Common use of Cash Escrow Clause in Contracts

Cash Escrow. The Seller herewith deposits with the Escrow Agent, and the Escrow Agent acknowledges receipt of the sum of ($) which said sum shall be held by the Escrow Agent and disbursed as follows: (1) In the event the Seller completes the work and improvements in full accordance with the plans and specifications referred to above and upon Seller presenting to the Escrow Agent satisfactory evidence to assure that no mechanics' liens are outstanding or can attach on account of such work and/or improvements, the Escrow Agent shall thereupon pay to the Seller the sum deposited, or such lesser sum as the Loan Guaranty Officer may have approved, without interest, provided the Escrow Agent is in receipt of advice from the Loan Guaranty Officer of the Department of Veterans Affairs that the improvements have been satisfactorily completed. (2) In the event the Seller fails to complete all or any part of the improvements specified herein in full accordance with the said plans and specifications on or before the date specified in Paragraph 1 hereof, the Lender, with the approval of the Loan Guaranty Officer of the Department of Veterans Affairs, shall have the right to enter into a contract with any third party for the completion of such part of the work as the Seller has failed adequately to perform. In such event the Escrow Agent shall pay over, at the joint direction of the Lender and the Loan Guaranty Officer, all or any part of the escrowed funds in such amounts and to such persons as may be specified in such joint direction. The Seller hereby releases the Lender from any liability whatsoever to pay over or account for all or such part of the funds deposited hereunder as may be expended at the joint direction of the Lender and the Loan Guaranty Officer as provided herein. VA FORM MAY 2005 EXISTING STOCKS OF VA FORM 26-1849, APR 1999, WILL BE USED. (3) In the event the Lender, pursuant to the provisions of paragraph (2) hereof, proceeds to complete any of the uncompleted improvements, the Seller hereby irrevocably authorizes and empowers the Lender, its agents, employees, contractors and laborers to enter into and upon said premises for the purpose of carrying such work and improvements to completion and further authorizes and empowers the Lender to take charge of the property affected and all lands belonging to the Seller appurtenant thereto and which are a part of the total project as described and proposed in the loan application, loan report, plans and specifications, or other papers on file with the Department of Veterans Affairs and all equipment, material and appliances of the Seller located thereon and in the name of the Seller as an attorney-in-fact, to call upon and require all persons under contract with the Seller to do the work and supply the materials necessary for the completion of the work and improvements to perform under their contracts. Subject to the prior approval of the Department of Veterans Affairs, the Lender in so doing is empowered to make such changes, alterations, additions, or modifications as it deems to be necessary or expedient. Any unexpended balance of the sum deposited herewith after completion of any work or improvements undertaken pursuant to paragraphs (2) and (3) hereof and the approval thereof by the Department of Veterans Affairs shall be paid by the Escrow Agent to the Seller without interest, at the joint direction of the Lender and the Department of Veterans Affairs. (4) In the event the sum herewith deposited proves insufficient for any reason to effectuate completion of said work and improvements by the Lender, the said Xxxxxx shall make demands upon the Seller to deposit the additional sum needed to effect its completion and the Seller hereby agrees to supply to the Lender any and all sums needed over and above the amount of this deposit to complete said work and improvements.

Cash Escrow. The Seller herewith deposits with To secure the Principal Stockholders' various obligations under Section 1.8 and Article VII, the Principal Stockholders and Buyer agree to execute and deliver at the Closing the Escrow Agreement, substantially in the form of Exhibit A hereto (as may be amended, the "Escrow Agreement"). The Principal Stockholders and Buyer acknowledge and agree that at Closing, SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000) of the Purchase Price (the "Escrow Funds") shall be delivered to SunTrust Bank in Atlanta, Georgia as the escrow agent (the "Escrow Agent, and ") under the Escrow Agent acknowledges receipt of the sum of ($) which said sum shall Agreement, to be held by the Escrow Agent and disbursed in an interest-bearing escrow account (the "Escrow Account"). The Escrow Funds shall come from the Purchase Price proceeds of the Principal Stockholders on a pro rata basis. The Escrow Funds shall be released only as follows: , as set forth in the Escrow Agreement: (1I) In FIVE MILLION DOLLARS ($5,000,000) (less any pending escrow claims as set forth in 8 the Escrow Agreement) shall be released to the Principal Stockholders upon the earlier of (a) receipt by Buyer of audited financial statements of the Company for the fiscal year ended December 31, 2003 (provided, that Buyer in its discretion may accept unaudited financial statements), or (b) Xxxxx 00, 0000, (XX) the balance of the Escrow Funds (less any pending escrow claims as set forth in the Escrow Agreement) shall be released to the Principal Stockholders two (2) years after the Closing Date, (III) upon and according to joint written instructions by the Buyer and the Principal Stockholders, or (IV) as otherwise required under the Escrow Agreement. All interest on Escrow Funds shall be released only to the Principal Stockholders. Upon release of any principal Escrow Funds to the Principal Stockholders or Buyer as set forth hereunder and in the Escrow Agreement ("Principal Escrow Funds"), all accrued interest on such released Principal Escrow Funds shall be released to the Stockholders' Representative at such time. The investment of the Escrow Funds shall be mutually agreed upon in good faith by the Stockholders' Representative and Buyer, provided that in the event the Seller completes the work and improvements in full accordance with the plans and specifications referred to above and such parties cannot agree upon Seller presenting to the Escrow Agent satisfactory evidence to assure that no mechanics' liens are outstanding or can attach on account of such work and/or improvementsan investment, the Escrow Agent shall thereupon pay to the Seller the sum deposited, or such lesser sum as the Loan Guaranty Officer may have approved, without interest, provided the Escrow Agent is in receipt of advice from the Loan Guaranty Officer of the Department of Veterans Affairs that the improvements have been satisfactorily completed. (2) In the event the Seller fails to complete all or any part of the improvements specified herein in full accordance with the said plans and specifications on or before the date specified in Paragraph 1 hereof, the Lender, with the approval of the Loan Guaranty Officer of the Department of Veterans Affairs, shall have the right to enter into a contract with any third party for the completion of such part of the work as the Seller has failed adequately to perform. In such event the Escrow Agent shall pay over, at the joint direction of the Lender and the Loan Guaranty Officer, all or any part of the escrowed funds in such amounts and to such persons as may be specified in such joint direction. The Seller hereby releases the Lender from any liability whatsoever to pay over or account for all or such part of the funds deposited hereunder as may be expended at the joint direction of the Lender and the Loan Guaranty Officer as provided herein. VA FORM MAY 2005 EXISTING STOCKS OF VA FORM 26-1849, APR 1999, WILL BE USED. (3) In the event the Lender, pursuant to the provisions of paragraph (2) hereof, proceeds to complete any of the uncompleted improvements, the Seller hereby irrevocably authorizes and empowers the Lender, its agents, employees, contractors and laborers to enter into and upon said premises for the purpose of carrying such work and improvements to completion and further authorizes and empowers the Lender to take charge of the property affected and all lands belonging to the Seller appurtenant thereto and which are a part of the total project as described and proposed in the loan application, loan report, plans and specifications, or other papers on file with the Department of Veterans Affairs and all equipment, material and appliances of the Seller located thereon and in the name of the Seller as an attorney-in-fact, to call upon and require all persons under contract with the Seller to do the work and supply the materials necessary for the completion of the work and improvements to perform under their contracts. Subject to the prior approval of the Department of Veterans Affairs, the Lender in so doing is empowered to make such changes, alterations, additions, or modifications as it deems to be necessary or expedient. Any unexpended balance of the sum deposited herewith after completion of any work or improvements undertaken pursuant to paragraphs (2) and (3) hereof and the approval thereof by the Department of Veterans Affairs Funds shall be paid by invested as initially invested on the Escrow Agent to the Seller without interest, at the joint direction of the Lender and the Department of Veterans AffairsClosing Date. (4) In the event the sum herewith deposited proves insufficient for any reason to effectuate completion of said work and improvements by the Lender, the said Xxxxxx shall make demands upon the Seller to deposit the additional sum needed to effect its completion and the Seller hereby agrees to supply to the Lender any and all sums needed over and above the amount of this deposit to complete said work and improvements.

Cash Escrow. The Seller herewith deposits with At the Closing, Purchaser will deliver to Purchaser's counsel, Benesch Xxxxxxaxxxx Xxxxxx & Xxxxoff XXX ("BFCA"), for deposit into the IOLTA account of BFCA, by wire transfer of immediately available funds, an amount equal to Two Hundred Thousand Dollars ($200,000) (the "Escrow Amount"), to be held in trust on behalf of Purchaser and Retsky. Purchaser and Retsky hereby authorize and instruct BFCA to disburse the Escrow Amount (without further instructions from Retsky or Purchaser) as promptly as possible following receipt by BFCA of wire instructions for an interest-bearing escrow account in the joint name of Orion HealthCorp and Retsky (the "Cash Escrow Account") set up by City National Bank (the "Escrow Agent, and the ") to Escrow Agent acknowledges receipt for deposit into the Cash Escrow Account, by wire transfer of the sum of ($) which said sum shall immediately available funds, to be held by the Escrow Agent and disbursed as follows: (1) In the event the Seller completes the work and improvements in full accordance with the plans and specifications referred to above and upon Seller presenting to the Escrow Agent satisfactory evidence to assure that no mechanics' liens are outstanding or can attach on account of such work and/or improvements, the Escrow Agent shall thereupon pay to the Seller the sum deposited, or such lesser sum as the Loan Guaranty Officer may have approved, without interest, provided the Escrow Agent is in receipt of advice from the Loan Guaranty Officer of the Department of Veterans Affairs that the improvements have been satisfactorily completed. (2) In the event the Seller fails to complete all or any part of the improvements specified herein in full accordance with the said plans and specifications on or before the date specified in Paragraph 1 hereof, the Lender, with the approval of the Loan Guaranty Officer of the Department of Veterans Affairs, shall have the right to enter into a contract with any third party for the completion of such part of the work as the Seller has failed adequately to perform. In such event the Escrow Agent shall pay over, at the joint direction of the Lender and the Loan Guaranty Officer, all or any part of the escrowed funds in such amounts and to such persons as may be specified in such joint direction. The Seller hereby releases the Lender from any liability whatsoever to pay over or account for all or such part of the funds deposited hereunder as may be expended at the joint direction of the Lender and the Loan Guaranty Officer as provided herein. VA FORM MAY 2005 EXISTING STOCKS OF VA FORM 26-1849, APR 1999, WILL BE USED. (3) In the event the Lender, pursuant to the provisions terms of paragraph an Escrow Agreement between Retsky, Purchaser and Escrow Agent (2) hereof, proceeds to complete any the "Escrow Agreement"). Purchaser and Retsky hereby release BFCA from all liability associated with holding of the uncompleted improvements, Escrow Amount other than claims arising as a result of BFCA's willful misconduct and will jointly and severally indemnify BFCA from any and all liability associated with holding of the Seller hereby irrevocably authorizes Escrow Amount. Purchaser and empowers the Lender, its agents, employees, contractors and laborers to enter into and upon said premises Retsky acknowledge that BFCA is an intended third party beneficiary of this Agreement for the purpose of carrying such work enforcing the release and improvements indemnity provisions of this section." SECTION 3. Notwithstanding anything to completion and further authorizes and empowers the Lender to take charge contrary contained in Sections 2.3 or 2.4 of the property affected and all lands belonging Purchase Agreement to the Seller appurtenant thereto and which are a part of the total project as described and proposed contrary, in the loan application, loan report, plans and specificationsevent that the earn-out formula set forth therein does not result in a payment being due from Purchaser to Retsky, or other papers on file with the Department results in a payment being due that is less than Four Hundred Thousand Dollars ($400,000), then Retsky shall within five (5) days of Veterans Affairs and all equipmentfinal determination of such earn-out calculation transfer to Purchaser, material and appliances via wire transfer of the Seller located thereon and in the name of the Seller as immediately available U.S. funds to an attorney-in-factaccount specified by Purchaser for such purpose, to call upon and require all persons under contract with the Seller to do the work and supply the materials necessary for the completion of the work and improvements to perform under their contracts. Subject an amount equal to the prior approval of the Department of Veterans Affairs, the Lender in so doing is empowered to make such changes, alterations, additions, or modifications as it deems to be necessary or expedient. Any unexpended balance of the sum deposited herewith after completion of any work or improvements undertaken pursuant to paragraphs difference between Four Hundred Thousand Dollars (2$400,000) and (3) hereof and the approval thereof by the Department of Veterans Affairs shall be paid by the Escrow Agent to the Seller without interest, at the joint direction of the Lender and the Department of Veterans Affairs. (4) In the event the sum herewith deposited proves insufficient for any reason to effectuate completion of said work and improvements by the Lender, the said Xxxxxx shall make demands upon the Seller to deposit the additional sum needed to effect its completion and the Seller hereby agrees to supply to the Lender any and all sums needed over and above the amount of the earn-out actually due Retsky. Retsky acknowledges that his obligation to refund all or a portion of the Four Hundred Thousand Dollars ($400,000) specified in this deposit Section 3 of this Amendment falls outside of the remedy limitations otherwise set forth in the Purchase Agreement and that Purchaser may, in its sole discretion, seek to complete said work pursue a cause of action for breach of contract against Purchaser for recovery of such amounts. Any amount repaid by Retsky to Purchaser pursuant to this Section 3 of this Amendment shall be treated, to the extent permitted by law, as an adjustment to the Purchase Price. SECTION 4. Notwithstanding anything to the contrary contained in the Purchase Agreement, neither Rand nor Retsky shall be required to pay-off or terminate the capital lease obligation of Rand to Bank of the West (Churchixx) xx xxe amount of approximately $5,600 and improvementsPurchaser hereby waives any closing condition to the contrary. SECTION 5. Section 2.6 of the Purchase Agreement is hereby deleted in its entirety. Schedule 2.6 of the Purchase Agreement is hereby deleted in its entirety. SECTION 6. Section 4.33 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Cash Escrow. The Seller herewith deposits with the Escrow Agent, and the Escrow Agent acknowledges receipt of the sum of ($) which said sum shall be held by the Escrow Agent and disbursed as follows: (1) In the event the Seller completes the work and improvements in full accordance with the plans and specifications referred to above and upon Seller presenting to the Escrow Agent satisfactory evidence to assure that no mechanics' liens are outstanding or can attach on account of such work and/or improvements, the Escrow Agent shall thereupon pay to the Seller the sum deposited, or such lesser sum as the Loan Guaranty Officer may have approved, without interest, provided the Escrow Agent is in receipt of advice from the Loan Guaranty Officer of the Department of Veterans Affairs that the improvements have been satisfactorily completed. (2) In the event the Seller fails to complete all or any part of the improvements specified herein in full accordance with the said plans and specifications on or before the date specified in Paragraph 1 hereof, the Lender, with the approval of the Loan Guaranty Officer of the Department of Veterans Affairs, shall have the right to enter into a contract with any third party for the completion of such part of the work as the Seller has failed adequately to perform. In such event the Escrow Agent shall pay over, at the joint direction of the Lender and the Loan Guaranty Officer, all or any part of the escrowed funds in such amounts and to such persons as may be specified in such joint direction. The Seller hereby releases the Lender from any liability whatsoever to pay over or account for all or such part of the funds deposited hereunder as may be expended at the joint direction of the Lender and the Loan Guaranty Officer as provided herein. VA FORM MAY 2005 EXISTING STOCKS OF VA FORM 26-1849, APR 1999, WILL BE USED. (3) In the event the Lender, pursuant to the provisions of paragraph (2) hereof, proceeds to complete any of the uncompleted improvements, the Seller hereby irrevocably authorizes and empowers the Lender, its agents, employees, contractors and laborers to enter into and upon said premises for the purpose of carrying such work and improvements to completion and further authorizes and empowers the Lender to take charge of the property affected and all lands belonging to the Seller appurtenant thereto and which are a part of the total project as described and proposed in the loan application, loan report, plans and specifications, or other papers on file with the Department of Veterans Affairs and all equipment, material and appliances of the Seller located thereon and in the name of the Seller as an attorney-in-fact, to call upon and require all persons under contract with the Seller to do the work and supply the materials necessary for the completion of the work and improvements to perform under their contracts. Subject to the prior approval of the Department of Veterans Affairs, the Lender in so doing is empowered to make such changes, alterations, additions, or modifications as it deems to be necessary or expedient. Any unexpended balance of the sum deposited herewith after completion of any work or improvements undertaken pursuant to paragraphs (2) and (3) hereof and the approval thereof by the Department of Veterans Affairs shall be paid by the Escrow Agent to the Seller without interest, at the joint direction of the Lender and the Department of Veterans Affairs. (4) In the event the sum herewith deposited proves insufficient for any reason to effectuate completion of said work and improvements by the Lender, the said Xxxxxx shall make demands upon the Seller to deposit the additional sum needed to effect its completion and the Seller hereby agrees to supply to the Lender any and all sums needed over and above the amount of this deposit to complete said work and improvements.

Cash Escrow. The Seller herewith deposits At Closing, as contemplated by Section 2(a)(ii), Xxxxx Enterprises shall deposit, on behalf of the Turecamo Stockholders, an aggregate of $2,000,000 in cash from the Cash Portion (allocated among the Turecamo Stockholders as set forth on Schedule 1) (collectively, the "ESCROW CASH PORTION") into an escrow account (the "CASH ESCROW ACCOUNT") maintained with a mutually agreed upon independent escrow agent (the "ESCROW AGENT"). Such Escrow Cash Portion will be held for the Turecamo Stockholders (or, if applicable, Xxxxx Enterprises) as specified in an escrow agreement substantially in the form of Exhibit B hereto (the "CASH ESCROW AGREEMENT") to be executed by Xxxxx Enterprises, the Turecamo Stockholders and the Escrow Agent, . Interest earned on such Escrow Cash Portion shall be paid to the Turecamo Stockholders on a quarterly basis and shall not constitute a part of the Escrow Cash Portion. Xxxxx Enterprises and the Turecamo Stockholders agree that the Cash Escrow Agent acknowledges receipt Account shall be used solely to satisfy any obligations of the sum Turecamo Stockholders set forth in Section 7(b) hereof, including, with respect to all Third Party Claims for which the Turecamo Stockholders are the Indemnifying Parties, reimbursement of the fees and expenses ($including court costs and attorneys' fees and expenses) of the Party conducting the defense of such Third Party Claims in accordance with Section 7(e) hereof. With respect to each Third Party Claim for which said sum the Turecamo Stockholders are the Indemnifying Parties, the Cash Escrow Account may be used for the reimbursement of the fees and expenses of only one counsel for all of the Turecamo Stockholders. If and to the extent that not all the Escrow Cash Portion is used to satisfy obligations of the Turecamo Stockholders pursuant to this Section 2(f), then any remaining funds in the Cash Escrow Account shall be held released to the Turecamo Stockholders by the Escrow Agent and disbursed as follows: (1) In the event the Seller completes the work and improvements in full accordance with the plans terms of the Cash Escrow Agreement. The fees and specifications referred to above and upon Seller presenting to the Escrow Agent satisfactory evidence to assure that no mechanics' liens are outstanding or can attach on account expenses of such work and/or improvements, the Escrow Agent shall thereupon pay to the Seller the sum deposited, or such lesser sum as the Loan Guaranty Officer may have approved, without interest, provided the Escrow Agent is in receipt of advice from the Loan Guaranty Officer of the Department of Veterans Affairs that the improvements have been satisfactorily completed. (2) In the event the Seller fails to complete all or any part of the improvements specified herein in full accordance with the said plans and specifications on or before the date specified in Paragraph 1 hereof, the Lender, with the approval of the Loan Guaranty Officer of the Department of Veterans Affairs, shall have the right to enter into a contract with any third party for the completion of such part of the work as the Seller has failed adequately to perform. In such event the Escrow Agent shall pay over, at the joint direction of the Lender and the Loan Guaranty Officer, all or any part of the escrowed funds in such amounts and to such persons as may be specified in such joint direction. The Seller hereby releases the Lender from any liability whatsoever to pay over or account for all or such part of the funds deposited hereunder as may be expended at the joint direction of the Lender and the Loan Guaranty Officer as provided herein. VA FORM MAY 2005 EXISTING STOCKS OF VA FORM 26-1849, APR 1999, WILL BE USED. (3) In the event the Lender, pursuant to the provisions of paragraph (2) hereof, proceeds to complete any of the uncompleted improvements, the Seller hereby irrevocably authorizes and empowers the Lender, its agents, employees, contractors and laborers to enter into and upon said premises for the purpose of carrying such work and improvements to completion and further authorizes and empowers the Lender to take charge of the property affected and all lands belonging to the Seller appurtenant thereto and which are a part of the total project as described and proposed in the loan application, loan report, plans and specifications, or other papers on file with the Department of Veterans Affairs and all equipment, material and appliances of the Seller located thereon and in the name of the Seller as an attorney-in-fact, to call upon and require all persons under contract with the Seller to do the work and supply the materials necessary for the completion of the work and improvements to perform under their contracts. Subject to the prior approval of the Department of Veterans Affairs, the Lender in so doing is empowered to make such changes, alterations, additions, or modifications as it deems to be necessary or expedient. Any unexpended balance of the sum deposited herewith after completion of any work or improvements undertaken pursuant to paragraphs (2) and (3) hereof and the approval thereof by the Department of Veterans Affairs shall be paid by the Escrow Agent to the Seller without interest, at the joint direction of the Lender and the Department of Veterans AffairsXxxxx Enterprises. (4) In the event the sum herewith deposited proves insufficient for any reason to effectuate completion of said work and improvements by the Lender, the said Xxxxxx shall make demands upon the Seller to deposit the additional sum needed to effect its completion and the Seller hereby agrees to supply to the Lender any and all sums needed over and above the amount of this deposit to complete said work and improvements.