Definition of TCI Holding Second Deposit

  1. TCI Holding Second Deposit Means an additional Two Hundred Thousand Dollars ($200,000), which TCI Holding will place in escrow at the end of the Due Diligence Period and simultaneous with providing notice to the Company of its election to proceed with the Stock Issuance Transaction. If TCI Holding were to commit an Event of Default under the Final Agreement (defined below), then the resulting damages would be impracticable or extremely difficult to determine, and the parties agree that, in the event of such an Event of Default by TCI Holding, the Company shall receive the TCI Holding Initial Deposit and the TCI Holding Second Deposit as liquidated damages, which shall be the sum total of the Company's recovery for said Event of Default and the Company shall not be entitled to recover any other damages, fees or penalties of any kind or receive any other payments or compensation from TCI Holding pertaining to or resulting from said Event of Default.. Company Second Deposit: Means an additional Three Million (3,000,000) Shares of Common Stock of the Company from the Company's authorized but un-issued treasury as of the Effective Date, which the Company will place in escrow at the end of the Due Diligence Period upon receiving notice from TCI Holding of its election to proceed with the Stock Issuance Transaction. If the Company were to commit an Event of Default under the Final Agreement (defined below), then the resulting damages would be impracticable or extremely difficult to determine, and the parties agree that, in the event of such an Event of Default by the Company, TCI Holding shall receive the Company Initial Deposit and the Company Second Deposit as liquidated damages, which shall be the sum total of TCI Holding's recovery for said Event of Default and TCI Holding shall not be entitled to recover any other damages, fees or penalties of any kind or receive any other payments or compensation from the Company pertaining to or resulting from said Event of Default. Final Agreement: Means the Final Stock Purchase Agreement. TCI Holding, at its sole expense, shall be responsible for the preparation of the Final Agreement, which the parties shall negotiate in good faith and enter into no later than forty five (45) days after the Effective Date, unless extended by consent of the parties, which consent shall not be unreasonably withheld. The Final Agreement shall incorporate the terms of the Interim Agreement and shall contain customary terms, conditions, covenants, representations and warranties, including a representation and warranty by the Company regarding no material changes in its condition between the date of signature and the Closing Date. The Company shall be responsible for its own costs and legal expense to review and make comments to the Final Agreement. Closing Date: Means the date that is no later than forty five (45) days after the end of the Due Diligence Period. The Parties hereto agree the Closing shall be reasonably extended from time to time for cause. Representations and Warranties Of TCI Holding: TCI Holding, hereby represents and warrants to the Company that:

Definition of TCI Holding Second Deposit in Stock Purchase Agreement

TCI Holding Second Deposit Means an additional Two Hundred Thousand Dollars ($200,000), which TCI Holding will place in escrow at the end of the Due Diligence Period and simultaneous with providing notice to the Company of its election to proceed with the Stock Issuance Transaction. If TCI Holding were to commit an Event of Default under the Final Agreement (defined below), then the resulting damages would be impracticable or extremely difficult to determine, and the parties agree that, in the event of such an Event of Default by TCI Holding, the Company shall receive the TCI Holding Initial Deposit and the TCI Holding Second Deposit as liquidated damages, which shall be the sum total of the Company's recovery for said Event of Default and the Company shall not be entitled to recover any other damages, fees or penalties of any kind or receive any other payments or compensation from TCI Holding pertaining to or resulting from said Event of Default.. Company Second Deposit: Means an additional Three Million (3,000,000) Shares of Common Stock of the Company from the Company's authorized but un-issued treasury as of the Effective Date, which the Company will place in escrow at the end of the Due Diligence Period upon receiving notice from TCI Holding of its election to proceed with the Stock Issuance Transaction. If the Company were to commit an Event of Default under the Final Agreement (defined below), then the resulting damages would be impracticable or extremely difficult to determine, and the parties agree that, in the event of such an Event of Default by the Company, TCI Holding shall receive the Company Initial Deposit and the Company Second Deposit as liquidated damages, which shall be the sum total of TCI Holding's recovery for said Event of Default and TCI Holding shall not be entitled to recover any other damages, fees or penalties of any kind or receive any other payments or compensation from the Company pertaining to or resulting from said Event of Default. Final Agreement: Means the Final Stock Purchase Agreement. TCI Holding, at its sole expense, shall be responsible for the preparation of the Final Agreement, which the parties shall negotiate in good faith and enter into no later than forty five (45) days after the Effective Date, unless extended by consent of the parties, which consent shall not be unreasonably withheld. The Final Agreement shall incorporate the terms of the Interim Agreement and shall contain customary terms, conditions, covenants, representations and warranties, including a representation and warranty by the Company regarding no material changes in its condition between the date of signature and the Closing Date. The Company shall be responsible for its own costs and legal expense to review and make comments to the Final Agreement. Closing Date: Means the date that is no later than forty five (45) days after the end of the Due Diligence Period. The Parties hereto agree the Closing shall be reasonably extended from time to time for cause. Representations and Warranties Of TCI Holding: TCI Holding, hereby represents and warrants to the Company that: