Common use of Deposit and Escrow Clause in Contracts

Deposit and Escrow. (a) The Company and each Purchaser hereby appoint Morse, Zelnick, Rose & Lander, LLP to act as escrow agent (“Escrow Agent”) in connection with the transactions contemplated hereby upon the following terms and conditions: (b) Simultaneously with the execution and delivery of this Agreement, Purchaser shall wire transfer such Purchaser’s Subscription Amount to the Escrow Agent’s Attorney Trust IXXX Account (the “IXXX Account”), a non-interest bearing account maintained at J.X. Xxxxxx Cxxxx Bank, in accordance with the following instructions: JX Xxxxxx Chase 500 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 For credit to the account of: Mxxxx Zxxxxxx Xxxx & Lxxxxx, LLP Attorney Trust IXXX Account Reference: Protalex, Inc. Private Placement ABA#000000000 Account #967086639 (c) Escrow Agent shall hold such Subscription Amount in escrow in accordance with the terms hereof. (d) At the Closing in accordance with the terms of this Agreement, Escrow Agent shall deliver the Subscription Amount to the Company. (e) If the Closing does not take place on or before January 31, 2014 (unless extended by the Company in its sole discretion for up to 15 days upon notice to the Purchasers and the Escrow Agent), Escrow Agent shall return the Subscription Amount to Purchaser as soon as reasonably practicable thereafter but no later than February 10, 2014. (f) It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of Section 2.4(g) are purely ministerial in nature, and Escrow Agent shall incur no liability whatever, except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to pay the Subscription Amount; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, the Company and Purchaser; (vi) Except as otherwise provided in Section 2.4(g), the Company shall reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys' fees and disbursements, incurred without fraud, willful misconduct or gross negligence on the part of Escrow Agent, arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement (other than any claim or liability arising out of Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Agreement); (vii) Each of the Company and Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder (other than any fraud, willful misconduct, gross negligence or breach of this Agreement by Escrow Agent); and (viii) Escrow Agent may resign upon not less than ten (10) days written notice to the Company and Purchaser, provided that a successor Escrow Agent has then been appointed. If a successor Escrow Agent is not appointed by the Company and Purchasers within such ten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. (g) Escrow Agent is acting solely as a stakeholder with respect to the Subscription Amount. Escrow Agent, except as provided in paragraphs (d) and (e) of Section 2.4, shall not deliver the Subscription Amount to the Company or Purchaser, except on ten (10) days' prior written notice to the Company and Purchaser and only if neither such party shall object within such ten (10) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of a Subscription Amount or as to whom Subscription Amount is to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold such Subscription Amount until receipt by Escrow Agent of an authorization in writing, signed by the Company and Purchaser, directing the disposition of the such Subscription Amount (together with all interest thereon, if any), or, in the absence of such authorization, Escrow Agent shall hold the Subscription Amount (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Subscription Amount (together with all interest thereon, if any), in court pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Subscription Amount, or if the Subscription Amount is split between the Company and Purchaser, such costs of Escrow Agent shall be split, pro rata, between the Company and Purchaser, in inverse proportion to the amount. (h) Escrow Agent has executed this Agreement solely to confirm that the Subscription Amount has been deposited into the IXXX Account.

Deposit and Escrow. (a) The Company and each Purchaser hereby appoint Morse, Zelnick, Rose & Lander, LLP to act as escrow agent (“Escrow Agent”) in connection with the transactions contemplated hereby upon the following terms and conditions: (b) Simultaneously with the execution and delivery of this Agreement, Purchaser shall wire transfer such Purchaser’s Subscription Amount to the Escrow Agent’s Attorney Trust IXXX Account (the “IXXX Account”), a non-interest bearing account maintained at J.X. Xxxxxx Cxxxx Bank, in accordance with the following instructions: JX Xxxxxx Chase 500 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 For credit to the account of: Mxxxx Zxxxxxx Xxxx & Lxxxxx, LLP Attorney Trust IXXX Account Reference: Protalex, Inc. Private Placement ABA#000000000 Account #967086639 (c) Escrow Agent shall hold such Subscription Amount in escrow in accordance with the terms hereof. (d) At the Closing Closing, in accordance with the terms of this Agreement, Escrow Agent shall deliver the Subscription Amount to the Company. (e) If the Closing does not take place on or before January March 31, 2014 2018 (unless extended by the Company in its sole discretion for up to 15 fifteen (15) days upon notice to the Purchasers and the Escrow Agent), Escrow Agent shall return the Subscription Amount to each Purchaser without interest as soon as reasonably practicable thereafter but no later than February 10, 2014thereafter. (f) It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of Section 2.4(g) are purely ministerial in nature, and Escrow Agent shall incur no liability whatever, except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to pay the Subscription Amount; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, the Company and Purchaser; (vi) Except as otherwise provided in Section 2.4(g), the Company shall reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses (“Losses”) in connection herewith, including reasonable attorneys' fees and disbursements, except to the extent, if any, that such Losses were incurred without on account of fraud, willful misconduct or gross negligence on the part of Escrow Agent, arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement (other than except to the extent of any claim or liability Losses arising out of Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Agreement); (vii) Each of the Company and each Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder (other than any fraud, willful misconduct, gross negligence or breach of this Agreement by Escrow Agent); and (viii) Escrow Agent may resign upon not less than ten (10) days written notice to the Company and Purchaser, provided that a successor Escrow Agent has then been appointed. If a successor Escrow Agent is not appointed by the Company and Purchasers within such ten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. (g) Escrow Agent is acting solely as a stakeholder with respect to the Subscription Amount. Escrow Agent, except as provided in paragraphs (d) and (e) of Section 2.4, shall not deliver the Subscription Amount to the Company or Purchaser, except on ten (10) days' prior written notice to the Company and Purchaser and only if neither such party shall object within such ten (10) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of a Subscription Amount or as to whom Subscription Amount is to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold such Subscription Amount until receipt by Escrow Agent of an authorization in writing, signed by the Company and Purchaser, directing the disposition of the such Subscription Amount (together with all interest thereon, if any)Amount, or, in the absence of such authorization, Escrow Agent shall hold the Subscription Amount (together with all interest thereon, if any)Amount, until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Subscription Amount (together with all interest thereon, if any), in court pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Subscription Amount, or if the Subscription Amount is split between the Company and Purchaser, such costs of Escrow Agent shall be split, pro rata, between the Company and Purchaser, in inverse proportion to the amount. (h) Escrow Agent has executed this Agreement solely to confirm that the Subscription Amount has been deposited into the IXXX Account.

Deposit and Escrow. 1.4.1 Within three (a3) The Company and each Purchaser hereby appoint MorseBusiness Days (as defined below) after the Effective Date, Zelnick, Rose & Lander, LLP Buyer shall deliver to act as escrow agent (“Escrow Agent”) in connection with the transactions contemplated hereby upon Agent at the following terms address: 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxx, Vice President, Special Projects (xxxxxxx@xxx.xxx) Phone: (000) 000-0000, a deposit in the form of cash or a wire transfer of immediately available funds in the amount of Nineteen Thousand Five Hundred and conditions: No/100 Dollars (b$19,500.00) Simultaneously with (the execution “Initial Deposit”), and delivery within one (1) Business Day following the expiration of the Due Diligence Period (defined in Section 3.2), assuming Buyer has not previously terminated this Agreement, Purchaser Buyer shall wire transfer such Purchaser’s Subscription Amount deliver to the Escrow Agent’s Attorney Trust IXXX Account Agent an additional good faith deposit (the “IXXX AccountAdditional Deposit”) of Nine Thousand Seven Hundred Fifty and No/100 Dollars ($9,750.00). The Initial Deposit and the Additional Deposit shall be collectively referred to herein as the “Deposit”. The Deposit shall be held in an insured, a noninterest-interest bearing account maintained at J.X. Xxxxxx Cxxxx Bank, with interest accruing for the benefit of the Buyer. All interest earned on the Deposit shall be reported to the Internal Revenue Service as the income of Buyer. Buyer shall promptly execute such documents as the Escrow Agent may reasonably request to report properly such income. If Buyer fails to deposit the Initial Deposit in accordance with the following instructions: JX Xxxxxx Chase 500 Xxxxxxx Xxxxxxxxxx Xxxx Newarkthis Section, DE 19713 For credit this Agreement shall terminate and neither Seller nor Buyer shall have any further rights, obligations or liabilities to the account of: Mxxxx Zxxxxxx Xxxx & Lxxxxx, LLP Attorney Trust IXXX Account Reference: Protalex, Inc. Private Placement ABA#000000000 Account #967086639 (c) Escrow Agent shall hold such Subscription Amount in escrow in accordance with the terms hereof. (d) At the Closing in accordance with the terms of this Agreement, Escrow Agent shall deliver the Subscription Amount to the Company. (e) If the Closing does not take place on or before January 31, 2014 (unless extended by the Company in its sole discretion for up to 15 days upon notice to the Purchasers and the Escrow Agent), Escrow Agent shall return the Subscription Amount to Purchaser as soon as reasonably practicable thereafter but no later than February 10, 2014. (f) It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of Section 2.4(g) are purely ministerial in nature, and Escrow Agent shall incur no liability whatever, except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to pay the Subscription Amount; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, the Company and Purchaser; (vi) Except as otherwise provided in Section 2.4(g), the Company shall reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys' fees and disbursements, incurred without fraud, willful misconduct or gross negligence on the part of Escrow Agent, party arising out of or resulting from this Agreement except as follows: Buyer shall return to Seller: (i) all Property Information (as defined below); and (ii) all information provided by Seller as part of the Exhibits and Schedules to this Agreement. In the event Buyer fails to deposit the Initial Deposit in connection accordance with its acceptance ofthis Section, Seller’s remedies shall be limited to receipt of such materials, and in no event shall Seller be entitled to the Initial Deposit. Failure to timely deliver the Additional Deposit (after notice and expiration of any applicable cure period) shall constitute a default by Buyer. 1.4.2 The Deposit (and any interest accrued thereon) shall be applied to the Purchase Price if the Closing (as defined below) occurs. Upon delivery of Buyer’s Approval Notice (as defined below), the Deposit shall not be returned to Buyer unless escrow fails to close due to (i) Seller’s breach or the performance of its duties and obligations under, default under this Agreement, (ii) a failure of a representation or warranty by Seller to be true and correct as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement (other than any claim or liability arising out of Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Agreement); (vii) Each of the Company Closing, (iii) a failure of a condition precedent to Buyer’s obligation to close, and Purchaser hereby releases Escrow Agent from (iv) any act done or omitted other reason that entitles Buyer to be done by Escrow Agent in good faith in have the performance of its duties hereunder (other than any fraud, willful misconduct, gross negligence or breach of this Agreement by Escrow Agent); and (viii) Escrow Agent may resign upon not less than ten (10) days written notice to the Company and Purchaser, provided that a successor Escrow Agent has then been appointed. If a successor Escrow Agent is not appointed by the Company and Purchasers within such ten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. (g) Escrow Agent is acting solely as a stakeholder with respect to the Subscription Amount. Escrow Agent, except Deposit returned as provided in paragraphs (d) and (e) of Section 2.4, shall not deliver the Subscription Amount to the Company or Purchaser, except on ten (10) days' prior written notice to the Company and Purchaser and only if neither such party shall object within such ten (10) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of a Subscription Amount or as to whom Subscription Amount is to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold such Subscription Amount until receipt by Escrow Agent of an authorization in writing, signed by the Company and Purchaser, directing the disposition of the such Subscription Amount (together with all interest thereon, if any), or, in the absence of such authorization, Escrow Agent shall hold the Subscription Amount (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Subscription Amount (together with all interest thereon, if any), in court pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceedingherein, including, without limitation, reasonable attorneys' fees and disbursementsany reason provided in Sections 3.6, by the party determined not to be entitled to the Subscription Amount6.2, or if the Subscription Amount is split between the Company and Purchaser, such costs of Escrow Agent shall be split, pro rata, between the Company and Purchaser, in inverse proportion to the amount. (h) Escrow Agent has executed this Agreement solely to confirm that the Subscription Amount has been deposited into the IXXX Account.7.1

Deposit and Escrow. (a) The Company ‌ On the Effective Date, Purchaser shall deliver a deposit to Xxxxxx and each Purchaser hereby appoint Morse, Zelnick, Rose & Lander, Xxxxxx LLP to act as escrow agent (“Escrow Agent”), One Battery Park Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxx X. Xxxxxxx, Esq., (if by check, subject to collection, if by wire, subject to receipt), in the amount of ONE MILLION TWO HUNDRED TWENTY FIVE THOUSAND AND 00/100 ($1,225,000.00) DOLLARS (the “Deposit”). Escrow Agent shall retain possession of the Deposit until delivery or return thereof is permitted or required under this Agreement. The Deposit shall be deposited in connection with a separate interest-bearing escrow account at TD Bank, N.A. The Deposit shall be held by the transactions contemplated hereby upon Escrow Agent pursuant to the following terms and conditions: (b) Simultaneously with the execution and delivery of this Agreement, Purchaser shall wire transfer such Purchaser’s Subscription Amount Agreement and the Escrow Agreement annexed hereto as Exhibit B. If there is any conflict between the terms of this Agreement and the Escrow Agreement with respect to the Deposit or the Escrow Agent’s Attorney Trust IXXX Account (duties with respect thereto, the “IXXX Account”)terms of the Escrow Agreement shall govern. In addition, a Purchaser understands, acknowledges and agrees that the Deposit shall immediately become non-interest bearing account maintained at J.X. Xxxxxx Cxxxx Bankrefundable upon receipt of the fully executed Agreement by Purchaser’s attorney on behalf of Purchaser (except upon an uncured default by Seller or Seller’s inability, in accordance with the following instructions: JX Xxxxxx Chase 500 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 For credit or refusal to the account of: Mxxxx Zxxxxxx Xxxx & Lxxxxx, LLP Attorney Trust IXXX Account Reference: Protalex, Inc. Private Placement ABA#000000000 Account #967086639 (c) Escrow Agent shall hold such Subscription Amount in escrow in accordance with the terms hereof. (d) At the Closing in accordance comply with the terms of this Agreement, or as otherwise specifically provided for in this Agreement), and shall be delivered by Escrow Agent to Seller if Purchaser shall deliver the Subscription Amount fail to the Company. (e) If the Closing does not take place close hereunder on or before January 31the Closing Date, 2014 (unless extended subject in any event to compliance by the Company Escrow Agent with the notification and other obligations contained in its sole discretion for up to 15 days upon notice to the Purchasers and the Escrow Agent), Escrow Agent Agreement. If the purchase and sale shall return the Subscription Amount close pursuant to Purchaser as soon as reasonably practicable thereafter but no later than February 10, 2014. (f) It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of Section 2.4(g) are purely ministerial in nature, and Escrow Agent shall incur no liability whatever, except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to pay the Subscription Amount; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, the Company and Purchaser; (vi) Except as otherwise provided in Section 2.4(g), the Company shall reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys' fees and disbursements, incurred without fraud, willful misconduct or gross negligence on the part of Escrow Agent, arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses Deposit (exclusive of defending against any claim or liability arising out of or relating to this Agreement (other than any claim or liability arising out of Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Agreement); (vii) Each of the Company and Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder (other than any fraud, willful misconduct, gross negligence or breach of this Agreement by Escrow Agent); and (viii) Escrow Agent may resign upon not less than ten (10) days written notice to the Company and Purchaser, provided that a successor Escrow Agent has then been appointed. If a successor Escrow Agent is not appointed by the Company and Purchasers within such ten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. (g) Escrow Agent is acting solely as a stakeholder with respect to the Subscription Amount. Escrow Agent, except as provided in paragraphs (d) and (e) of Section 2.4, shall not deliver the Subscription Amount to the Company or Purchaser, except on ten (10) days' prior written notice to the Company and Purchaser and only if neither such party shall object within such ten (10) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of a Subscription Amount or as to whom Subscription Amount is to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold such Subscription Amount until receipt by Escrow Agent of an authorization in writing, signed by the Company and Purchaser, directing the disposition of the such Subscription Amount (together with all interest thereonaccrued interest, if any), or, in the absence of such authorization, Escrow Agent shall hold the Subscription Amount (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Subscription Amount (together with all interest thereon, if any), in court pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by credited against the party determined not to be entitled to the Subscription Amount, or if the Subscription Amount is split between the Company and Purchaser, such costs of Escrow Agent shall be split, pro rata, between the Company and Purchaser, in inverse proportion to the amountPurchase Price at Closing. (h) Escrow Agent has executed this Agreement solely to confirm that the Subscription Amount has been deposited into the IXXX Account.