may be, by drawing down on the letter of the federal governmentcredit) and credited as liquidated damages under Section 10.5 hereof. If Purchaser defaults under this AgreementAgreement is terminated for any other reason, after giving effect to all applicable notice and cure periods (and Seller is not in default), Seller shall be entitled to receive the Escrow Deposit as liquidated damages as provided in this Agreement and as Seller’s sole and exclusive remedyall interest accrued thereon shall be disbursed to Buyer (or, if a letter of credit, returned to Buyer). If Seller defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Purchaser is not in default), Purchaser shall be entitled to its election of remedies as provided in Section 12(b) hereafter. In the event of any dispute between Seller and Purchaser concerning disbursement of the Escrow Deposit, the Title Company shall be authorized to file an interpleader suit in the District Court Deposit is a letter of the county in which the applicable Parcel is located, and the disposition of such funds shall be determined in accordance with such proceeding, and the Title Company shall be released of all further liability with respect to such Escrow Deposit; provided, however, in the event Purchaser terminates this Agreement prior to the expiration date of the Feasibility Period and pursuant to Section 5(b) hereof, then, in such eventcredit, the Escrow Agent shall be irrevocably required instructed to release draw down on the entire amount of the Escrow Deposit if the letter of credit is not replaced with one of equal duration at least thirty (30) days prior to Purchaser its expiration and this Agreement has not been terminated in full termination accordance with its terms or Seller has made a claim for the Escrow Deposit that is still subject to review by any court of competent jurisdiction based on a complaint or other request for relief that has been or may be filed. The parties shall each instruct the Escrow Agent to disburse the Escrow Deposit and all interest thereon to the party entitled thereto and shall not, by any act or omission, delay or prevent any such disbursement. Any failure by Buyer to make the Escrow Deposit within one (1) business day of the date hereof constitutes a material default as to which the Cure Period under Section 10.1 does not apply, thereby entitling Seller to immediately terminate this Agreement.