Common use of Escrow Deposit Clause in Contracts

Escrow Deposit. Within two (2) business days of the Effective Date, Buyer shall deliver $250,000 (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Escrow Deposit") to Chicago Title Insurance Company, 100 Xxxx Xxxxxx Xxxxxx, San Jose, California 95110 Attention: Lxxxx Xxxxxx (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Seller, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Holder"). In addition, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of $500,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall be in the form of Buyer's check which shall be held uncashed by the Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be made by a bank or cashier's check drawn on a major national money center banking institution (or by other delivery of good funds reasonably acceptable to Seller), and the amounts so deposited shall be held by Escrow Holder as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunder. At all times in which the Escrow Deposit is being held by the Escrow Holder, the Escrow Deposit shall be invested by Escrow Holder in the following investments (_xe "\"Approved Investments\":"_"Approved Investments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Holder only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.

Escrow Deposit. Within two three (23) business days after the full execution and delivery of the Effective Datethis Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($250,000 6,500,000) (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Escrow “Deposit"”) to Chicago First American Title Insurance Company, 100 Xxxx Xxxxxx at its offices at 0000 X. Xxxxx Xxxxxx, San JoseXxx Xxxx, California 95110 Xxxxxxxxxx, Attention: Lxxxx Xxxxxx (Xxxx Xxxxx, which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Sellercompany, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Holder")“Escrow Agent”. In additionThe Deposit, if Buyer shall deliver together with all interest earned thereon, is referred to herein as the "Approval Notice" prior “Escrow Deposit”. If, pursuant to the expiration Section 5 below, Seller elects to convey portions of the "Due Diligence Period"Property to Buyer in more than one conveyance, as provided then One Million Five Hundred Thousand Dollars (and defined$1,500,000) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in of the amount of $500,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall be in applied towards the form Installment Purchase Price of Buyer's check which the first closing of any such portion and the remainder of the Escrow Deposit shall be held uncashed by the Escrow Holder until such time as the Closing occurs or, pursuant applied to the terms hereofInstallment Purchase Price of the final closing, Seller notifies Escrow Holder and upon which Buyer that Seller believes in its good faith discretion that it is entitled to shall have acquired all of the Escrow DepositProperty (the “Final Closing”). The Initial Escrow Deposit to be made hereunder shall be made delivered to Escrow Agent by a wire transfer of immediately available federal funds or by bank or cashier's ’s check drawn on a major national money center banking institution (or by other delivery of good funds bank reasonably acceptable satisfactory to Seller), and the amounts so deposited . Such amount shall be held by Escrow Holder Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that If Buyer delivers the closing “Go Hard Notice” (as defined below), prior to the expiration of the transactions hereunder “Due Diligence Period” (as defined below), then the "Closing") will occur not later than December 30Escrow Deposit shall be non-refundable to Buyer, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the except as expressly provided in this Agreement. Upon delivery of all sums hereunder so the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as to avoid multiple wires or deliveries Exhibit “C”, shall be recorded by Seller and Buyer in the official records of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunderCounty. At all times in which that the Escrow Deposit is being held by the Escrow HolderAgent, the Escrow Deposit shall be invested by Escrow Holder Agent in the following investments (_xe "\"Approved Investments\":"_"Approved “Approved Investments"”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to SellerSeller 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 (iiiiv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Holder Agent only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.

Escrow Deposit. Within two (2) business days of the Effective DateConcurrently herewith, Buyer shall deliver $250,000 100,000 (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Initial Escrow Deposit") to Chicago Title Insurance Company, 100 Xxxx Xxxxxx at its offices at 1000 Xxxxxxxx Xxxxxx, San JoseSuite 1200, California 95110 Denver, Colorado 80202 , Attention: Lxxxx Xxxxxx Mej Exxxxxxxx (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Sellercompany, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Escrow Holder"). In addition, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount an additional deposit of $500,000 150,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall be in the form of Buyer's check which shall be held uncashed by the Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit Each deposit to be made hereunder shall be made by a bank or cashier's check drawn on a major national money center banking institution (Buyer delivering the applicable amount to Escrow Holder by wire transfer of immediately available federal funds or by other delivery of check evidencing good funds reasonably acceptable to Seller), and the amounts so deposited shall be held by Escrow Holder as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means shall mean the Initial Escrow Deposit and, from and after the delivery of good fundsdeposit thereof, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held by Escrow Holder hereunder. The amounts deposited hereunder shall be held by Escrow Holder as a deposit against the Purchase Price in escrow hereunderaccordance with the terms and provisions of this Agreement. At all times in which that the Escrow Deposit is being held by the Escrow Holder, the Escrow Deposit shall be invested by Escrow Holder in the following investments (_xe "\"Approved Investments\":"_"Approved Approved Investments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Holder only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.

Escrow Deposit. Within two Simultaneously with the execution of this Agreement, Buyer and Seller shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (2the “Escrow Agreement”). In accordance with the Escrow Agreement, Buyer shall, simultaneously with the execution of the Escrow Agreement, deliver One Million Dollars ($1,000,000) (the “Escrow Deposit”) to Commonwealth Land Title Company (the “Escrow Agent”), which amount shall be retained by Escrow Agent pursuant to the terms and conditions of the Escrow Agreement until the Closing, and the parties shall use commercially reasonable efforts to cause the escrow account to be opened so that the funds delivered can be invested within three (3) business days of the Effective Date, Buyer shall deliver $250,000 (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Escrow Deposit") to Chicago Title Insurance Company, 100 Xxxx Xxxxxx Xxxxxx, San Jose, California 95110 Attention: Lxxxx Xxxxxx (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Seller, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Holder"). In addition, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of $500,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall be in the form of Buyer's check which shall be held uncashed by the Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be made by a bank or cashier's check drawn on a major national money center banking institution (or by other delivery of good funds reasonably acceptable to Seller), and the amounts so deposited shall be held by Escrow Holder as a deposit against the Purchase Price in accordance with the terms and provisions execution of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunder. At all times in which the Escrow Deposit is being held by the Escrow Holder, the Escrow Deposit shall be invested by Escrow Holder in the following investments (_xe "\"Approved Investments\":"_"Approved Investments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed disbursed to Seller at Closing by wire transfer of immediately available funds. If this Agreement is terminated prior to Closing for any reason other than due to a breach or default by Buyer in accordance with the provisions of Section 8.1(a)(i), Escrow Holder only as provided in this Agreement. Notwithstanding anything Agent shall refund to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit and all accrued interest thereon in accordance with the provisions of the Escrow Agreement. If this Agreement is terminated prior to Closing in accordance with the provisions of Section 8.1(a)(i) due to breach or default on the part of Buyer, Escrow Agent shall pay to Seller the Escrow Deposit and shall pay to Buyer all interest accrued thereon in accordance with the provisions of the Escrow Agreement. Interest on the Escrow Deposit prior to Closing shall accrue for the benefit of Buyer, and upon Closing shall be paid to Buyer, provided, that, if Buyer wrongfully withholds the Escrow Deposit from Seller, then at the point the Escrow Deposit are wrongfully withheld, pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow DepositAgreement, Buyer's check for interest on the Additional Escrow Deposit shall be returned accrue for the benefit of Seller. The parties shall each instruct the Escrow Agent to Buyer uncasheddisburse the Escrow Deposit and all interest thereon to the party entitled thereto and shall not, by any act or omission, delay or prevent any such disbursement.

Escrow Deposit. Within two ten (210) business days after the execution and delivery -------------- of the Effective Datethis Agreement by all Parties, Buyer shall deliver $250,000 will deposit with Media Services Group, Inc. (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Xxxxxxx Money Escrow Deposit") to Chicago Title Insurance Company, 100 Xxxx Xxxxxx Xxxxxx, San Jose, California 95110 Attention: Lxxxx Xxxxxx (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Seller, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow HolderAgent"). In addition, if Buyer shall deliver the "Approval Notice" prior to the expiration an irrevocable letter of the "Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check credit in the amount of Two Hundred Thirty Five Thousand Dollars ($500,000 235,000.00) (the "Additional Xxxxxxx Money Escrow Deposit") to Escrow Holder). The Additional Xxxxxxx Money Escrow Deposit shall be in the form of Buyer's check which shall be held uncashed and disbursed by the Xxxxxxx Money Escrow Holder until such time as the Closing occurs or, Agent pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be made by a bank or cashier's check drawn on a major national money center banking institution (or by other delivery of good funds reasonably acceptable to Seller), and the amounts so deposited shall be held by Escrow Holder as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder Xxxxxxx Money Escrow Agreement, appended hereto as Exhibit 14.1 (the "ClosingXxxxxxx Money Escrow Agreement") will occur not later than December 30), 1997which Xxxxxxx Money Escrow Agreement has been entered into by the Seller, Buyer and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunderXxxxxxx Money Escrow Agent. As used hereinAt closing, the term "Escrow Deposit" means the Initial Escrow Deposit and, from and after the delivery of good funds, the Additional Xxxxxxx Money Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunder. At all times in which the Escrow Deposit is being held by the Escrow Holder, the Escrow Deposit shall be invested by Escrow Holder in the following investments (_xe "\"Approved Investments\":"_"Approved Investments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Holder only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer. If the Closing does not occur because Buyer uncashed.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 to Seller as liquidated damages, as provided in Section 14.2. 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, Buyer and Seller shall execute written instructions to the Xxxxxxx Money Escrow Agent directing it to deliver the Xxxxxxx Money Escrow Deposit to Buyer and Buyer may seek specific performance of this Agreement, as provided in Section 14.3

Escrow Deposit. Within two (2) business days of following the Effective Date, Buyer shall deliver a $250,000 1,000,000.00 irrevocable letter of credit (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Escrow DepositDeposit L/C") in form reasonably acceptable to Chicago Seller drawn on a major bank reasonably acceptable to Seller to Fidelity National Title Insurance Company, 100 Xxxx Xxxxxx Xxxxxx200 Xxxxxxxx Xxxxxxx, San JoseXxxxx 0000, California 95110 Xxxxxxx, Xxxxxxx 00000, Attention: Lxxxx Xxxxxx Sxxxx X. Xxxxx (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Sellercompany, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Escrow Holder"). In additionBuyer shall at all times keep the Deposit L/C in full force and effect. If Buyer shall fail to renew or extend the Deposit L/C within thirty (30) days of its expiration date (as such expiration date may be extended from time to time), which failure shall not be cured within three (3) business days following delivery of notice from Escrow Holder to Buyer (and in all events not later than five (5) business days prior to its expiration date), Escrow Holder is irrevocably instructed (without further authorization and notwithstanding any objections of Buyer) to draw down such Deposit L/C and to retain the proceeds thereof in escrow hereunder. The Deposit L/C (and the proceeds thereof, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defineddrawn hereunder) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of $500,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall be in the form of Buyer's check which shall be held uncashed by the Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be made by a bank or cashier's check drawn on a major national money center banking institution (or by other delivery of good funds reasonably acceptable to Seller), and the amounts so deposited shall be held by Escrow Holder as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunder. At all times in which the Escrow Holder is holding the proceeds of the Deposit is being held by the Escrow HolderL/C, the Escrow Deposit such proceeds shall be invested by Escrow Holder in the following investments (_xe "\"Approved Investments\":"_"Approved Approved Investments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit L/C, and any proceeds thereof (including any interest thereon), shall be disposed of by Escrow Holder only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.

Escrow Deposit. Within two ten (210) business calendar days of after the Effective DateDate (as defined in Section 4.1.1 below), Buyer shall deliver the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($250,000 (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Escrow Deposit"500,000.00) to Chicago First American Title Insurance Company, 100 Xxxx Xxxxxx Company at its offices at 800 Xxxxxxx Xxxxxx, San JoseXxx Xxxx Xxxxxx, California 95110 Xxxxxxxxxx 00000- Attention: Lxxxx Xxxxxx Lxxx Xxxxxxxx; Telephone No. (000) 000-0000, which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Sellercompany, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Holder"“Escrow Agent” (this amount, together with all interest earned thereon, are collectively herein called the “Initial Escrow Deposit”). In addition, if If Buyer shall deliver the "Approval Notice" does not terminate this Agreement prior to the expiration of the "Due Diligence Period (as hereinafter defined), then on or prior to the last day of the Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of deposit an additional Five Hundred Thousand Dollars ($500,000 500,000.00) (the "“Additional Escrow Deposit"”) with Escrow Agent; the Initial Escrow Deposit and, if made, the Additional Escrow Deposit (as hereinafter defined), together with all interest earned thereon, are referred to collectively in this Agreement as the “Escrow HolderDeposit”. The Additional Escrow Deposit shall be in the form delivered to Escrow Agent by wire transfer of Buyer's check which shall be held uncashed immediately available federal funds or by the Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be made by a bank or cashier's ’s check drawn on a major national money center banking institution (or by other delivery of good funds bank reasonably acceptable satisfactory to Seller), and the amounts so deposited . The Escrow Deposit shall be held by Escrow Holder Agent as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunder. At all times in which that the Escrow Deposit is being held by the Escrow HolderAgent, the Escrow Deposit shall be invested by Escrow Holder Agent in the following investments (_xe "\"Approved Investments\":"_"Approved “Approved Investments"”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to SellerSeller and Buyer, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Holder Agent only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.

Escrow Deposit. Within two (2) business days Upon the effectiveness of the Effective DateAssignment, Buyer shall deliver $250,000 (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Escrow Deposit") to Chicago Title Insurance Company, 100 Xxxx Xxxxxx Xxxxxx, San Jose, California 95110 Attention: Lxxxx Xxxxxx (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Seller, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow Holder"). In addition, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of $500,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall be in the form of Buyer's check which shall be held uncashed by the Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be made by a bank or cashier's check drawn on a major national money center banking institution (or by other delivery of good funds reasonably acceptable to Seller), and the amounts so deposited shall be held by Escrow Holder as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. The parties hereto hereby acknowledge that the closing of the transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunder. At all times in which the Escrow Deposit is being held by the Escrow Holder, the Escrow Deposit shall be invested by Escrow Holder in the following investments (_xe "\"Approved Investments\":"_"Approved Investments"): (i) United States Treasury obligationsthe Company and each New Commitment Party shall automatically be deemed to have released their respective signature pages to the Joinder Agreement (as defined in the Escrow Agreement) attached hereto as Schedule 7, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable the Company and Barclays shall automatically be deemed to Sellerhave released their respective signature pages to the Joint Escrow Distribution Notices attached hereto as Schedule 8A, or and (iii) the Company and each AHG Commitment Party shall automatically be deemed to have released their respective signature pages to the Joint Escrow Distribution Notice attached hereto as Schedule 8B, in each case, with such other manner changes as may reasonably be reasonably agreed required by the Escrow Agent (and consented to by Seller Barclays and Buyer. The Escrow Deposit shall the Majority Ad Hoc Group Parties, as applicable, such consent not to be disposed of by Escrow Holder only as provided in this Agreement. Notwithstanding anything unreasonably withheld, conditioned or delayed) to give effect to the contrary contained herein intended distributions as described therein. For the avoidance of doubt, the intended purpose of the Joinder Agreement is to join the New Commitment Parties to the Escrow Holder shall not be obligated or entitled Agreement and the intended purpose of the Joint Escrow Distribution Notices is to cash instruct the Buyer's check escrow agent identified therein to (a) deposit funds from the New Commitment Party Escrow Account of each respective New Commitment Party into Escrow Accounts established for each such New Commitment Party in the Additional amounts set forth in Schedule 3 attached hereto and (b) distribute the balance of the funds in each of the New Commitment Party Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant Accounts to the terms hereofNew Commitment Party (or Affiliate thereof) in whose name such New Commitment Party Escrow Account was established. In the event that the Escrow Agent does not accept one or more of the Joinder Agreements or the Joint Escrow Distribution Notices delivered to it pursuant to the terms hereof Buyer is entitled immediately preceding sentence, or does not promptly effectuate all the distributions and other transactions contemplated thereby, the Company and the New Commitment Parties shall cooperate in good faith and use commercially reasonable efforts to cause the Escrow Agent to accept such Joinder Agreement(s) or Joint Escrow Distribution Notice(s), as applicable, and effectuate all the distributions and other transactions contemplated thereby as promptly as practicable. Such deposits shall be deemed deposits made under the Investment Agreement and subject to the return terms of the Investment Agreement and the Escrow DepositAgreement; provided, Buyer's check for however, that notwithstanding anything in the Additional Escrow Deposit Investment Agreement to the contrary, no Debt Commitment Party or Equity Commitment Party Transferring the Investment Interests to the New Commitment Parties pursuant to this Assignment shall be returned eligible to Buyer uncashed.withdraw any amounts currently deposited in its Escrow Account as a result of the Transfer of the Investment Interests or the corresponding deposits made by the New Commitment Parties in accordance with this Section 2(e). For the avoidance of doubt,

Escrow Deposit. Within two (2) business days of On or before the Effective Datedate that is one Business Day after the date on which this Agreement is executed and delivered by both Seller and Buyer, Buyer shall deliver $250,000 (together with all interest thereon, the _xe "\"Escrow Deposit\":"_"Initial Escrow Deposit") Deposit to Chicago First American Title Insurance Company, 100 Xxxx Xxxxxx at its offices at 0000 X Xxxxxx, San JoseXX, California 95110 Xxxxx 000X, Xxxxxxxxxx, X.X. 00000, Attention: Lxxxx Xxxxxx Fuchtenberg (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, and reasonably approved by Sellercompany, in its capacity as escrow holder hereunder, is called _xe "\"Escrow Holder\":"_"Escrow “Escrow Holder"”). In addition, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of $500,000 (the "Additional Escrow Deposit") to Escrow Holder. The Additional Escrow Deposit shall be in the form of Buyer's check which shall be held uncashed by the delivered to Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be made by a wire transfer of immediately available federal funds or by bank or cashier's ’s check drawn on a major national money center banking institution (or by other delivery of good funds bank reasonably acceptable satisfactory to Seller), and the amounts so deposited . The Escrow Deposit shall be held by Escrow Holder as a deposit against the Purchase Price Price, and shall be invested by Escrow Holder, in accordance with the terms and provisions of this Agreement. The parties , and a separate escrow agreement in the form of Exhibit “D” attached hereto hereby acknowledge that and dated the closing of the transactions hereunder date hereof by and among Buyer, Seller and Escrow Agent (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as to avoid multiple wires or deliveries of funds hereunder. As used herein, the term "Escrow Deposit" means the Initial Escrow “Interim Deposit and, from and after the delivery of good funds, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held in escrow hereunderAgreement”). At all times in which that the Escrow Deposit is being held by the Escrow Holder, the Escrow Deposit shall be invested by Escrow Holder in the following investments (_xe "\"Approved Investments\":"_"Approved “Approved Investments"”): (i) United States Treasury obligations, (ii) United States Treasury-Treasury backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to SellerSeller 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 (iiiiv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Holder only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received All accrued interest on the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return shall become part of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.