Common use of Escrow Deposit Clause in Contracts

Escrow Deposit. Upon execution and delivery of this Agreement by -------------- all parties, Buyer will deposit with Star Media, Inc., ("▇▇▇▇▇▇▇ Money Escrow Agent"), an irrevocable letter of credit in the amount of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00) (the "▇▇▇▇▇▇▇ Money Escrow Deposit") in favor of Pinnacle as beneficiary thereunder. The ▇▇▇▇▇▇▇ Money Escrow Deposit shall be held and disbursed by ▇▇▇▇▇▇▇ Money Escrow Agent pursuant to the terms of the ▇▇▇▇▇▇▇ Money Escrow Agreement, appended hereto as Exhibit 14.1 (the "▇▇▇▇▇▇▇ Money Escrow Agreement"), which ▇▇▇▇▇▇▇ Money Escrow Agreement shall be executed and delivered concurrently with this Agreement by the Sellers, Buyer and ▇▇▇▇▇▇▇ Money Escrow Agent. At Closing, the ▇▇▇▇▇▇▇ Money Escrow Deposit shall be returned to Buyer. If the Closing does not occur solely because Buyer breached this Agreement or defaulted in the performance of any of its obligations hereunder, then Buyer and Sellers shall execute written instructions to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Sellers as liquidated damages, as provided in Section 14.2. If the Closing does not occur solely because Sellers materially breached this Agreement or materially defaulted in the performance of any of their obligations hereunder, then Buyer and Sellers shall execute written instructions to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Buyer and Buyer may seek specific performance of this Agreement , as provided in Section 14.3.

Escrow Deposit. Upon Within ten (10) days after the execution and delivery -------------- of this Agreement by -------------- all partiesboth Parties, Buyer will deposit with Star Media, Inc., Gary Stevens & Co. ("▇▇▇▇▇▇▇ Earnest Money Escrow Agent"), an irrevocable letter of credit le▇▇▇▇ ▇▇ ▇▇▇▇it in the amount of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00) (the "▇▇▇▇▇▇▇ of Five Hundred Thousand Dollars ($500,000,00) (the "Earnest Money Escrow Deposit") in favor of Pinnacle as beneficiary thereunder). The Earnest Money Escrow Deposit sh▇▇▇ ▇▇ held and disbursed by Earnest ▇▇▇▇▇ Money Escrow Deposit shall be held and disbursed by ▇▇▇▇▇▇▇ Money Escrow scrow Agent pursuant to the terms of the Earnest Mone▇ ▇▇▇▇▇▇▇ Money Escrow w Agreement, appended hereto as Exhibit 14.1 (the "▇▇▇▇▇▇▇ st Money Escrow Agreement"), which Earnest Money Escrow Agreeme▇▇ ▇▇▇ been entered into by the Sellers, ▇▇▇▇▇ and Earnest Money Escrow Agent. At closing, the Earnest Money Escrow/-/ ▇▇▇▇▇▇▇ Money Escrow Agreement shall be executed and delivered concurrently with this Agreement by the Sellerst, Buyer and ▇▇▇▇▇▇▇ Money Escrow Agent. At Closing, the ▇▇▇▇▇▇▇ Money Escrow Deposit shall be returned to Buyer. If the Closing ▇▇▇▇▇▇g does not occur solely because Buyer materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Sellers have not breached this Agreement or defaulted in the performance of any of their material obligations hereunder, then Buyer and Sellers Seller shall execute written instructions to the ▇▇▇▇▇▇▇ Earnest Money Escrow Agent directing it to deliver the ▇Earnest Money ▇▇▇▇▇▇ Money Escrow Deposit to Sellers as liquidated damages, as provided pr▇▇▇▇▇▇ in Section 14.2. If the Closing does not occur solely because Sellers materially breached this Agreement or materially defaulted in the performance of any of their material obligations hereunder and Buyer has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then Buyer and Sellers shall execute written instructions to the ▇▇▇▇▇▇▇ Earnest Money Escrow Agent directing it to deliver the ▇▇Earnest Money Escrow De▇▇▇▇▇ Money Escrow Deposit to ▇o Buyer and Buyer may seek specific performance of this Agreement Agreement, as provided in Section 14.3.

Escrow Deposit. Upon (a) Within one (1) business day of the execution and delivery of this Agreement by -------------- all partiesAgreement, Buyer will deposit with Star Mediathe Parent, Inc.the Company and Wilmington Trust Company, as Escrow Agent (the "▇▇▇▇▇▇▇ Money Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit A hereto (the "Deposit Escrow Agreement") pursuant to which the Parent shall deposit an irrevocable amount equal to the Escrow Deposit. Such amounts held in escrow shall be applied as set forth herein and in the Deposit Escrow Agreement. (b) The Parent shall wire transfer immediately available funds, or deliver a letter of credit issued by a financial institution, such letter of credit and financial institution to be satisfactory to the Company, in the amount of Three Five Million Seven Hundred Fifty Thousand Dollars ($3,750,000.005,000,000) to the Deposit Escrow Agent's trust account pursuant to the Deposit Escrow Agreement (the "▇▇▇▇▇▇▇ Money Escrow Deposit") in favor of Pinnacle as beneficiary thereunder. The ▇▇▇▇▇▇▇ Money Escrow Deposit shall be held and disbursed by ▇▇▇▇▇▇▇ Money Escrow Agent pursuant to the terms of the ▇▇▇▇▇▇▇ Money Escrow Agreement, appended hereto as Exhibit 14.1 (the "▇▇▇▇▇▇▇ Money Escrow Agreement"), which ▇▇▇▇▇▇▇ Money Escrow Agreement shall be executed and delivered concurrently with this Agreement by at the Sellers, Buyer and ▇▇▇▇▇▇▇ Money Escrow Agent. At Closing, the ▇▇▇▇▇▇▇ Money Escrow Deposit, including any interest, shall be paid or returned to the Parent, and the Parties agree jointly to instruct the Deposit Escrow Agent accordingly. As more fully described in the Deposit Escrow Agreement: (i) in the event this Agreement is terminated solely because of the Parent's material breach of this Agreement and neither the Company nor any of the Stockholders shall at such time be in material breach of this Agreement, the Escrow Deposit and any accrued interest, or the proceeds upon drawing upon any letter of credit that had constituted the Escrow Deposit, shall be returned to Buyer. If the Closing does not occur solely because Buyer breached this Agreement or defaulted in the performance of any of its obligations hereunder, then Buyer and Sellers shall execute written instructions paid to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Sellers Company as liquidated damages, damages as provided in Section 14.2. If Sections 10.1 and 10.2 hereof for the Closing does not occur solely because Sellers materially breached Parent's material breach of this Agreement, and the Parties agree jointly to instruct the Deposit Escrow Agent accordingly; and (ii) in the event this Agreement or materially defaulted is terminated under any circumstances other than those set forth in the performance of any of their obligations hereunderimmediately preceding clause (i), then Buyer the Escrow Deposit and Sellers the interest accrued thereon shall execute written instructions be paid or returned to the ▇▇▇▇▇▇▇ Money Parent, and the Parties agree jointly to instruct the Deposit Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Buyer and Buyer may seek specific performance of this Agreement , as provided in Section 14.3accordingly.

Escrow Deposit. Upon Within ten (10) days after the execution and delivery -------------- of this Agreement by -------------- all partiesParties, Buyer will deposit with Star MediaMedia Services Group, Inc., Inc. ("▇▇▇▇▇▇▇ Earnest Money Escrow Agent"), an irrevocable letter of credit in the amount of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00) (the "▇▇▇▇▇▇▇ of One Hundred Eighty Thousand Dollars ($180,000.00) (the "Earnest Money Escrow Deposit") in favor of Pinnacle as beneficiary thereunder). The Earnest Money Escrow Deposit sha▇▇ ▇▇ ▇eld and disbursed by Earnest ▇▇▇▇▇ Money Escrow Deposit shall be held and disbursed by ▇▇▇▇▇▇▇ Money Escrow scrow Agent pursuant to the terms of the Earnest Mone▇ ▇▇▇▇▇▇▇ Money Escrow w Agreement, appended hereto as Exhibit 14.1 (the "▇▇▇▇▇▇▇ st Money Escrow Agreement"), which Earnest Money Escrow Agreeme▇▇ ▇▇▇ been entered into by the Seller, ▇▇▇▇▇ Money Escrow Agreement shall be executed and delivered concurrently with this Agreement by the Sellers, Buyer and ▇▇▇▇▇▇▇ nd Earnest Money Escrow Agent. At Closingclosing, the Earnest Money Escrow Dep▇▇▇▇, ▇▇▇ Money Escrow Deposit shall hall be returned to Buyer. If the Closing does Clo▇▇▇▇ ▇▇es not occur solely because Buyer materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Seller has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then Buyer and Sellers Seller shall execute written instructions to the ▇▇▇▇▇▇▇ Earnest Money Escrow Agent directing it to deliver the ▇Earnest Money ▇▇▇▇▇▇ Money Escrow Deposit to Sellers Seller as liquidated damages, as provided in pro▇▇▇▇▇ ▇n Section 14.2. If the Closing does not occur solely because Sellers Seller materially breached this Agreement or materially defaulted in the performance of any of their its material obligations hereunder and Buyer has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then Buyer and Sellers Seller shall execute written instructions to the ▇▇▇▇▇▇▇ Earnest Money Escrow Agent directing it to deliver the ▇Earnest Money ▇▇▇▇▇▇ Money Escrow Deposit to Buyer and Buyer may seek specific performance pe▇▇▇▇▇▇▇ce of this Agreement Agreement, as provided in Section 14.3.

Escrow Deposit. Upon Within three (3) business days of the execution and -------------- delivery of this Agreement by -------------- all partiesParties, Buyer will deposit with Star Media, Inc., Media Venture Partners ("▇▇▇▇▇▇▇ Money Escrow Agent"), an irrevocable letter of credit in the amount of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00350,000.00) (the "▇▇▇▇▇▇▇ Money Escrow Deposit") in favor of Pinnacle as beneficiary thereunder). The ▇▇▇▇▇▇▇ Money Escrow Deposit shall be held and disbursed by ▇▇▇▇▇▇▇ Money Escrow Agent pursuant to the terms of the ▇▇▇▇▇▇▇ Money Escrow Agreement, appended hereto as Exhibit 14.1 (the "▇▇▇▇▇▇▇ Money Escrow Agreement"), which ▇▇▇▇▇▇▇ Money Escrow Agreement shall be executed and delivered concurrently with this Agreement has been entered into by the SellersSeller, Buyer and ▇▇▇▇▇▇▇ Money Escrow Agent. At Closingclosing, the ▇▇▇▇▇▇▇ Money Escrow Deposit shall be returned to Buyer. If the Closing does not occur solely because Buyer materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Seller has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then Buyer and Sellers Seller shall execute written instructions to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Sellers Seller as liquidated damages, as provided in Section 14.2. If the Closing does not occur solely because Sellers Seller materially breached this Agreement or materially defaulted in the performance of any of their its material obligations hereunder and Buyer has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then Buyer and Sellers Seller shall execute written instructions to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Buyer and Buyer may seek specific performance of this Agreement Agreement, as provided in Section 14.3.

Escrow Deposit. Upon (a) Within five days following the execution and delivery of this Agreement by -------------- all partiesagreement, Buyer will Highland shall deposit into escrow with Star Media, Inc., First Union National Bank ("▇▇▇▇▇▇▇ Money the “Escrow Agent"”), as escrow agent, the sum of $10 million in cash (the amount deposited together with all interest earned thereon being referred to below as the “Escrow Deposit”), pursuant to an irrevocable letter of credit Escrow Agreement in the amount form of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00) exhibit 2.3 (the "▇▇▇▇▇▇▇ Money “Escrow Deposit"Agreement”). (b) in favor of Pinnacle as beneficiary thereunder. The ▇▇▇▇▇▇▇ Money Escrow Deposit shall be held and disbursed by ▇▇▇▇▇▇▇ Money in accordance with the Escrow Agreement and the following terms; (i) If the purchase of Seller’s Interest is consummated, Seller shall cause the Escrow Agent pursuant to pay the Escrow Deposit to (or as directed by) Highland. (ii) If for any reason Buyer fails to redeem Seller’s Interest on or before September 30,2002 (or, if any of the events referred to in section 3.3 shall have occurred, on or before the Accelerated Closing Date), and Adelphia fails for any reason (other than as set forth in the first sentence of section 1.3) to purchase Seller’s Interest on October 1, 2002 (or, if any of the events referred to in section 3.3 shall have occurred, on or before the next business day after the Accelerated Closing Date), as required by section 1.2, Seller shall be entitled, as partial payment of its damages, to the amount of the Escrow Deposit, which shall be paid to Seller as provided in section 2.3(b)(iv). The payment of the Escrow Deposit to Seller as provided in this section 2.3(b) shall be in addition to all other rights and remedies that Seller may have under this agreement and under applicable law as a result of the failure by Buyer or Adelphia to purchase Seller’s Interest in accordance with the terms of this agreement. (iii) Notwithstanding anything to the ▇▇▇▇▇▇▇ Money Escrow Agreement, appended hereto as Exhibit 14.1 (the "▇▇▇▇▇▇▇ Money Escrow Agreement"contrary in section 2.3(b)(ii), which ▇▇▇▇▇▇▇ Money Escrow Agreement if the purchase of Seller’s Interest is not consummated by Buyer or Adelphia solely as a result of the failure of the condition in section 9.1(d) and Buyer and Adelphia shall have duly performed their obligations under this agreement (including, but not limited to, their obligations under sections 8.2 and 8.5), Highland shall be executed entitled to the amount of the Escrow Deposit. (iv) Promptly following the occurrence of an event that results in the entitlement of Seller or Highland to the Escrow Deposit, Seller shall give instructions to the Escrow Agent to disburse the amount of the Escrow Deposit to the party entitled thereto, and delivered concurrently with this Agreement by the Sellers, Buyer and ▇▇▇▇▇▇▇ Money Escrow Agent. At Closingwithin five days after receipt of Seller’s instructions, the ▇▇▇▇▇▇▇ Money Escrow Agent shall pay the amount of the Escrow Deposit in the manner directed by Seller. (v) The Escrow Agent shall be returned absolutely and unconditionally obligated to disburse the Escrow Deposit pursuant to Seller’s instructions (notwithstanding the receipt of contrary instructions from Buyer. If the Closing does not occur solely because Buyer breached this Agreement , Adelphia or defaulted in the performance Highland or anyone acting on behalf of any of its obligations hereunderthem). Neither Buyer, then Buyer and Sellers shall execute written instructions to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Sellers as liquidated damagesnor Adelphia or Highland, as provided in Section 14.2. If the Closing does not occur solely because Sellers materially breached this Agreement or materially defaulted in the performance nor anyone acting on behalf of any of their obligations hereunderthem, then Buyer shall give any instructions to, or otherwise communicate with, the Escrow Agent and Sellers each of them shall execute written proceed exclusively against Seller with respect to any claim that it may have arising out of the instructions given by Seller to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver or the ▇▇▇▇▇▇▇ Money payment by the Escrow Agent of the Escrow Deposit to Buyer and Buyer may seek specific performance of this Agreement , as provided in Section 14.3the manner directed by Seller.

Escrow Deposit. Upon Within five (5) business days of the execution -------------- and delivery of this Agreement by -------------- all partiesParties, Buyer will deposit with Star Media, Inc.▇▇▇▇ ▇▇▇▇▇▇▇ & Company, ("▇▇▇▇▇▇▇ Money Escrow Agent"), an irrevocable letter Letter of credit Credit or cash in the amount of Three Million Seven Four Hundred Fifty Seventy Thousand and No/100 Dollars ($3,750,000.00470,000) (the "▇▇▇▇▇▇▇ Money Escrow Deposit") in favor of Pinnacle as beneficiary thereunder). The ▇▇▇▇▇▇▇ Money Escrow Deposit shall be held and disbursed by ▇▇▇▇▇▇▇ Money Escrow Agent pursuant to the terms of the ▇▇▇▇▇▇▇ Money Escrow Agreement, appended hereto as Exhibit 14.1 15.1 ------------ (the "▇▇▇▇▇▇▇ Money Escrow Agreement"), which ▇▇▇▇▇▇▇ Money Escrow Agreement shall be executed and delivered concurrently with this Agreement has been entered into by the SellersSeller, Buyer and ▇▇▇▇▇▇▇ Money Escrow Agent. At Closingclosing, the ▇▇▇▇▇▇▇ Money Escrow Deposit shall be returned to Buyer. If the Closing does not occur solely because Buyer materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Seller has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then Buyer and Sellers Seller shall execute written instructions to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Sellers Seller as liquidated damages, as provided in Section 14.215.2. If the Closing does not occur solely because Sellers Seller materially breached this Agreement or materially defaulted in the performance of any of their its material obligations hereunder and Buyer has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then Buyer and Sellers Seller shall execute written instructions to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Buyer and Buyer may seek specific performance of this Agreement Agreement, as provided in Section 14.315.3.

Escrow Deposit. Upon Within ten (10) days after the execution and delivery -------------- of this Agreement by -------------- all partiesParties, Buyer will deposit with Star MediaMedia Services Group, Inc., Inc. ("▇▇▇▇▇▇▇ Money Escrow Agent"), an irrevocable letter of credit in the amount of Three Million Seven Two Hundred Fifty Thirty Five Thousand Dollars ($3,750,000.00235,000.00) (the "▇▇▇▇▇▇▇ Money Escrow Deposit") in favor of Pinnacle as beneficiary thereunder). The ▇▇▇▇▇▇▇ Money Escrow Deposit shall be held and disbursed by ▇▇▇▇▇▇▇ Money Escrow Agent pursuant to the terms of the ▇▇▇▇▇▇▇ Money Escrow Agreement, appended hereto as Exhibit 14.1 (the "▇▇▇▇▇▇▇ Money Escrow Agreement"), which ▇▇▇▇▇▇▇ Money Escrow Agreement shall be executed and delivered concurrently with this Agreement has been entered into by the SellersSeller, Buyer and ▇▇▇▇▇▇▇ Money Escrow Agent. At Closingclosing, the ▇▇▇▇▇▇▇ Money Escrow Deposit Deposit, shall be returned to Buyer. If the Closing does not occur solely because Buyer materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Seller has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then Buyer and Sellers Seller shall execute written instructions to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Sellers Seller as liquidated damages, as provided in Section 14.2. If the Closing does not occur solely because Sellers Seller materially breached this Agreement or materially defaulted in the performance of any of their its material obligations hereunder and Buyer has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then Buyer and Sellers Seller shall execute written instructions to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Buyer and Buyer may seek specific performance of this Agreement Agreement, as provided in Section 14.3.

Escrow Deposit. Upon Within five (5) business days of the execution -------------- and delivery of this Agreement by -------------- all parties, Buyer will deposit with Star MediaMedia Services Group, Inc., a Virginia corporation, ("▇▇▇▇▇▇▇ Money Escrow Agent"), an irrevocable letter of credit cash in the amount of Three Million Seven Hundred Fifty Thousand and No/100 Dollars ($3,750,000.0050,000) (the "▇▇▇▇▇▇▇ Money Escrow Deposit") in favor of Pinnacle as beneficiary thereunder). The ▇▇▇▇▇▇▇ Money Escrow Deposit shall be held and disbursed by ▇▇▇▇▇▇▇ Money Escrow Agent pursuant to the terms of the ▇▇▇▇▇▇▇ Money Escrow Agreement, appended hereto as Exhibit 14.1 15.1 ------------ (the "▇▇▇▇▇▇▇ Money Escrow Agreement"), which ▇▇▇▇▇▇▇ Money Escrow Agreement shall be executed and delivered concurrently with this Agreement has been entered into by the SellersSeller, Buyer and ▇▇▇▇▇▇▇ Money Escrow Agent. At Closingclosing, the ▇▇▇▇▇▇▇ Money Escrow Deposit shall be returned to Buyer. If the Closing does not occur solely because Buyer materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Seller has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then Buyer and Sellers Seller shall execute written instructions to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Sellers Seller as liquidated damages, as provided in Section 14.215.2. If the Closing does not occur solely because Sellers Seller materially breached this Agreement or materially defaulted in the performance of any of their its material obligations hereunder and Buyer has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then Buyer and Sellers Seller shall execute written instructions to the ▇▇▇▇▇▇▇ Money Escrow Agent directing it to deliver the ▇▇▇▇▇▇▇ Money Escrow Deposit to Buyer and Buyer may seek specific performance of this Agreement Agreement, as provided in Section 14.315.3.