Deposit Escrow Agreement Sample Clauses

Deposit Escrow Agreement. Pursuant to the Deposit Escrow Agreement, substantially in the form of EXHIBIT J, attached hereto, the Purchaser will deliver the Deposit to the Escrow Agent on the date of execution hereof. After the Sellers have executed and delivered the Seller's Closing Certificate (as defined in Section 6.1 (a)) to Purchaser and ProNet and ProNet and Purchaser have executed and delivered the Purchaser's Closing Certificate (as defined in Section 6.2 (a)) to Seller, Purchaser, ProNet and Sellers shall execute the written instructions in the form of Exhibit B-1 and deliver Exhibit B-1 to the Escrow Agent instructing the Escrow Agent to deliver the Deposit to Sellers and the interest accrued thereof to the Purchaser at the Closing in accordance with Section 1.4 of this Agreement. If this Agreement is terminated prior to Closing pursuant to Section 7.1 (b), then the Deposit, including all accrued interest thereon, shall be paid to Seller; and if this Agreement is terminated prior to Closing pursuant to Section 7.1 (c), then the Deposit, including all accrued interest thereon, shall be paid to Purchaser.

Deposit Escrow Agreement. (a) On the date of this Agreement, Parent shall deposit Five Hundred Thousand Dollars ($500,000) (the “Initial Deposit Funds”) in immediately available funds with the Company and (b) on or prior to 5:00 p.m., Chicago time, on November 9, 2004, Parent shall deposit Four Million Five Hundred Thousand Dollars ($4,500,000) in immediately available funds (the “Deposit Balance Funds” and, together with the Initial Deposit Funds, the “▇▇▇▇▇▇▇ Money”) with Citibank, N.A., as escrow agent (the “Deposit Escrow Agent”) pursuant to an escrow agreement substantially in the form attached hereto as Exhibit A (the “Deposit Escrow Agreement”). The terms of the Escrow shall be governed by the Deposit Escrow Agreement and Section 7.2(d). To the extent this Agreement is not terminated pursuant to Section 7.1(i), the Company will transfer the Initial Deposit Funds (or an amount in immediately available funds equal thereto) to the Deposit Escrow Agent by 5:00 p.m., Chicago time, on November 10, 2004.

Deposit Escrow Agreement. (a) Prior to 2:00 p.m. (Boston time) on the next Business Day following the date hereof, Buyer shall deliver to Fidelity National Title, as escrow agent (the “Escrow Agent”),

Deposit Escrow Agreement. Concurrent with the execution hereof Buyer and Seller shall execute and deliver the Deposit Escrow Agreement, and Buyer shall deposit the Deposit Amount with the Escrow Agent in accordance with the terms thereof.

Deposit Escrow Agreement. Concurrent with the execution of this Agreement, Sellers, the Company and Buyer shall enter into the escrow agreement attached hereto as Exhibit B (the “Deposit Escrow Agreement”) along with the Escrow Agent, pursuant to which Buyer shall deposit Six Hundred Fifty Thousand U.S. Dollars ($650,000) (such amount, together with all escrow earnings thereon being defined as the “Deposit Escrowed Funds”) into escrow (the “Deposit Escrow Account”) with the Escrow Agent. Buyer agrees that if this Agreement shall be terminated by the Sellers and/or the Company pursuant to 7.1(c), the Buyer shall pay to the Sellers an amount equal to Six Hundred Fifty Thousand U.S. Dollars ($650,000) (such amount, the “Reverse Break-Up Fee”), which amount shall be paid from the Deposit Escrow Account in accordance with the terms of the Deposit Escrow Agreement, and that Buyer shall promptly, but in no event more than 48 hours after such termination, deliver to the Escrow Agent joint written instructions with the Sellers and the Company, in the form of Exhibit A to the Deposit Escrow Agreement, directing the Escrow Agent to wire the Deposit Escrow Funds to the Sellers. Subject to any claims made in accordance herewith, the balance of the Deposit Escrowed Funds remaining in the Deposit Escrow Account on the earlier of the Closing Date or within ten (10) days of the termination of this Agreement by Buyer, on the one hand, or the Company and Sellers, on the other, in accordance with Section 7.1 (a), (b), (d), (e), (f), (g) or (h), provided, the Company or the Sellers, as the case may be, has not commenced, within such ten (10) day period, a wrongful termination proceeding against Buyer with respect to a termination effected by Buyer pursuant to any of Sections 7.1(b) or (e), and, in the event that such a proceeding has been commenced by the Company or the Sellers, as the case may be, against Buyer, the Deposit Escrow Termination Date shall be extended until the final non-appealable resolution of such proceeding by a court of competent jurisdiction or the mutual agreement of the parties (the “Deposit Escrow Termination Date”)¸ less the amount of any claims then outstanding and unresolved, shall be distributed to Buyer pursuant to the delivery to the Escrow Agent of joint written instructions by the Sellers and the Company (which the Sellers and the Company agree to deliver promptly, but in no event later than 48 hours, other than as a result of a good faith dispute related to such termina...

Deposit Escrow Agreement. Evidence satisfactory to Administrative Agent that the Escrow Agreement (as defined in the Sygnet Merger Agreement) contains terms evidencing Lenders' Rights in the Deposit (as defined in the Sygnet Merger Agreement).

Deposit Escrow Agreement. Simultaneously with execution and delivery of this Agreement, the Buyer, the Seller and the Escrow Agent shall enter into the Deposit Escrow Agreement substantially in the form and on the terms of Exhibit 5.11.

Deposit Escrow Agreement. On the first (1st) Business Day after the date of this Agreement, Buyer shall deposit Three Million Five Hundred Thousand Dollars ($3,500,000) with LaSalle Bank National Association, as escrow agent (the “Deposit Escrow Agent”), pursuant to an escrow agreement substantially in the form attached hereto as Exhibit B (the “Deposit Escrow Agreement”). From and after the Company Stockholder Approval Date, the Buyer shall have the option to elect to have the remedy of specific performance as provided in Section 8.16 of this Agreement notwithstanding any actions(s) by the Company from and after the Company Stockholder Approval Date. The Buyer shall exercise such option, if at all, by providing written notice thereof to the Company which notice shall provide that the liquidated damages payable pursuant to Section 7.2(c) of this Agreement are increased to Eight Million Dollars and by depositing an additional Two Million Dollars with the Deposit Escrow Agent to be held pursuant to the Deposit Escrow Agreement (the date on which the Buyer exercises such option being referred to herein as the “Exercise Date”) If this Agreement is terminated pursuant to Section 7.1(h), then the funds held under the Deposit Escrow Agreement shall be paid to the Company in partial satisfaction of Buyer’s obligation pursuant to Section 7.2(c). If this Agreement is terminated for any reason other than a termination pursuant to Section 7.1(h), then such funds shall be paid to the Buyer.

Deposit Escrow Agreement. Not more than fifteen (15) Business Days following the execution hereof, Buyer and Sellers shall execute and deliver the Deposit Escrow Agreement, and Buyer shall deposit the Deposit Amount with the Escrow Agent in accordance with the terms thereof. In the event that Buyer shall not have delivered the Deposit Amount to the Escrow Agent within said fifteen (15)-day period, Sellers shall be entitled to terminate this Agreement pursuant to Section 11.1(h) by giving Buyer five (5) Business Days' written notice of Sellers' intention to terminate; provided, that during such five (5) Business Day period Buyer shall be entitled to deliver the Deposit Amount to the Escrow Agent and execute and deliver the Deposit Escrow Agreement, in which case this Agreement shall not be terminated.