Initial Escrow Deposit. Simultaneously with the execution and delivery ---------------------- of this Agreement by both parties, Buyer has deposited with Media Services Group, Inc. ("Initial Escrow Agent"), a cash deposit of Five Hundred Thousand Dollars ($500,000) (the "Initial Escrow Deposit"). The Initial Escrow Deposit shall be held in an interest-bearing account and disbursed by Initial Escrow Agent pursuant to the terms of an escrow agreement in the form attached hereto as Exhibit 1 (the "Initial Escrow Agreement"), which Initial Escrow Agreement has been entered into by Seller, Buyer and Initial Escrow Agent simultaneously herewith.
Initial Escrow Deposit. 8 4.0 PURCHASE PRICE AND METHOD OF PAYMENT..................... 8 4.1. Consideration..................................... 8 4.2. Payment at Closing................................ 8 4.3. Allocation........................................ 8
Initial Escrow Deposit. (a) Upon the execution of this Agreement, Buyer will deliver to Xxxxx Fargo Bank, National Association (the “Escrow Agent”) cash in an amount equal to $500,000 by wire transfer of immediately available United States funds and Buyer will deliver to the Escrow Agent no later than 5:00 p.m. EST on the third Business Day after the date of this Agreement cash in an amount equal to $1.5 million by wire transfer of immediately available United States funds (including all interest accrued thereon, collectively, the “Initial Escrow Deposit”). The Initial Escrow Deposit will be held by the Escrow Agent during the Initial Escrow Period in an account and will be released as follows and in accordance with the terms of the escrow agreement entered into among Buyer, the Company and the Escrow Agent on the date hereof in the form of Exhibit C (the “Escrow Agreement”).
Initial Escrow Deposit. The Issuer shall have deposited $3,000,000 in the Escrow Account.
Initial Escrow Deposit. The parties hereby acknowledge and agree that, pursuant to Section 7.5(a) of the Merger Agreement, on the date hereof, Parent shall deposit an xxxxxxx money deposit of $2,500,000 in cash (the "Initial Deposit") with the Escrow Agent, in immediately available funds, to be held and disbursed in accordance with the terms hereof.
Initial Escrow Deposit. Buyer deposited the sum of Thirty Five Thousand Dollars ($35,000) with Sellers when it executed a letter of intent. Upon execution of this Agreement, Sellers shall return the $35,000 deposit and Buyer shall deposit with Wilmington Trust Company ("Initial Escrow Agent"), a cash deposit of Two Million Dollars ($2,000,000) (the "Initial Escrow Deposit"). The Initial Escrow Deposit shall be held in an interest-bearing account with a federally insured financial institution and disbursed by Initial Escrow Agent pursuant to the terms of an escrow agreement in the form attached hereto as Exhibit 1 (the "Initial Escrow Agreement"), which Initial Escrow Agreement has been entered into by Shareholders, Buyer and Initial Escrow Agent simultaneously herewith. The fees, if any, of the Initial Escrow Agent shall be borne equally between the Shareholders on the one hand, and the Buyer on the other hand, except that in the event of a dispute involving any part or all of the Initial Escrow Deposit the fees of the Initial Escrow Agent and the costs, including reasonable attorney's fees of the prevailing party, shall be borne by the non-prevailing party.
Initial Escrow Deposit. 8 ---------------------- 4. PURCHASE PRICE AND METHOD OF PAYMENT....................................................... 8 ------------------------------------ 4.1. CONSIDERATION.................................................................. 8 ------------- 4.2. PAYMENT AT CLOSING............................................................. 8 ------------------ 4.3. POST CLOSING ESCROW FUND....................................................... 10 ------------------------ 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SHAREHOLDER REGARDING THE COMPANY............. 11 ------------------------------------------------------------------------------ 5.1. EXISTENCE, POWER AND IDENTITY.................................................. 11 ----------------------------- 5.2. BINDING EFFECT................................................................. 11 -------------- 5.3. NO VIOLATION................................................................... 12 ------------ 5.4. GOVERNMENTAL AUTHORIZATIONS.................................................... 12 --------------------------- 5.5. CONTRACTS...................................................................... 13 --------- 5.6. INSURANCE...................................................................... 13 --------- 5.7.
Initial Escrow Deposit. Simultaneous with the execution of this Agreement, ---------------------- Buyer shall deposit with Wilmington Trust Company ("Initial Escrow Agent"), a cash deposit of Five Hundred Thousand Dollars ($500,000) (the "Initial Cash Escrow Deposit"). The Initial Cash Escrow Deposit shall be held in an interest- bearing account with a federally insured financial institution and the Initial Cash Escrow Deposit shall be disbursed by Initial Escrow Agent pursuant to the terms of an escrow agreement in the form attached hereto as Exhibit 1 (the "Initial Escrow Agreement"), which Initial Escrow Agreement has been entered into by Company, Shareholder, Buyer and Initial Escrow Agent simultaneously herewith. The fees, if any, of the Initial Escrow Agent shall be borne equally between Company on the one hand, and Buyer on the other hand.
Initial Escrow Deposit. (a) Buyer has delivered to Xxxxx Fargo Bank, National Association (the “Escrow Agent”) cash in an amount equal to $2,000,000 (including all interest accrued thereon, collectively, the “Initial Escrow Deposit”). The Initial Escrow Deposit will be held by the Escrow Agent during the Initial Escrow Period in an account and will be released as follows and in accordance with the terms of the escrow agreement entered into among Buyer, the Company and the Escrow Agent on the date hereof in the form of Exhibit C (the “Escrow Agreement”).
Initial Escrow Deposit. Upon receipt of the Funding Amount pursuant to Section 2.02(a), the Paying Agent shall deposit with Wxxxx Fargo Bank, N.A. in its capacity as escrow agent (the “Escrow Agent”) in a separate escrow fund (the “Escrow Fund”) an amount in cash equal to the Aggregate Closing Escrow Amount. The Escrow Fund shall be subject to the terms and conditions of this Agreement and an escrow agreement executed by and among Parent, the Company, Seller Representatives and the Escrow Agent and attached hereto as Annex II (the “Escrow Agreement”) which provides for the establishment, funding and release of the following Escrow Fund sub-accounts:
