Deposit Escrow Agreement. Concurrent with the execution hereof Buyer and Seller shall execute and deliver the Deposit Escrow Agreement, and Buyer shall deposit the Deposit Amount with the Escrow Agent in accordance with the terms thereof.
Deposit Escrow Agreement. Evidence satisfactory to Administrative Agent that the Escrow Agreement (as defined in the Sygnet Merger Agreement) contains terms evidencing Lenders' Rights in the Deposit (as defined in the Sygnet Merger Agreement).
Deposit Escrow Agreement. Upon execution of this Agreement, the parties shall execute and deliver the Deposit Escrow Agreement, substantially in the form of EXHIBIT A, attached hereto, and the Purchaser will deliver the Deposit to the Escrow Agent and upon execution of the Deposit Escrow Agreement by the Escrow Agent, this Agreement shall be effective. After the Sellers have executed and delivered the Sellers' Closing Certificate (as defined in Section 6.1 (a)) to Purchaser and ProNet and ProNet and Purchaser have executed and delivered the Purchaser's Closing Certificate (as defined in Section 6.2 (a)) to the Sellers, the Sellers, Purchaser, ProNet and Page One shall execute written instructions to the Escrow Agent in accordance with Section 3(a) of the Deposit Escrow Agreement instructing the Escrow Agent to deliver the Deposit to the Sellers and the interest accrued thereon to the Purchaser at the Closing in accordance with Section 1.3 of this Agreement. If this Agreement is terminated prior to Closing as provided for in Section 7.1, then the parties shall follow the procedures set forth in the Deposit Escrow Agreement.
Deposit Escrow Agreement. (a) Prior to 2:00 p.m. (Boston time) on the next Business Day following the date hereof, Buyer shall deliver to Fidelity National Title, as escrow agent (the “Escrow Agent”),
Deposit Escrow Agreement. On the date of this Agreement, Parent shall deposit Ten Million Dollars ($10,000,000) (the “Xxxxxxx Money”) in immediately available funds with Chicago Title and Trust Company, as escrow agent (the “Deposit Escrow Agent”) pursuant to an escrow agreement substantially in the form attached hereto as Exhibit A (the “Deposit Escrow Agreement”). The terms of the Escrow shall be governed by the Deposit Escrow Agreement and Section 7.2(d).
Deposit Escrow Agreement. Simultaneously with execution and delivery of this Agreement, the Buyer, the Seller and the Escrow Agent shall enter into the Deposit Escrow Agreement substantially in the form and on the terms of Exhibit 5.11.
Deposit Escrow Agreement. Concurrent with the execution of this Agreement, Sellers, the Company and Buyer shall enter into the escrow agreement attached hereto as Exhibit B (the “Deposit Escrow Agreement”) along with the Escrow Agent, pursuant to which Buyer shall deposit Six Hundred Fifty Thousand U.S. Dollars ($650,000) (such amount, together with all escrow earnings thereon being defined as the “Deposit Escrowed Funds”) into escrow (the “Deposit Escrow Account”) with the Escrow Agent. Buyer agrees that if this Agreement shall be terminated by the Sellers and/or the Company pursuant to 7.1(c), the Buyer shall pay to the Sellers an amount equal to Six Hundred Fifty Thousand U.S. Dollars ($650,000) (such amount, the “Reverse Break-Up Fee”), which amount shall be paid from the Deposit Escrow Account in accordance with the terms of the Deposit Escrow Agreement, and that Buyer shall promptly, but in no event more than 48 hours after such termination, deliver to the Escrow Agent joint written instructions with the Sellers and the Company, in the form of Exhibit A to the Deposit Escrow Agreement, directing the Escrow Agent to wire the Deposit Escrow Funds to the Sellers. Subject to any claims made in accordance herewith, the balance of the Deposit Escrowed Funds remaining in the Deposit Escrow Account on the earlier of the Closing Date or within ten (10) days of the termination of this Agreement by Buyer, on the one hand, or the Company and Sellers, on the other, in accordance with Section 7.1 (a), (b), (d), (e), (f), (g) or (h), provided, the Company or the Sellers, as the case may be, has not commenced, within such ten (10) day period, a wrongful termination proceeding against Buyer with respect to a termination effected by Buyer pursuant to any of Sections 7.1(b) or (e), and, in the event that such a proceeding has been commenced by the Company or the Sellers, as the case may be, against Buyer, the Deposit Escrow Termination Date shall be extended until the final non-appealable resolution of such proceeding by a court of competent jurisdiction or the mutual agreement of the parties (the “Deposit Escrow Termination Date”)¸ less the amount of any claims then outstanding and unresolved, shall be distributed to Buyer pursuant to the delivery to the Escrow Agent of joint written instructions by the Sellers and the Company (which the Sellers and the Company agree to deliver promptly, but in no event later than 48 hours, other than as a result of a good faith dispute related to such termina...
Deposit Escrow Agreement. A Deposit Escrow Agreement mutually agreeable to Purchaser and the Company (the “Deposit Escrow Agreement”) shall have been executed and delivered by Purchaser and the Deposit Escrow Agent.
Deposit Escrow Agreement. The Deposit Escrow Agreement shall have been executed and delivered by the Company and the Deposit Escrow Agent.
Deposit Escrow Agreement. Not more than fifteen (15) Business Days following the execution hereof, Buyer and Sellers shall execute and deliver the Deposit Escrow Agreement, and Buyer shall deposit the Deposit Amount with the Escrow Agent in accordance with the terms thereof. In the event that Buyer shall not have delivered the Deposit Amount to the Escrow Agent within said fifteen (15)-day period, Sellers shall be entitled to terminate this Agreement pursuant to Section 11.1(h) by giving Buyer five (5) Business Days' written notice of Sellers' intention to terminate; provided, that during such five (5) Business Day period Buyer shall be entitled to deliver the Deposit Amount to the Escrow Agent and execute and deliver the Deposit Escrow Agreement, in which case this Agreement shall not be terminated.
