Seller Escrow. Seller and Buyer agree that on the Closing Date, Seller shall deliver to Escrow Agent a deposit in the amount of One Hundred Thousand Dollars ($100,000.00) (the “Seller Escrow”). The Seller Escrow shall be held in an insured, interest-bearing account with interest accruing for the benefit of Seller. For purposes of this Agreement the term “Seller Escrow” shall include any and all interest earned thereon. The Escrow Agent shall hold the Seller Escrow until May 31, 2011, upon which time the Escrow Agent shall immediately release the Seller Escrow to Seller unless Escrow Agent shall have received a written notice from Buyer (which copies Seller) that such funds are in dispute due to a breach by Seller of the terms of this Agreement or a breach by Seller under the documents to be signed at Closing (a “Notice of Claim”), and in such event the Escrow Agent shall hold the Seller Escrow until Escrow Agent receives escrow instructions signed by both Seller and Buyer or a court of competent jurisdiction enters an order authorizing the release of all or a portion of the Seller Escrow. In the event that Buyer submits a Notice of Claim with respect to a breach of any of Seller’s representations or warranties, Buyer shall file a lawsuit with respect to the matters set forth in such Notice of Claim no later than the date that is eleven (11) months after the Closing Date. In the event that Buyer submits a Notice of Claim with respect to any other breach by Seller of the terms of this Agreement or a breach by Seller under the documents to be signed at Closing, Buyer shall file a lawsuit with respect to the matters set forth in such Notice of Claim no later than June 30, 2011. If a lawsuit is not filed by such date, Escrow Agent shall disburse the balance of the Seller Escrow to Seller without further authorization or direction. Notwithstanding anything set forth herein to the contrary, in the event that Escrow Agent has not received a Notice of Claim by the date that is ten (10) months after the Closing Date, Escrow Agent shall disburse the amount of Fifty Thousand and No/100 Dollars ($50,000.00) from Seller Escrow to Seller.

Seller Escrow. The form of the Seller Escrow Agreement referenced in Section 12(V) of the Agreement is attached hereto as Exhibit “A”.

Seller Escrow. 7 3.4 Partial Refund of Closing Payment....................................................................7 3.5

Seller Escrow. Seller shall deposit the amount, if any, by which ten percent (10%) of the Purchase Price exceeds the Buyer Escrow Amount (the "Seller Escrow Amount"), by wire transfer in the Escrow Account on or before March 1, 1997 or within ten (10) days of such later date as the Purchase Price shall be finally determined pursuant to the procedures in Sections 3.1 and 3.2.

Seller Escrow. Seller and Purchaser agree that on the Closing Date, Seller shall deliver to Escrow Agent a deposit in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) (the “Seller Escrow”). The Seller Escrow shall be held in an insured, interest-bearing account with interest accruing for the benefit of Seller. For purposes of this Agreement the term “Seller Escrow” shall include any and all interest earned thereon. The Escrow Agent shall hold the Seller Escrow in accordance with the escrow agreement attached hereto as Exhibit “35” (the “Seller Escrow Agreement”), for a period beginning on the Closing Date and continuing until the date that is one (1) year after the Closing Date. After the expiration of the foregoing period, the Escrow Agent shall immediately release the Seller Escrow to Seller unless Escrow Agent shall have received prior to the expiration of such one (1) year period a written notice from Purchaser that such funds are in dispute due to a breach by Seller of the terms of this Agreement or a breach by Seller under the documents to be signed at Closing, and in such event the Escrow Agent shall hold the Seller Escrow until Escrow Agent receives escrow instructions signed by both Seller and Purchaser or a court of competent jurisdiction authorizes the release. The provisions of this section shall survive Closing and shall not merge into the deed conveying title to the Property to Purchaser.

Seller Escrow. The provisions of this Section 3.3 shall survive following the Closing. To secure Sellers’ surviving obligations under this Agreement, at Closing, Purchaser shall deliver TEN MILLION AND 00/100 ($10,000,000) DOLLARS of the Purchase Price to the Escrow Agent (the “Post-Closing Deposit”) to be held by the Escrow Agent in an account for the exclusive benefit of Sellers (the “Post-Closing Deposit Account”). Any interest accrued on the Post-Closing Deposit Account shall be disbursed by the Escrow Agent in the same manner as the relevant part of Post-Closing Deposit to which it relates (and the recipient of such Post-Closing Deposit so disbursed shall be responsible for any tax payable on the associated interest). The Post-Closing Deposit Account shall be maintained by the Escrow Agent for the period commencing on the Closing Date and expiring on the later of: (i) 6:00 p.m. Eastern time on the date that is nine (9) months after the Closing Date (the “Survival Date”), or (ii) the final conclusion of any and all Notice(s) of Breach (as defined below) in accordance with the terms hereof. Purchaser shall give one or more written notices (each, a “Notice of Breach”) to Sellers and Escrow Agent on or before 5:59 p.m. Eastern time on the Survival Date of any and all of its claims that (A) a breach of the representations and warranties of any Seller shall have occurred, and/or (B) any Seller has failed to perform any of its covenants which survive the Closing set forth in this Agreement. Each such Notice of Breach shall set forth with reasonable specificity the nature of the alleged breach or covenant failure, the provisions of this Agreement alleged to have been breached, and Purchaser’s good faith reasonable estimate of the amount of the loss, claim, damage, injury, cost or expense (the “Claim Amount”). If Sellers assert (1) that a Notice of Breach has not been timely delivered, (2) that a breach has not occurred, or (3) that the Claim Amount is erroneous or unreasonable, Sellers shall give notice, in writing, to Purchaser and Escrow Agent of such objections (the “Breach Notice Challenge”) on or before 5:59 p.m. Eastern time on the fifteenth (15th) Business Day after receipt of the Notice of Breach. The Breach Notice Challenge shall specify in reasonable detail the nature of and basis for the objection to a Notice of Breach. If Sellers fail to so issue to Purchaser and Escrow Agent a Breach Notice Challenge on or before 5:59 p.m. Eastern time on the fifteenth (15th) B...

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Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.
Indemnity Escrow On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.
Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.
Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.
Delivery of Escrow Funds (a) Placement Agent and the Company shall instruct the Investor to deliver to Escrow Agent checks made payable to the order of “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker, Inc Escrow,” or wire transfer to: Wilmington Trust Company ABA #: 000000000 A/C # 124288-000 A/C Name: Muscle Maker Escrow Attn: Bxxxx Xxxxxxx International Wires: M&T Buffalo, New York ABA: 000000000 SWIFT: MXXXXX00 Beneficiary Bank: Wilmington Trust Beneficiary ABA: 000000000 A/C #: 124288-000 A/C Name: Muscle Maker Escrow All such checks and wire transfers remitted to the Escrow Agent shall be accompanied by information identifying each Investor, subscription, the Investor’s social security or taxpayer identification number and address. In the event the Investor’s address and/or social security number or taxpayer identification number are not provided to Escrow Agent by the Investor, then Placement Agent and/or the Company agree to promptly upon request provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at WILMINGTON TRUST, NATIONAL ASSOCIATION entitled “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker Escrow” (the “Escrow Account”).
Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:
Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.
Creation of Escrow Funds On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as follows: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 000000000 Account #: 2000014931134 Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account Name on Sub-Account: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account
Deposit of Escrow Funds Escrow Holder acknowledges the receipt from Seller of _________________ Thousand and No/100 Dollars ($____________.00) (the “Escrow Funds”). The Escrow Funds are the property of Guarantor subject to the terms of this Agreement. Escrow Holder shall disburse the Escrow Funds in strict accordance with the terms of this Agreement.

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