Common use of Deposit of Consideration Clause in Contracts

Deposit of Consideration. a. Concurrently with the execution hereof, each Purchaser shall deposit with the Escrow Agent the portion of the Purchase Price due for the Debentures and Warrant to be purchased by it at the Closing in accordance with Section 1.1(a)(ii) of the Purchase Agreement, and the Company shall deliver to the Escrow Agent the Debentures and the Warrants in accordance with Section 1.1(a)(ii) of the Purchase Agreement, and wiring instructions for the transfer of amounts to be paid to the Company in accordance with Section 2(b). In addition, the Purchasers and the Company shall each deposit with the Escrow Agent all other certificates and other documents required under the Purchase Agreement to be delivered by them at the Closing (such certificates and other documents being hereinafter referred to as the "ANCILLARY CLOSING DOCUMENTS"). (i) The Purchase Price shall be delivered by the Purchasers to the Escrow Agent by wire transfer to the following account: (ii) The Debentures, Warrants and the Ancillary Documents shall be delivered to the Escrow Agent at its address for notice indicated in Section 5(a). b. Until termination of this Agreement as set forth in Section 2, all additional Consideration paid by or which becomes payable between the Company and the Purchasers shall be deposited with the Escrow Agent. c. The Purchasers and the Company understand that all Consideration delivered to the Escrow Agent pursuant to Section 1(a) shall be held in escrow in the Escrow Agent's interest bearing business account until the Closing. After the Purchase Price has been received by the Escrow Agent and all other conditions of Closing are met, the parties hereto hereby authorize and instruct the Escrow Agent to promptly effect the Closing. d. At the Closing, the Escrow Agent is authorized and directed to deduct from the Purchase Price (i) $15,000 which will be retained by the Escrow Agent pursuant to Section 5.1 of the Purchase Agreement, (ii) $3,000, which will be remitted to or as directed by Encore pursuant to Section 5.1 of the Purchase Agreement and (iii) $500,000, which will be paid to CDC Consulting, Inc. ("CDC") in accordance with the engagement letter between the Company and CDC relating to the transactions contemplated by the Purchase Agreement (the "ENGAGEMENT LETTER"). In addition, the portion of the Purchase Price released to the Company hereunder shall be reduced by all wire transfer fees incurred thereupon.

Deposit of Consideration. a. Concurrently with the execution hereof, each Purchaser JNC shall deposit with the Escrow Agent the portion of the Purchase Price due for the November Debentures and the November JNC Warrant to be purchased by it at the Closing and Purchasers shall deliver to the Escrow Agent the 6% Convertible Debentures due October 24, 2000 (the "6% DEBENTURES") in accordance with Section 1.1(a)(ii) of the Purchase Agreement, and the Company shall deliver to the Escrow Agent the Debentures and the Warrants November JNC Warrant in accordance with Section 1.1(a)(ii) of the Purchase Agreement, and wiring instructions for the transfer of amounts to be paid to the Company in accordance with Section 2(b). In addition, the Purchasers and the Company shall each deposit with the Escrow Agent all other certificates and other documents required under the Purchase Agreement to be delivered by them at the Closing (such certificates and other documents being hereinafter referred to as the "ANCILLARY CLOSING DOCUMENTS"). (i) The Purchase Price shall be delivered by the Purchasers to the Escrow Agent by wire transfer to the following account: (ii) The Debentures, Warrants and the Ancillary Documents shall be delivered to the Escrow Agent at its address for notice indicated in Section 5(a). b. Until termination of this Agreement as set forth in Section 2, all additional Consideration paid by or which becomes payable between the Company and the Purchasers shall be deposited with the Escrow Agent. c. The Purchasers and the Company understand that all Consideration delivered to the Escrow Agent pursuant to Section 1(a) shall be held in escrow in the Escrow Agent's interest bearing business account until the Closing. Closing After the Purchase Price has been received by the Escrow Agent and all other conditions of Closing are met, the parties hereto hereby authorize and instruct the Escrow Agent to promptly effect the Closing. d. At the Closing, the Escrow Agent is authorized and directed to deduct from the Purchase Price (i) $15,000 7,500 which will be retained by the Escrow Agent pursuant to Section 5.1 of the Purchase Agreement, (ii) $3,000, which will be remitted to or as directed by Encore pursuant to Section 5.1 of the Purchase Agreement and (iii) $500,000, which will be paid to CDC Consulting, Inc. ("CDC") in accordance with the engagement letter between the Company and CDC relating to the transactions contemplated by the Purchase Agreement (the "ENGAGEMENT LETTER"). In addition, the portion of the Purchase Price released to the Company hereunder shall be reduced by all wire transfer fees incurred thereupon.

Deposit of Consideration. a. Concurrently with the execution hereofof this Agreement, each Purchaser shall deposit with the Escrow Agent the portion of the Purchase Price due for the Debentures and the Warrant to be purchased by it at the Closing in accordance with Section 1.1(a)(ii) of the Purchase Agreement, Agreement and the Company shall deliver to the Escrow Agent the Debentures and the Warrants Warrants, registered in the name of the appropriate Purchaser, in accordance with Section 1.1(a)(ii) of the Purchase Agreement, Agreement and wiring instructions for the transfer of amounts to be paid to the Purchase Price by the Escrow Agent into an account specified by the Company in accordance with Section 2(b)for such purpose. In addition, the Purchasers Purchaser and the Company shall each deposit with the Escrow Agent all other certificates and other documents required under the Purchase Agreement to be delivered by them at the Closing (such certificates and other documents being hereinafter referred to as the "ANCILLARY CLOSING DOCUMENTS"). (i) The Purchase Price shall be delivered by the Purchasers Purchaser to the Escrow Agent by wire transfer to the following account: (ii) The Debentures, Warrants and the Ancillary Documents shall be delivered to the Escrow Agent at its address for notice indicated in Section 5(a). b. Until termination of this Agreement as set forth in Section 2, all additional Consideration paid by or which becomes payable between the Company and the Purchasers Purchaser shall be deposited with the Escrow Agent. c. The Purchasers Purchaser and the Company understand that all Consideration delivered to the Escrow Agent pursuant to Section 1(a) shall be held in escrow in the Escrow Agent's interest bearing business account until the Closing. After the Purchase Price has been received by the Escrow Agent and all other conditions of Closing are met, the parties hereto hereby authorize and instruct the Escrow Agent to promptly effect the Closing. d. At the Closing, the Escrow Agent is authorized and directed to deduct from the Purchase Price (i) $15,000 100,000 which will be retained by the Escrow Agent pursuant paid to Section 5.1 of the Purchase AgreementCardinal Capital Management, Inc. (ii) "CARDINAL"), $3,000, which will be remitted to or as directed by Encore pursuant to Section 5.1 of the Purchase Agreement and (iii) $500,000, 150,000 which will be paid to CDC Consulting, Inc. ("CDC") and $50,000 which will be paid to Xxxxxxxxx Xxxxxxxx or her assigns in accordance with the engagement letter between among the Company Company, Cardinal, CDC and CDC Xxxxxxxxx Xxxxxxxx relating to the transactions contemplated by the Purchase Agreement (the "ENGAGEMENT LETTER"), for remittance in accordance with their instructions, (ii) $15,000 which will be retained by the Escrow Agent in accordance with the Purchase Agreement and (iii) $10,000, which will be remitted to or as directed by the Purchaser pursuant to the Purchase Agreement. In addition, the portion of the Purchase Price released to the Company hereunder shall be reduced by all wire transfer fees incurred thereupon.

Deposit of Consideration. a. (a) Concurrently with the execution hereof, each Purchaser hereof (i) the Assignee shall deposit the Purchase Price with the Escrow Agent, (ii) the Assignor shall deliver to the Escrow Agent (x) the portion of stock certificate(s), representing the Purchase Price due for 15,000 Shares, previously delivered to the Debentures and Warrant to be purchased by it at Assignor in connection with the Closing in accordance with Section 1.1(a)(ii) of Subscription Agreement (the Purchase Agreement"June Stock Certificates"), and (y) the common stock purchase warrant, representing the Warrant, previously delivered to the Assignor in connection with the Subscription Agreement (the "June Warrant" and together with the June Stock Certificate, the "June Securities"), and (iii) the Company shall deliver to the Escrow Agent (w) stock certificate(s) registered in the Debentures name of the Assignee reflecting the ownership of 15,000 Shares by the Assignee (the "Assignee March Stock Certificate"), (x) a common stock purchase warrant registered in the name of the Assignee, in the form of the Warrant, to acquire 21,428 shares of Common Stock, which, except as otherwise set forth in the Assignment Agreement, shall contain the same terms as the Warrant (the "Assignee March Warrant" and together with the Warrants Assignee March Stock Certificate, the "Assignee March Securities") and (y) a common stock purchase warrant registered in accordance with Section 1.1(a)(iithe name of the Assignor, in the form of the Warrant, to acquire 35,714, shares of Common Stock, which, except as otherwise set forth in the Assignment Agreement, shall contain the same terms as the Warrant (the "Assignor March Securities"). (b) The Assignor shall also deliver to the Escrow Agent wiring instructions for transfer of the Purchase Agreement, and wiring instructions Price by the Escrow Agent into an account specified by the Assignor for the transfer of amounts to be paid to the Company in accordance with Section 2(b)such purpose. In addition, the Purchasers Company, the Assignee and the Company Assignor shall each deposit with the Escrow Agent all other certificates and other documents required under the Purchase Assignment Agreement to be delivered by them at the Closing (such certificates and other documents being hereinafter referred to as the "ANCILLARY CLOSING DOCUMENTSAncillary Closing Documents"). (i) The Purchase Price shall be delivered by the Purchasers Assignee to the Escrow Agent by wire transfer to the following account: A. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 ABA No.: 000-000-000 For the Account of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP Attorney Trust Account Account No.: 00-000-000 Reference: 11161-7 (ii) The DebenturesAssignor March Securities, Warrants the Assignee March Securities, the June Securities and the Ancillary Documents Closing Documents, if any, shall be delivered to the Escrow Agent at its address for notice indicated in Section 5(a). b. (c) Until termination of this Agreement as set forth in Section 2Agreement, all any additional Consideration to be paid by or which becomes payable between delivered pursuant to the Company and the Purchasers Assignment Agreement shall be deposited with the Escrow Agent. c. (d) The Purchasers Assignee and the Company Assignor understand that all monetary Consideration delivered to the Escrow Agent pursuant to Section 1(a) this Agreement shall be held in escrow in the Escrow Agent's interest bearing business account until the Closing. After the Purchase Price has been received by the Escrow Agent and all other conditions of Closing are met, the parties hereto hereby authorize and instruct the Escrow Agent to promptly effect the Closing. d. At the Closing, the Escrow Agent it is authorized and directed to deduct from the Purchase Price (i) $15,000 which will be retained by the Escrow Agent pursuant to Section 5.1 of the Purchase Agreement, (ii) $3,000, which will be remitted to or as directed by Encore pursuant to Section 5.1 of the Purchase Agreement and (iii) $500,000, which will be paid to CDC Consulting, Inc. ("CDC") released in accordance with the engagement letter between the Company and CDC relating to the transactions contemplated by the Purchase Agreement (the "ENGAGEMENT LETTER"). In addition, the portion of the Purchase Price released to the Company hereunder shall be reduced by all wire transfer fees incurred thereuponthis Agreement.

Deposit of Consideration. a. Concurrently with the execution hereof, each the Purchaser shall deposit with the Escrow Agent the portion of the Purchase Price due for the Debentures and Warrant to be purchased by it at the Closing in accordance with Section 1.1(a)(ii) of the Purchase Agreement, and the Company shall deliver to the Escrow Agent the Debentures and the Warrants Warrant in accordance with Section 1.1(a)(ii) of the Purchase Agreement, and wiring instructions for the transfer of amounts to be paid to the Company in accordance with Section 2(b). In addition, the Purchasers Purchaser and the Company shall each deposit with the Escrow Agent all other certificates and other documents required under the Purchase Agreement to be delivered by them at the Closing (such certificates and other documents being hereinafter referred to as the "ANCILLARY CLOSING DOCUMENTS"). (i) The Purchase Price shall be delivered by the Purchasers Purchaser to the Escrow Agent by wire transfer to the following account: (ii) The Debentures, Warrants Warrant and the Ancillary Closing Documents shall be delivered to the Escrow Agent at its address for notice indicated in Section 5(a). b. Until termination of this Agreement as set forth in Section 2, all additional Consideration paid by or which becomes payable between the Company and the Purchasers Purchaser shall be deposited with the Escrow Agent. c. The Purchasers Purchaser and the Company understand that all Consideration delivered to the Escrow Agent pursuant to Section 1(a) shall be held in escrow in the Escrow Agent's interest bearing business account until the Closing. After the Purchase Price has been received by the Escrow Agent and all other conditions of Closing are met, the parties hereto hereby authorize and instruct the Escrow Agent to promptly effect the Closing. d. At the Closing, the Escrow Agent is authorized and directed to deduct from the Purchase Price (i) $15,000 7,500 which will be retained by the Escrow Agent pursuant to Section 5.1 of the Purchase Agreement, (ii) $3,000, which will be remitted to or as directed by Encore pursuant to Section 5.1 4.1 of the Purchase Agreement and (iiiii) $500,000, 150,000 which will be paid to CDC Consulting, Inc. ("CDC") in accordance with the engagement letter between the Company and CDC relating to the transactions contemplated by the Purchase Agreement (the "ENGAGEMENT LETTER"). In addition, the portion of the Purchase Price released to the Company hereunder shall be reduced by all wire transfer fees incurred thereupon.

Deposit of Consideration. a. Concurrently with the execution hereof, each the Purchaser shall deposit with the Escrow Agent the portion of the Purchase Price due for the Debentures and Warrant to be purchased by it at the Closing in accordance with Section 1.1(a)(ii) of the Purchase Agreement, and the Company shall deliver to the Escrow Agent the Debentures and the Warrants Warrant in accordance with Section 1.1(a)(ii) of the Purchase Agreement, and wiring instructions for the transfer of amounts to be paid to the Company in accordance with Section 2(b). In addition, the Purchasers Purchaser and the Company shall each deposit with the Escrow Agent all other certificates and other documents required under the Purchase Agreement to be delivered by them at the Closing (such certificates and other documents being hereinafter referred to as the "ANCILLARY CLOSING DOCUMENTS"). (i) The Purchase Price shall be delivered by the Purchasers Purchaser to the Escrow Agent by wire transfer to the following account: (ii) The Debentures, Warrants Warrant and the Ancillary Closing Documents shall be delivered to the Escrow Agent at its address for notice indicated in Section 5(a). b. Until termination of this Agreement as set forth in Section 2, all additional Consideration paid by or which becomes payable between the Company and the Purchasers Purchaser shall be deposited with the Escrow Agent. c. The Purchasers Purchaser and the Company understand that all Consideration delivered to the Escrow Agent pursuant to Section 1(a) shall be held in escrow in the Escrow Agent's interest bearing business account until the Closing. After the Purchase Price has been received by the Escrow Agent and all other conditions of Closing are met, the parties hereto hereby authorize and instruct the Escrow Agent to promptly effect the Closing. d. At the Closing, the Escrow Agent is authorized and directed to deduct from the Purchase Price (i) $15,000 7,500 which will be retained by the Escrow Agent pursuant to Section 5.1 of the Purchase Agreement, (ii) $3,000, which will be remitted to or as directed by Encore pursuant to Section 5.1 4.1 of the Purchase Agreement and (iiiii) $500,000, 300,000 which will be paid to CDC Consulting, Inc. ("CDC") in accordance with the engagement letter between the Company and CDC relating to the transactions contemplated by the Purchase Agreement (the "ENGAGEMENT LETTER"). In addition, the portion of the Purchase Price released to the Company hereunder shall be reduced by all wire transfer fees incurred thereupon.

Deposit of Consideration. a. Concurrently with the execution hereof, each (a) The Purchaser shall deposit with the Escrow Agent the portion a copy of the Purchase Price due for Agreement and this Escrow Agreement or a counterpart thereof, each executed by the Debentures and Warrant to be purchased by it at the Closing in accordance with Section 1.1(a)(ii) of the Purchase AgreementPurchaser, and the Purchase Price. The Company shall deliver to the Escrow Agent (i) the Debentures Purchase Agreement or a counterpart thereof signed by the Company, (ii) this Escrow Agreement or a counterpart thereof signed by the Company, (iii) the Debentures, registered in the name of the Purchaser, and the Warrants in accordance with Section 1.1(a)(ii(iv) wiring instructions for transfer of the Purchase Agreement, and wiring instructions for Price by the transfer of amounts to be paid to Escrow Agent into an account specified by the Company in accordance with Section 2(b)for such purpose. In addition, the Purchasers and the Company shall each deposit or cause to be deposited with the Escrow Agent all other certificates and other documents required under an opinion of the Company's counsel addressed to the Purchaser in the form of Exhibit C attached to the Purchase Agreement to be delivered by them at and the Closing Company Certificates (such certificates opinion and other documents the Company Certificates being hereinafter referred to as the "ANCILLARY CLOSING DOCUMENTSAncillary Closing Documents"), as well as the Warrant. (i) The Purchase Price shall be delivered by the Purchasers Purchaser to the Escrow Agent by wire transfer to the following account: Bankers Trust Company 280 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Account # 429-00-000 Account Name: Bryax Xxxx XXX ABA No.: 021-000-000 Reference:_________________ Purchaser (ii) The Debentures, Warrants and the Ancillary Documents Debentures shall be delivered by the Company to the Escrow Agent at its address for notice indicated in Section 5(a). b. (b) Until termination of this Agreement as set forth in Section 2, all additional Consideration paid by or which becomes payable between the Company and the Purchasers Purchaser shall be deposited with the Escrow Agent. c. (c) The Purchasers Escrow Agent agrees to hold the Consideration received by it in accordance with the terms and conditions set forth herein until it has received all of the consideration; (d) The Purchaser and the Company understand that all Consideration delivered to the Escrow Agent pursuant to Section 1(a) shall be held in escrow in the Escrow Agent's a non-interest bearing business account IOLA xxxount until the Closing. After the The Purchase Price will be returned promptly to the Purchaser if all of the Consideration is not received on or before December 31, 1996. After all of the Consideration has been received by the Escrow Agent and all other conditions of Closing are metAgent, the parties hereto hereby authorize and instruct the Escrow Agent to promptly effect the Closing. d. (e) At the Closing, the Escrow Agent is authorized and directed to deduct from the Purchase Price (i) $15,000 which will be retained by the Escrow Agent pursuant pay to Section 5.1 of the Purchase Agreement, (ii) $3,000, which will be remitted to or as directed by Encore pursuant to Section 5.1 of the Purchase Agreement and (iii) $500,000, which will be paid to CDC Consulting, Inc. ("CDC") GEM in accordance with the engagement letter between the Company and CDC relating its instructions, an amount equal to the transactions contemplated by the Purchase Agreement Placement Fee (the "ENGAGEMENT LETTERGEM Payment"). In addition, the portion of the Purchase Price released to the Company hereunder shall be reduced by all wire transfer fees incurred thereupon.

Deposit of Consideration. a. Concurrently with the execution hereof, each Purchaser shall deposit with the Escrow Agent the portion of the Purchase Price due for the Debentures and Warrant to be purchased by it at the Closing in accordance with Section 1.1(a)(ii) of the Purchase Agreement, and the Company shall deliver to the Escrow Agent the Debentures and the Warrants in accordance with Section 1.1(a)(ii) of the Purchase Agreement, and wiring instructions for the transfer of amounts to be paid to the Company in accordance with Section 2(b). In addition, the Purchasers and the Company shall each deposit with the Escrow Agent all other certificates and other documents required under the Purchase Agreement to be delivered by them at the Closing (such certificates and other documents being hereinafter referred to as the "ANCILLARY CLOSING DOCUMENTS"). (i) The Purchase Price shall be delivered by the Purchasers to the Escrow Agent by wire transfer to the following account: (ii) The Debentures, Warrants and the Ancillary Closing Documents shall be delivered to the Escrow Agent at its address for notice indicated in Section 5(a). b. Until termination of this Agreement as set forth in Section 2, all additional Consideration paid by or which becomes payable between the Company and the Purchasers shall be deposited with the Escrow Agent. c. The Purchasers and the Company understand that all Consideration delivered to the Escrow Agent pursuant to Section 1(a) shall be held in escrow in the Escrow Agent's interest bearing business account until the Closing. After the Purchase Price has been received by the Escrow Agent and all other conditions of Closing are met, the parties hereto hereby authorize and instruct the Escrow Agent to promptly effect the Closing. d. At the Closing, the Escrow Agent is authorized and directed to deduct from the Purchase Price (i) $15,000 7,500 which will be retained by the Escrow Agent pursuant to Section 5.1 of the Purchase Agreement, Agreement and (ii) $3,000, which will be remitted to or as directed by Encore pursuant to Section 5.1 of the Purchase Agreement and (iii) $500,000, 250,000 which will be paid to CDC Consulting, Inc. ("CDC") in accordance with the engagement letter between the Company and CDC relating to the transactions contemplated by the Purchase Agreement (the "ENGAGEMENT LETTER"). In addition, the portion of the Purchase Price released to the Company hereunder shall be reduced by all wire transfer fees incurred thereupon.