Common use of Escrow Deposit Clause in Contracts

Escrow Deposit. On the date hereof, Purchaser has deposited with Shack & Xxxxxx, P.C. (the "Escrow Agent"), the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Deposit"), which amount shall be held and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement (the "Escrow Agreement") in the form of Exhibit A annexed hereto. On or before December 24, 1999, if Purchaser has not theretofore elected to terminate this Agreement pursuant to Section 13.2 hereof, Purchaser shall deposit with the Escrow Agent the additional sum of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") and in such event the term "Deposit" as used in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($800,000) deposited with the Escrow Agent. Purchaser shall be entitled to receive all interest earned with respect to the Deposit prior to the date of payment of the Deposit (except as otherwise provided in Section 12 hereof) and, if Purchaser so instructs, Purchaser and Benedek shall instruct the Escrow Agent to pay any such interest accumulated on the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Escrow Agent to pay the Deposit to Benedek in immediately available funds. In the event the transactions contemplated by this Agreement are not consummated in accordance with the terms hereof, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if this Agreement is terminated by Purchaser pursuant to Sections 13.2 or 14, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon to Purchaser.

Escrow Deposit. On Within five (5) business days of the date hereofexecution -------------- and delivery of this Agreement by all parties, Purchaser has deposited Buyer will deposit with Shack & XxxxxxMedia Services Group, P.C. Inc., a Virginia corporation, (the "Xxxxxxx Money Escrow Agent"), cash in the sum amount of Two Hundred Fifty Thousand and No/100 Dollars ($250,00050,000) (the "Xxxxxxx Money Escrow Deposit"), which amount . The Xxxxxxx Money Escrow Deposit shall be held and disbursed by the Xxxxxxx Money Escrow Agent pursuant to the terms of the Xxxxxxx Money Escrow Agreement Agreement, appended hereto as Exhibit 15.1 ------------ (the "Xxxxxxx Money Escrow Agreement") in ), which Xxxxxxx Money Escrow Agreement has been entered into by the form of Exhibit A annexed hereto. On or before December 24Seller, 1999, if Purchaser has not theretofore elected to terminate this Agreement pursuant to Section 13.2 hereof, Purchaser shall deposit with the Escrow Agent the additional sum of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") Buyer and in such event the term "Deposit" as used in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($800,000) deposited with the Xxxxxxx Money Escrow Agent. Purchaser At closing, the Xxxxxxx Money Escrow Deposit shall be entitled returned to receive all interest earned with respect 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, Buyer and Seller shall execute written instructions to the Xxxxxxx Money Escrow Agent directing it to deliver the Xxxxxxx Money Escrow Deposit prior to the date of payment of the Deposit (except Seller as otherwise liquidated damages, as provided in Section 12 hereof) and15.2. If the Closing does not occur because Seller materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Buyer has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, if Purchaser so instructs, Purchaser Buyer and Benedek Seller shall instruct execute written instructions to the Xxxxxxx Money Escrow Agent directing it to pay any such interest accumulated on deliver the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Xxxxxxx Money Escrow Agent to pay the Deposit to Benedek Buyer and Buyer may seek specific performance of this Agreement, as provided in immediately available funds. In the event the transactions contemplated by this Agreement are not consummated in accordance with the terms hereof, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if this Agreement is terminated by Purchaser pursuant to Sections 13.2 or 14, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon to Purchaser15.3.

Escrow Deposit. On Immediately following the date hereofexecution and delivery of this Agreement, Purchaser has deposited with Shack & XxxxxxAcquiror shall deliver 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, P.C. registered in the nominee name of the Escrow Agent as escrow agent hereunder until such Escrowed Shares are released from the escrow fund (the "“Escrow Fund”) (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 by the 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"), the sum Stockholders shall provide the Escrow Agent with one Business Day’s (as defined below) advance written notice; no notice is required for subsequent cash deliveries. During the period that any of Two Hundred Fifty Thousand Dollars ($250,000) (the "Deposit"), which amount shall be Escrowed Shares are held and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement (the "Escrow this Agreement") in the form of Exhibit A annexed hereto. On or before December 24, 1999, if Purchaser has not theretofore elected to terminate this Agreement pursuant to Section 13.2 hereof, Purchaser shall deposit with the Escrow Agent shall send out any proxy notices that it receives to the additional sum General Counsel of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") Lazard Real Estate Partners LLC at 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 and in such event shall vote each Escrowed Share at each meeting of the term "Deposit" as used in this Agreement shall mean the aggregate sum stockholders of Eight Hundred Thousand Dollars ($800,000) deposited with the Escrow Agent. Purchaser shall be entitled to receive all interest earned Acquiror, or with respect to the Deposit prior to the date of payment of the Deposit (except as otherwise provided in Section 12 hereof) andeach written consent solicited, if Purchaser so instructs, Purchaser and Benedek shall instruct the Escrow Agent to pay any such interest accumulated on the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Escrow Agent to pay the Deposit to Benedek in immediately available funds. In the event the transactions contemplated by this Agreement are not consummated solely in accordance with the terms hereof, Purchaser and Benedek shall instruct written instructions of Stockholders. During the period that any of the Escrowed Shares are held by the Escrow Agent pursuant to disburse this Agreement, the Deposit 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 thereon in accordance with Section 12 hereof; provided, however, that if this Agreement is terminated by Purchaser on such cash promptly and directly to Stockholders pursuant to Sections 13.2 written instructions from the Stockholders that shall include any applicable pro rata payment percentages for each Stockholder. Any Escrowed Shares or 14other equity securities (including securities convertible into shares of Acquiror Stock or other equity securities), Purchaser 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 added to and Benedek shall instruct 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 disburse determine what change, if any, may be required to amend the Deposit and all interest earned thereon terms of this Agreement to Purchasergive effect to the inclusion of such New Shares in the escrow created by this Agreement.

Escrow Deposit. On Simultaneously with the date hereofexecution and delivery of this Agreement, Purchaser has deposited with Shack & Xxxxxx, P.C. Buyer (the "Escrow Agent"), the sum or an affiliate of Two Hundred Fifty Buyer) will deposit Seventy-Five Thousand Dollars ($250,00075,000) (the "“Escrow Deposit"), which amount ”) to be held in escrow. The Escrow Deposit shall be held and disbursed by Pxxxxxx Communications, L.L.C. as the escrow agent (the “Escrow Agent Agent”) pursuant to the terms of the Escrow Agreement a mutually agreeable escrow agreement (the "“Escrow Agreement") ”), substantially in the form of Exhibit A annexed attached hereto. On or before December 24, 1999, if Purchaser has not theretofore elected to terminate this Agreement pursuant to Section 13.2 hereof, Purchaser shall deposit with Any fees charged by the Escrow Agent shall be paid by Seller. The Escrow Deposit shall be the additional sum sole and exclusive recourse of Five Hundred Fifty Seller for any breach of this Agreement by Buyer. Prior to 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 ($550,000)(the "Additional Deposit"40,000) and in such event the term "Deposit" as used in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($800,000) deposited with the Escrow AgentDeposit to Seller (such amount actually disbursed to Seller, the “Initial Disbursement”). Purchaser 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 entitled to receive all interest earned with respect to a credit against the Deposit prior to Purchase Price and (ii) the date of payment balance of the Escrow Deposit (except as otherwise provided in Section 12 hereof) and, if Purchaser so instructs, Purchaser and Benedek any interest accrued thereon shall instruct be disbursed by the Escrow Agent to pay any such interest accumulated on the Closing Date to Benedek in payment to be credited toward Seller as a credit against the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Escrow Agent to pay the Deposit to Benedek in immediately available funds. In the event the transactions contemplated by this Agreement are not consummated in accordance with the terms hereof, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if If this Agreement is terminated by Purchaser Seller pursuant to Sections 13.2 or 14Section 11.1(b), Purchaser the Escrow Deposit and Benedek any interest accrued thereon shall instruct be disbursed by the Escrow Agent to disburse Seller. If this Agreement is otherwise terminated pursuant to its terms, the Escrow Deposit and all any interest earned accrued thereon shall be promptly disbursed by the Escrow Agent to PurchaserBuyer and Seller shall not, by any act or omission, delay or prevent any such payment.

Escrow Deposit. On Within five (5) Business Days prior to the date hereofClosing Date the number of newly issued shares of ARC Common Stock equal one hundred twenty five percent (125%) of the amount which is ten percent (10%) of the Purchase Price (the “Escrow Shares”), Purchaser has valued by reference to the average VWAP for the twenty (20) Trading Day period prior to such issuance date, shall be deposited with Shack & Xxxxxx, P.C. (the "Escrow Agent"), the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Deposit"), which amount shall be held and disbursed by 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 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 Escrow Agent hereunder. During any and all periods in which Escrow Shares are held by the Escrow Agent, (i) the sole right to vote such shares shall be held by the Escrow Agent and may be exercised at the sole discretion of the Escrow Agreement Agent; and (ii) any and all dividends (other than stock dividends) issued by the "Escrow Agreement") Purchaser in respect of the form same class of Exhibit A annexed hereto. On or before December 24, 1999, if Purchaser has not theretofore elected to terminate this Agreement pursuant to Section 13.2 hereof, Purchaser shall deposit with capital stock as the Escrow Agent the additional sum of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") and in such event the term "Deposit" as used in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($800,000) deposited with the Escrow Agent. Purchaser Shares shall be entitled to receive all interest earned with respect to the Deposit prior to the date of payment of the Deposit (except as otherwise provided in Section 12 hereof) and, if Purchaser so instructs, Purchaser tendered and Benedek shall instruct returned by the Escrow Agent to pay any such interest accumulated on the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Escrow Agent to pay the Deposit to Benedek in immediately available funds. In the event the transactions contemplated by this Agreement are not consummated in accordance with the terms hereof, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if this Agreement is terminated by Purchaser pursuant to Sections 13.2 or 14, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon to PurchaserCompany.

Escrow Deposit. On Within one (1) business day of the date hereofof this Agreement, Purchaser has deposited with Shack & Xxxxxx, P.C. (the "Escrow Agent"), the sum Buyer shall make a deposit by wire transfer of immediately available funds or a letter of credit from a bank acceptable to Seller of Two Million Two Hundred Fifty Twenty-Five Thousand Dollars ($250,0002,225,000) (the "“Escrow Deposit"), which amount shall be held and disbursed by ”) with the escrow agent (the “Escrow Agent Agent”) pursuant to the terms of the Escrow Agreement (the "“Escrow Agreement"”) in the form of Exhibit A annexed hereto. On or before December 24even date herewith by and among Buyer, 1999, if Purchaser has not theretofore elected to terminate this Agreement pursuant to Section 13.2 hereof, Purchaser shall deposit with the Escrow Agent the additional sum of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") Seller and in such event the term "Deposit" as used in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($800,000) deposited with the Escrow Agent. Purchaser At Closing, the Escrow Deposit (if cash) shall be entitled disbursed to receive Seller and applied to the Purchase Price, and any interest accrued thereon shall be disbursed to Buyer. If this Agreement is terminated by Seller pursuant to Section 10.1(c), the Escrow Deposit and all interest earned with respect accrued thereon shall be disbursed to Seller (through distribution of monies being held by Escrow Agent or, as the case may be, by drawing down on the letter of credit) and credited as liquidated damages under Section 10.5 hereof. If this Agreement is terminated for any other reason, the Escrow Deposit prior and all interest accrued thereon shall be disbursed to the date of payment of the Deposit Buyer (except as otherwise provided in Section 12 hereof) andor, if Purchaser so instructsa letter of credit, Purchaser and Benedek shall instruct returned to Buyer). If the Escrow Deposit is a letter of credit, the Escrow Agent shall be instructed to pay any such interest accumulated draw down on the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser entire amount of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Escrow Agent Deposit if the letter of credit is not replaced with one of equal duration at least thirty (30) days prior to pay the Deposit to Benedek in immediately available funds. In the event the transactions contemplated by its expiration and this Agreement are has not consummated been terminated in accordance with its terms or Seller has made a claim for the terms hereof, Purchaser and Benedek 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 earned thereon in accordance with Section 12 hereof; providedto the party entitled thereto and shall not, howeverby any act or omission, that if this Agreement is terminated delay or prevent any such disbursement. Any failure by Purchaser pursuant Buyer to Sections 13.2 or 14, Purchaser and Benedek shall instruct make the Escrow Agent Deposit within one (1) business day of the date hereof constitutes a material default as to disburse which the Deposit and all interest earned thereon Cure Period under Section 10.1 does not apply, thereby entitling Seller to Purchaserimmediately terminate this Agreement.

Escrow Deposit. On the date hereofWithin three (3) business days after Purchaser’s receipt of a fully executed copy of this Agreement, Purchaser has deposited with Shack & Xxxxxx, P.C. (shall deliver an escrow deposit in the "Escrow Agent"), the sum amount of Two One Hundred Fifty Thousand and No/100 Dollars ($250,000150,000.00) (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), which amount then the Escrow Deposit shall be held and disbursed by non-refundable to Purchaser (except as otherwise expressly set forth in this Agreement). Escrow Agent shall place the Escrow Agent pursuant to the terms Deposit in an interest-bearing account at a financial institution whose accounts are insured by an agency of the Escrow Agreement federal government. If Purchaser defaults under this Agreement, after giving effect to all applicable notice and cure periods (the "Escrow Agreement") and Seller is not in the form of Exhibit A annexed hereto. On or before December 24default), 1999, if Purchaser has not theretofore elected Seller shall be entitled to terminate this Agreement pursuant to Section 13.2 hereof, Purchaser shall deposit with receive the Escrow Agent the additional sum of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") and in such event the term "Deposit" Deposit as used liquidated damages as provided in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars and as Seller’s sole and exclusive remedy. If Seller defaults under this Agreement, after giving effect to all applicable notice and cure periods ($800,000) deposited with the Escrow Agent. and Purchaser is not in default), Purchaser shall be entitled to receive all interest earned with respect to the Deposit prior to the date its election of payment of the Deposit (except remedies as otherwise provided in Section 12 hereof12(b) and, if Purchaser so instructs, Purchaser and Benedek shall instruct the Escrow Agent to pay any such interest accumulated on the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Escrow Agent to pay the Deposit to Benedek in immediately available fundshereafter. In the event of any dispute between Seller and Purchaser concerning disbursement of the transactions contemplated by this Agreement are not consummated 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 terms hereof, Purchaser and Benedek Title Company shall instruct the be released of all further liability with respect to such Escrow Agent to disburse the Deposit and all interest earned thereon in accordance with Section 12 hereofDeposit; provided, however, that if in the event Purchaser terminates this Agreement is terminated by Purchaser prior to the expiration date of the Feasibility Period and pursuant to Sections 13.2 or 14Section 5(b) hereof, Purchaser and Benedek shall instruct then, in such event, the Escrow Agent shall be irrevocably required to disburse release the Escrow Deposit and all interest earned thereon to PurchaserPurchaser in full termination of this Agreement.

Escrow Deposit. On Concurrently with the date hereofexecution and -------------- delivery of this Agreement by both Seller and Buyer, Purchaser has deposited Buyer shall deliver the Initial Deposit to First American Title Insurance Company, at its offices at 30 N. LaSalle Street, Suite 310, Chicago, IL 60602 (which company, ix xxx xxxxxxxx as escrow holder hereunder, is called "Escrow Holder"). If this Agreement is not terminated under Section 4.2.2, then Buyer shall deliver the Additional Deposit to Escrow Holder on July 28, 2006. If such Additional Deposit is not timely delivered, then Seller may terminate this Agreement, in which event the Initial Deposit and all interest thereon shall be immediately delivered to Seller as liquidated damages in accordance with Shack & XxxxxxSection 9.2. The Initial Deposit and, P.C. (if delivered, the Additional Deposit together with all interest earned thereon, are collectively herein called the "Escrow Agent"), the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Deposit"), which amount . The Escrow Deposit shall be delivered to Escrow Holder by wire transfer of immediately available federal funds or by bank or cashier's check drawn on a national bank reasonably satisfactory to Seller. The Escrow Deposit shall be held and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement (the "Escrow Agreement") in the form of Exhibit A annexed hereto. On or before December 24, 1999, if Purchaser has not theretofore elected to terminate this Agreement pursuant to Section 13.2 hereof, Purchaser shall Holder as a deposit with the Escrow Agent the additional sum of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") and in such event the term "Deposit" as used in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($800,000) deposited with the Escrow Agent. Purchaser shall be entitled to receive all interest earned with respect to the Deposit prior to the date of payment of the Deposit (except as otherwise provided in Section 12 hereof) and, if Purchaser so instructs, Purchaser and Benedek shall instruct the Escrow Agent to pay any such interest accumulated on the Closing Date to Benedek in payment to be credited toward against the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Escrow Agent to pay the Deposit to Benedek in immediately available funds. In the event the transactions contemplated by this Agreement are not consummated Price in accordance with the terms hereof, Purchaser and Benedek shall instruct provisions of this Agreement. At all times that the Escrow Agent to disburse the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if this Agreement is terminated being held by Purchaser pursuant to Sections 13.2 or 14, Purchaser and Benedek shall instruct the Escrow Agent Holder, the Escrow Deposit shall be invested by Escrow Holder in the following investments ("Approved Investments"): (i) United States Treasury obligations, (ii) United States Treasury backed repurchase agreements issued by a major money center banking institution reasonably acceptable to disburse Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as "Nations Treasury Reserves - Daily Shares (symbol NTRDX)" or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit and all shall be disposed of by Escrow Holder only as provided in this Agreement. All accrued interest earned thereon to Purchaseron the Escrow Deposit shall become part of the Escrow Deposit.

Escrow Deposit. On Within five (5) Business Days prior to the date hereofClosing Date the number of newly issued shares of ARC Common Stock equal one hundred twenty five percent (125%) of the amount which is ten percent (10%) of the Purchase Price (the “Escrow Shares”), Purchaser has valued by reference to the average VWAP for the twenty (20) Trading Day period prior to such issuance date, shall be deposited with Shack & Xxxxxx, P.C. (the "Escrow Agent"), the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Deposit"), which amount shall be held and disbursed by 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 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 Escrow Agent hereunder. During any and all periods in which Escrow Shares are held by the Escrow Agent, (i) the sole right to vote such shares shall be held by the Escrow Agent and may be exercised at the sole discretion of the Escrow Agreement Agent; and (ii) any and all dividends (other than stock dividends) issued by the "Escrow Agreement") Purchaser in respect of the form same class of Exhibit A annexed hereto. On or before December 24, 1999, if Purchaser has not theretofore elected to terminate this Agreement pursuant to Section 13.2 hereof, Purchaser shall deposit with capital stock as the Escrow Agent the additional sum of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") and in such event the term "Deposit" as used in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($800,000) deposited with the Escrow Agent. Purchaser Shares shall be entitled to receive all interest earned with respect to the Deposit prior to the date of payment of the Deposit (except as otherwise provided in Section 12 hereof) and, if Purchaser so instructs, Purchaser tendered and Benedek shall instruct returned by the Escrow Agent to pay any such interest accumulated on the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Escrow Agent to pay the Deposit to Benedek in immediately available funds. In the event the transactions contemplated by this Agreement are not consummated in accordance with the terms hereof, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if this Agreement is terminated by Purchaser pursuant to Sections 13.2 or 14, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon to PurchaserCompany.

Escrow Deposit. On Within three (3) business days of the date hereofexecution and -------------- delivery of this Agreement by all Parties, Purchaser has deposited Buyer will deposit with Shack & Xxxxxx, P.C. Media Venture Partners (the "Xxxxxxx Money Escrow Agent"), an irrevocable letter of credit in the sum amount of Two Three Hundred Fifty Thousand Dollars ($250,000350,000.00) (the "Xxxxxxx Money Escrow Deposit"), which amount . The Xxxxxxx Money Escrow Deposit shall be held and disbursed by the Xxxxxxx Money Escrow Agent pursuant to the terms of the Xxxxxxx Money Escrow Agreement Agreement, appended hereto as Exhibit 14.1 (the "Xxxxxxx Money Escrow Agreement") in ), which Xxxxxxx Money Escrow Agreement has been entered into by the form of Exhibit A annexed hereto. On or before December 24Seller, 1999, if Purchaser has not theretofore elected to terminate this Agreement pursuant to Section 13.2 hereof, Purchaser shall deposit with the Escrow Agent the additional sum of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") Buyer and in such event the term "Deposit" as used in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($800,000) deposited with the Xxxxxxx Money Escrow Agent. Purchaser At closing, the Xxxxxxx Money Escrow Deposit shall be entitled returned to receive all interest earned with respect Buyer. If the Closing does not occur 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, Buyer and Seller shall execute written instructions to the Xxxxxxx Money Escrow Agent directing it to deliver the Xxxxxxx Money Escrow Deposit prior to the date of payment of the Deposit (except Seller as otherwise liquidated damages, as provided in Section 12 hereof) and14.2. If the Closing does not occur because Seller materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Buyer has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, if Purchaser so instructs, Purchaser Buyer and Benedek Seller shall instruct execute written instructions to the Xxxxxxx Money Escrow Agent directing it to pay any such interest accumulated on deliver the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Xxxxxxx Money Escrow Agent to pay the Deposit to Benedek Buyer and Buyer may seek specific performance of this Agreement, as provided in immediately available funds. In the event the transactions contemplated by this Agreement are not consummated in accordance with the terms hereof, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if this Agreement is terminated by Purchaser pursuant to Sections 13.2 or 14, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon to Purchaser.14.3

Escrow Deposit. On Pursuant to Section 2.3(a), at the date hereofClosing the Buyer shall deposit the Indemnity Escrow Amount in immediately available funds in escrow with Citibank, Purchaser has deposited with Shack & Xxxxxx, P.C. N.A. (the "“Escrow Agent"), the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Deposit"”), which amount shall be held held, safeguarded and disbursed by released pursuant the escrow agreement between the Sellers’ Representative, Buyer and the Escrow Agent pursuant 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 (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) in by Wire Transfer to an account designated by the form Sellers’ Representative (a) the balance of Exhibit A annexed hereto. On or before December 24, 1999the Indemnity Escrow Amount, if Purchaser any, that (i) has not theretofore elected been paid to terminate this Agreement 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 13.2 hereof10.9, Purchaser shall deposit with less (b) an amount equal to the Escrow Agent the additional sum lesser of Five Hundred Fifty Thousand Dollars (i) such balance and (ii) Two Million dollars ($550,000)(the "Additional Deposit"2,000,000) and in (the “Special Indemnity Escrow Amount”). Upon the resolution of all such event unresolved claims, the term "Deposit" as used in this Agreement shall mean remaining Indemnity Escrow Amount (excluding the aggregate sum of Eight Hundred Thousand Dollars ($800,000) deposited with the Special Indemnity Escrow Agent. Purchaser shall be entitled to receive all interest earned with respect to the Deposit prior to the date of payment of the Deposit (except as otherwise provided in Section 12 hereof) andAmount), if Purchaser so instructsany, Purchaser will be paid, and Benedek the Buyer shall instruct cause the Escrow Agent to pay any such interest accumulated amount, to the Sellers’ Representative (for the benefit of the Sellers) by Wire Transfer to an account designated by the Sellers’ Representative. Pursuant to the terms of the Escrow Agreement, on the Closing Date to Benedek first anniversary of the expiration of the Escrow Period, the Escrow Agent, in payment to be credited toward the Purchase Price. At the Closing, contemporaneously accordance with the performance Escrow Agreement, will pay to the Sellers’ Representative (for the benefit of the Sellers) by Benedek 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 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. Upon the resolution of all such unresolved claims, the remaining Special Indemnity Escrow Amount, if any, will be paid, and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek Buyer shall instruct cause the Escrow Agent to pay such amount, to the Deposit Sellers’ Representative (for the benefit of the Sellers) by Wire Transfer to Benedek in immediately available funds. In an account designated by the event the transactions contemplated by this Agreement are not consummated in accordance with the terms hereof, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if this Agreement is terminated by Purchaser pursuant to Sections 13.2 or 14, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon to PurchaserSellers’ Representative.

Escrow Deposit. On By virtue of this Agreement and as partial security for any adjustments to the date hereof, Purchaser has deposited with Shack & Xxxxxx, P.C. (the "Escrow Agent"Closing Cash Consideration pursuant to Section 1.7 and Section 8.2(a)(iv), Parent shall withhold from the sum consideration payable to each Member at Closing pursuant to Section 1.1(b)(i)(B) an amount of Two Hundred Fifty Thousand Dollars ($250,000) (cash equal to such Member’s Pro Rata Ordinary Payment Portion of the "Deposit"), which Adjustment Escrow Amount and deposit such amount shall be held and disbursed by with the Escrow Agent (such total aggregate amount and all interest earned thereon, the “Adjustment Escrow Fund”). By virtue of this Agreement and as partial security for the indemnity obligations provided in Article VIII, Parent shall withhold from the consideration payable to each Member at Closing pursuant to Section 1.1(b)(i)(B) an amount of cash equal to such Member’s Pro Rata Ordinary Payment Portion of the Indemnification Escrow Amount and shall deposit such amount with the Escrow Agent (such total aggregate amount and all interest earned thereon, the “Indemnity Escrow Fund”). The Adjustment Escrow Fund and the Indemnity Escrow Fund, together, are referred to herein as the “Escrow Fund.” The right of each Member to receive the portion of the Escrow Fund deposited with the Escrow Agent shall be subject to the terms of (and, if applicable, shall be reduced as provided in) this Agreement. Distributions of any cash from the Escrow Fund shall be governed by the terms of the Escrow Agreement, Section 1.7(f)(ii) and Section 8.4(h). The Escrow Agreement (the "Escrow Agreement") shall provide that any amount remaining in the form Adjustment Escrow Fund after the final determination of Exhibit A annexed hereto. On or before December 24, 1999, if Purchaser has not theretofore elected to terminate this Agreement pursuant to the Closing Net Working Capital Amount in accordance with terms of Section 13.2 hereof, Purchaser shall deposit with 1.7 and the Escrow Agent the additional sum final resolution of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit"any claims under Section 8.2(a)(iv) and in such event the term "Deposit" as used in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($800,000) deposited with the Escrow Agent. Purchaser shall be entitled to receive all interest earned with respect to the Deposit that have been made prior to the date of payment final resolution of the Deposit (except as otherwise provided in Section 12 hereof) and, if Purchaser so instructs, Purchaser and Benedek Closing Net Working Capital Amount shall instruct be distributed to the Escrow Agent to pay any such interest accumulated on the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Escrow Agent to pay the Deposit to Benedek in immediately available funds. In the event the transactions contemplated by this Agreement are not consummated Members in accordance with their Pro Rata Ordinary Payment Portions. The adoption of this Agreement and the terms hereof, Purchaser and Benedek approval of the Transaction shall instruct constitute approval of all the arrangements relating to the Escrow Agent to disburse Fund, including, without limitation, the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if this Agreement is terminated by Purchaser pursuant to Sections 13.2 or 14, Purchaser and Benedek shall instruct appointment of the Escrow Agent to disburse the Deposit and all interest earned thereon to Purchaser.Member Representative. (h)

Escrow Deposit. On In accordance with Section 2.04 of the date hereofPlant Agreement, Purchaser has Authority shall collect Sewer Tap Fees from all purchasers or owners of lots requesting to tap into the Sewer Plant system. Authority shall charge each resident or property owner in the Development a Sewer Tap Fee in a minimum amount of $4,754.00 per lot. Authority shall charge builders in the Development a Sewer Tap Fee in a minimum amount of $5,500 per lot. Authority shall require that Sewer Tap Fees be paid upon request to tap into the Sewer Plant System. Authority agrees to deposit all Sewer Tap Fees in immediately available funds with the Escrow Agent upon receipt of such funds (such Sewer Tap Fees deposited with Shack & Xxxxxxthe Escrow Agent shall be referred to herein as the “Escrow Amount”). The Escrow Amount, P.C. together with all interest, dividends, income, capital gains and other amounts earned thereon or derived therefrom ("Escrow Income") pursuant to the investments made on such amount pursuant to Section 3 (collectively with the Escrow Amount, the "Escrow Funds"), will be available solely to fulfill the reimbursement obligations of Authority to Developer pursuant to Section 2.04 of the Plant Agreement. The Escrow Agent shall provide written acknowledgment to Developer and Authority upon receipt of any Escrow Amounts and agrees to hold the Escrow Amount in a separate and distinct account, in the name of [NAME OF ACCOUNT], as Escrow Agent for Authority and Developer (the "Escrow AgentAccount"), subject to the sum terms and conditions of Two Hundred Fifty Thousand Dollars ($250,000) (the "Deposit"), which amount this Agreement. The Escrow Fund shall be held as a trust fund and disbursed by 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 Agent pursuant to the terms of the Escrow Agreement (the "Escrow Agreement") in the form of Exhibit A annexed hereto. On or before December 24, 1999, if Purchaser has not theretofore elected to terminate this Agreement pursuant to Section 13.2 hereof, Purchaser shall deposit with the Escrow Agent the additional sum of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") and in such event the term "Deposit" as used in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($800,000) deposited with the Escrow Agent. Purchaser shall be entitled to receive all interest earned with respect to the Deposit prior to the date of payment of the Deposit (Funds except as otherwise provided in Section 12 hereof) and, if Purchaser so instructs, Purchaser and Benedek shall instruct the Escrow Agent to pay any such interest accumulated on the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the Closing, Purchaser and Benedek shall instruct the Escrow Agent to pay the Deposit to Benedek in immediately available funds. In the event the transactions contemplated by this Agreement are not consummated in accordance with the express terms hereof, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if conditions of this Agreement is terminated by Purchaser pursuant to Sections 13.2 or 14, Purchaser and Benedek shall instruct the Escrow Agent to disburse the Deposit and all interest earned thereon to PurchaserAgreement.