Common use of Escrow Deposit Clause in Contracts

Escrow Deposit. Simultaneously with the execution and delivery of this Agreement, Buyer has deposited the Escrow Deposit with the Escrow Agent in accordance with an Escrow Agreement. All funds and documents deposited with or otherwise held by the Escrow Agent shall be held and disbursed in accordance with the terms of the Escrow Agreement and the following provisions: (a) At the Second Closing, Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse all funds held by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (b) If this Agreement is terminated pursuant to Article 18 and Buyer is not in material breach of this Agreement, Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse all funds held by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (c) If this Agreement is terminated by Buyer due to Seller's material breach of this Agreement, then Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse the Escrow Deposit to or at the direction of Buyer, and to disburse all other funds held by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (d) If this Agreement is terminated by Seller due to Buyer's material breach of this Agreement, then the payment to Seller of the Escrow Deposit pursuant to this Section shall be liquidated damages and shall constitute full payment and the exclusive remedy for any damages suffered by Seller by reason of Buyer's material breach of this Agreement. Seller and Buyer agree in advance that actual damages would be difficult to ascertain and that the amount of the Escrow Deposit is a fair and equitable amount to compensate Seller for Buyer's material breach of this Agreement.

Escrow Deposit. Simultaneously with the execution and delivery of this Agreement, Buyer has deposited and Seller shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”). In accordance with the Escrow Agreement, Buyer shall, simultaneously with the execution of the Escrow Agreement, deliver One Million Dollars ($1,000,000) (the “Escrow Deposit”) to Commonwealth Land Title Company (the “Escrow Agent”), which amount shall be retained by Escrow Agent pursuant to the terms and conditions of the Escrow Agreement until the Closing, and the parties shall use commercially reasonable efforts to cause the escrow account to be opened so that the funds delivered can be invested within three (3) business days of the execution of this Agreement. The Escrow Deposit shall be disbursed to Seller at Closing by wire transfer of immediately available funds. If this Agreement is terminated prior to Closing for any reason other than due to a breach or default by Buyer in accordance with the provisions of Section 8.1(a)(i), Escrow Agent shall refund to Buyer the Escrow Deposit with the Escrow Agent and all accrued interest thereon in accordance with an the provisions of the Escrow Agreement. All funds and documents deposited If this Agreement is terminated prior to Closing in accordance with the provisions of Section 8.1(a)(i) due to breach or otherwise held by default on the part of Buyer, Escrow Agent shall be held pay to Seller the Escrow Deposit and disbursed shall pay to Buyer all interest accrued thereon in accordance with the provisions of the Escrow Agreement. Interest on the Escrow Deposit prior to Closing shall accrue for the benefit of Buyer, and upon Closing shall be paid to Buyer, provided, that, if Buyer wrongfully withholds the Escrow Deposit from Seller, then at the point the Escrow Deposit are wrongfully withheld, pursuant to the terms of the Escrow Agreement and the following provisions: (a) At the Second ClosingAgreement, Buyer, Seller and the Company shall jointly instruct interest on the Escrow Agent to disburse all funds held by Deposit shall accrue for the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment benefit of funds held by the Escrow Agent, to or at the direction of Buyer. (b) If this Agreement is terminated pursuant to Article 18 and Buyer is not in material breach of this Agreement, Buyer, Seller and the Company Seller. The parties shall jointly instruct the Escrow Agent to disburse all funds held by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (c) If this Agreement is terminated by Buyer due to Seller's material breach of this Agreement, then Buyer, Seller and the Company shall jointly each instruct the Escrow Agent to disburse the Escrow Deposit to or at the direction of Buyer, and to disburse all other funds held by the Escrow Agent pursuant interest thereon to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (d) If this Agreement is terminated by Seller due to Buyer's material breach of this Agreement, then the payment to Seller of the Escrow Deposit pursuant to this Section shall be liquidated damages party entitled thereto and shall constitute full payment and the exclusive remedy for not, by any damages suffered by Seller by reason of Buyer's material breach of this Agreement. Seller and Buyer agree in advance that actual damages would be difficult to ascertain and that the amount of the Escrow Deposit is a fair and equitable amount to compensate Seller for Buyer's material breach of this Agreementact or omission, delay or prevent any such disbursement.

Escrow Deposit. Simultaneously with Within five (5) Business Days prior to the execution and delivery Closing Date the number of this Agreementnewly issued shares of ARC Common Stock equal one hundred twenty five percent (125%) of the amount which is ten percent (10%) of the Purchase Price (the “Escrow Shares”), Buyer has deposited valued by reference to the Escrow Deposit with average VWAP for the Escrow Agent in accordance with an Escrow Agreement. All funds and documents twenty (20) Trading Day period prior to such issuance date, shall be deposited with or otherwise held by the Escrow Agent shall be held and disbursed in accordance with the terms of the Escrow Agreement and the following provisions: (a) At the Second Closing, Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse all funds held by the Escrow Agent pursuant to Section 2.4(c) of the Purchase Agreement. All Escrow Shares shall be certificated in the name of “Wuersch & Gxxxxx LLP as Escrow Agent.” The Escrow Shares shall be replaced by Purchaser with cash equal to ten percent (10%) of the Purchase Price prior to the final disbursement in accordance with Section 9.5 of the Purchase Agreement (the “Escrow Cash” and referred herein together with the Escrow Shares as the “Escrow Corpus”). The Escrow Corpus will be available (a) for the payment of any Post-Closing Decrease Amount owed by Seller to Purchaser pursuant to and in accordance with Section 2.5(c) of the Purchase Agreement and (b) to satisfy any Damages owed to Purchaser incurred or sustained by, or imposed upon, the Indemnitees that are recoverable by the Purchaser against Sellers pursuant to and in accordance with the provisions of Article IX of the Purchase Agreement. The Escrow Agent hereby acknowledges and agrees to hold the Escrow Corpus in a separate and distinct account, including in the name of “ARC-ATC Escrow Account”, as Escrow Agent for Sellers and Purchaser (the “Escrow Account”), subject to the terms and conditions of this Escrow Agreement. The Escrow Corpus shall be held as a segregated trust fund and shall not be subject to any interest lien, attachment, trustee process or any other proceeds from judicial process of any creditor of any party hereto. The Escrow Agent shall not distribute or release the investment Escrow Corpus except in accordance with the express terms and conditions of funds this Escrow Agreement. The Escrow Corpus will not be held in an attorney trust account and nothing herein shall be construed to establish an attorney client relationship by and between the Escrow Agent and any other party hereto. The Sellers and the Purchaser expressly acknowledge that Escrow Agent serves as counsel to the Purchaser and such capacity shall not be deemed to constitute a conflict with any services to be rendered by the Escrow Agent hereunder. During any and all periods in which Escrow Shares are held by the Escrow Agent, (i) the sole right to or at the direction of Buyer. (b) If this Agreement is terminated pursuant to Article 18 and Buyer is not in material breach of this Agreement, Buyer, Seller and the Company vote such shares shall jointly instruct the Escrow Agent to disburse all funds be held by the Escrow Agent pursuant to and may be exercised at the Escrow Agreement, including any interest or other proceeds from the investment sole discretion of funds held by the Escrow Agent, to or at ; and (ii) any and all dividends (other than stock dividends) issued by the direction Purchaser in respect of Buyer. (c) If this Agreement is terminated the same class of capital stock as the Escrow Shares shall be tendered and returned by Buyer due to Seller's material breach of this Agreement, then Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse the Escrow Deposit to or at the direction of Buyer, and to disburse all other funds held by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of BuyerCompany. (d) If this Agreement is terminated by Seller due to Buyer's material breach of this Agreement, then the payment to Seller of the Escrow Deposit pursuant to this Section shall be liquidated damages and shall constitute full payment and the exclusive remedy for any damages suffered by Seller by reason of Buyer's material breach of this Agreement. Seller and Buyer agree in advance that actual damages would be difficult to ascertain and that the amount of the Escrow Deposit is a fair and equitable amount to compensate Seller for Buyer's material breach of this Agreement.

Escrow Deposit. Simultaneously with Within five (5) Business Days prior to the execution and delivery Closing Date the number of this Agreementnewly issued shares of ARC Common Stock equal one hundred twenty five percent (125%) of the amount which is ten percent (10%) of the Purchase Price (the “Escrow Shares”), Buyer has deposited valued by reference to the Escrow Deposit with average VWAP for the Escrow Agent in accordance with an Escrow Agreement. All funds and documents twenty (20) Trading Day period prior to such issuance date, shall be deposited with or otherwise held by the Escrow Agent shall be held and disbursed in accordance with the terms of the Escrow Agreement and the following provisions: (a) At the Second Closing, Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse all funds held by the Escrow Agent pursuant to Section 2.4(c) of the Purchase Agreement. All Escrow Shares shall be certificated in the name of “Wuersch & Xxxxxx LLP as Escrow Agent.” The Escrow Shares shall be replaced by Purchaser with cash equal to ten percent (10%) of the Purchase Price prior to the final disbursement in accordance with Section 9.5 of the Purchase Agreement (the “Escrow Cash” and referred herein together with the Escrow Shares as the “Escrow Corpus”). The Escrow Corpus will be available (a) for the payment of any Post-Closing Decrease Amount owed by Seller to Purchaser pursuant to and in accordance with Section 2.5(c) of the Purchase Agreement and (b) to satisfy any Damages owed to Purchaser incurred or sustained by, or imposed upon, the Indemnitees that are recoverable by the Purchaser against Sellers pursuant to and in accordance with the provisions of Article IX of the Purchase Agreement. The Escrow Agent hereby acknowledges and agrees to hold the Escrow Corpus in a separate and distinct account, including in the name of “ARC-ATC Escrow Account”, as Escrow Agent for Sellers and Purchaser (the “Escrow Account”), subject to the terms and conditions of this Escrow Agreement. The Escrow Corpus shall be held as a segregated trust fund and shall not be subject to any interest lien, attachment, trustee process or any other proceeds from judicial process of any creditor of any party hereto. The Escrow Agent shall not distribute or release the investment Escrow Corpus except in accordance with the express terms and conditions of funds this Escrow Agreement. The Escrow Corpus will not be held in an attorney trust account and nothing herein shall be construed to establish an attorney client relationship by and between the Escrow Agent and any other party hereto. The Sellers and the Purchaser expressly acknowledge that Escrow Agent serves as counsel to the Purchaser and such capacity shall not be deemed to constitute a conflict with any services to be rendered by the Escrow Agent hereunder. During any and all periods in which Escrow Shares are held by the Escrow Agent, (i) the sole right to or at the direction of Buyer. (b) If this Agreement is terminated pursuant to Article 18 and Buyer is not in material breach of this Agreement, Buyer, Seller and the Company vote such shares shall jointly instruct the Escrow Agent to disburse all funds be held by the Escrow Agent pursuant to and may be exercised at the Escrow Agreement, including any interest or other proceeds from the investment sole discretion of funds held by the Escrow Agent, to or at ; and (ii) any and all dividends (other than stock dividends) issued by the direction Purchaser in respect of Buyer. (c) If this Agreement is terminated the same class of capital stock as the Escrow Shares shall be tendered and returned by Buyer due to Seller's material breach of this Agreement, then Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse the Escrow Deposit to or at the direction of Buyer, and to disburse all other funds held by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of BuyerCompany. (d) If this Agreement is terminated by Seller due to Buyer's material breach of this Agreement, then the payment to Seller of the Escrow Deposit pursuant to this Section shall be liquidated damages and shall constitute full payment and the exclusive remedy for any damages suffered by Seller by reason of Buyer's material breach of this Agreement. Seller and Buyer agree in advance that actual damages would be difficult to ascertain and that the amount of the Escrow Deposit is a fair and equitable amount to compensate Seller for Buyer's material breach of this Agreement.

Escrow Deposit. Simultaneously Pursuant to Section 2.3(a), at the Closing the Buyer shall deposit the Indemnity Escrow Amount in immediately available funds in escrow with Citibank, N.A. (the execution “Escrow Agent”), which shall be held, safeguarded and delivery of this Agreementreleased pursuant the escrow agreement between the Sellers’ Representative, Buyer has deposited the Escrow Deposit with and the Escrow Agent in accordance with an the form attached hereto as Exhibit G (the “Escrow Agreement. All funds and documents deposited with or otherwise held by ”), which the parties hereto will cause the Escrow Agent shall be held and disbursed in accordance with to duly execute at or prior to the Closing. Pursuant to the terms of the Escrow Agreement and Agreement, upon expiration of the following provisions: Escrow Period, the Escrow Agent, in accordance with the Escrow Agreement, will pay to the Sellers’ Representative (for the benefit of the Sellers) by Wire Transfer to an account designated by the Sellers’ Representative (a) At the Second Closingbalance of the Indemnity Escrow Amount, Buyerif any, Seller that (i) has not been paid to compensate the Purchaser Indemnified Parties for Damages as provided in Article X or (ii) is not being retained to satisfy unresolved claims, if any, pursuant to Section 10.9, less (b) an amount equal to the lesser of (i) such balance and (ii) Two Million dollars ($2,000,000) (the “Special Indemnity Escrow Amount”). Upon the resolution of all such unresolved claims, the remaining Indemnity Escrow Amount (excluding the Special Indemnity Escrow Amount), if any, will be paid, and the Company Buyer shall jointly instruct cause the Escrow Agent to disburse all funds held pay such amount, to the Sellers’ Representative (for the benefit of the Sellers) by Wire Transfer to an account designated by the Escrow Agent pursuant Sellers’ Representative. Pursuant to the terms of the Escrow Agreement, including any interest or other proceeds from on the investment first anniversary of funds held by the expiration of the Escrow Period, the Escrow Agent, in accordance with the Escrow Agreement, will pay to the Sellers’ Representative (for the benefit of the Sellers) by Wire Transfer to an account designated by the Sellers’ Representative the balance of the Special Indemnity Escrow Amount, if any, that (i) has not been paid to compensate the Purchaser Indemnified Parties for Damages as provided in Article X or at the direction of Buyer. (bii) If this Agreement is terminated not being retained to satisfy unresolved claims, if any, pursuant to Article 18 and Buyer is not in material breach Section 10.9. Upon the resolution of this Agreementall such unresolved claims, Buyerthe remaining Special Indemnity Escrow Amount, Seller if any, will be paid, and the Company Buyer shall jointly instruct cause the Escrow Agent to disburse all funds held pay such amount, to the Sellers’ Representative (for the benefit of the Sellers) by Wire Transfer to an account designated by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of BuyerSellers’ Representative. (c) If this Agreement is terminated by Buyer due to Seller's material breach of this Agreement, then Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse the Escrow Deposit to or at the direction of Buyer, and to disburse all other funds held by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (d) If this Agreement is terminated by Seller due to Buyer's material breach of this Agreement, then the payment to Seller of the Escrow Deposit pursuant to this Section shall be liquidated damages and shall constitute full payment and the exclusive remedy for any damages suffered by Seller by reason of Buyer's material breach of this Agreement. Seller and Buyer agree in advance that actual damages would be difficult to ascertain and that the amount of the Escrow Deposit is a fair and equitable amount to compensate Seller for Buyer's material breach of this Agreement.

Escrow Deposit. Simultaneously with the execution and delivery of this Agreement, Buyer has deposited (or an affiliate of Buyer) will deposit Seventy-Five Thousand Dollars ($75,000) (the “Escrow Deposit”) to be held in escrow. The Escrow Deposit with shall be held and disbursed by Pxxxxxx Communications, L.L.C. as the escrow agent (the “Escrow Agent in accordance with an Agent”) pursuant to the terms of a mutually agreeable escrow agreement (the “Escrow Agreement”), substantially in the form of Exhibit A attached hereto. All funds and documents deposited with or otherwise held Any fees charged by the Escrow Agent shall be held paid by Seller. The Escrow Deposit shall be the sole and disbursed in accordance exclusive recourse of Seller for any breach of this Agreement by Buyer. Prior to Closing, Seller may direct the Escrow Agent by written instruction (with a copy to be sent to Buyer pursuant to the terms provisions of Section 12.8 herein) to disburse up to Forty Thousand Dollars ($40,000) of the Escrow Agreement Deposit to Seller (such amount actually disbursed to Seller, the “Initial Disbursement”). The Initial Disbursement may be used by Seller for the sole purpose of purchasing and installing the following provisions: new transmitter for the Station facilities to be implemented pursuant to the Displacement CP. At Closing (ai) At the Second Closing, Buyer, Seller Initial Disbursement shall be a credit against the Purchase Price and (ii) the Company balance of the Escrow Deposit and any interest accrued thereon shall jointly instruct be disbursed by the Escrow Agent to disburse all funds held by Seller as a credit against the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (b) If this Agreement is terminated pursuant to Article 18 and Buyer is not in material breach of this Agreement, Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse all funds held by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (c) If this Agreement is terminated by Buyer due to Seller's material breach of this Agreement, then Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse the Escrow Deposit to or at the direction of Buyer, and to disburse all other funds held by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (d) Purchase Price. If this Agreement is terminated by Seller due pursuant to Buyer's material breach of this AgreementSection 11.1(b), then the payment to Seller of the Escrow Deposit and any interest accrued thereon shall be disbursed by the Escrow Agent to Seller. If this Agreement is otherwise terminated pursuant to this Section shall be liquidated damages and shall constitute full payment and the exclusive remedy for any damages suffered by Seller by reason of Buyer's material breach of this Agreement. Seller and Buyer agree in advance that actual damages would be difficult to ascertain and that the amount of its terms, the Escrow Deposit is a fair and equitable amount any interest accrued thereon shall be promptly disbursed by the Escrow Agent to compensate Buyer and Seller for Buyer's material breach of this Agreementshall not, by any act or omission, delay or prevent any such payment.

Escrow Deposit. Simultaneously with Upon the execution and delivery of this Agreement, Buyer has deposited the Purchaser shall deposit by wire transfer of immediately available funds the sum of Ten Million Dollars ($10,000,000) (the "Escrow Deposit Deposit") in an escrow account with AllFirst Bank (the "Escrow Agent Agent") in accordance with an escrow agreement among the Seller, the Purchaser and the Escrow Agent (the "Escrow Agreement. ") attached hereto as Exhibit L. All funds and documents deposited with or otherwise held by the Escrow Agent shall be held and disbursed in accordance with the terms of the Escrow Agreement and the following provisions: (a) At the Second Upon Closing, Buyer, the Seller and the Company Purchaser shall jointly instruct the Escrow Agent to disburse all funds amounts held by the Escrow Agent pursuant to the Escrow Agreement to the Purchaser, including any interest or other proceeds from the investment of funds held by the Escrow Agent. (b) If this Agreement is terminated as a result of a breach by the Purchaser, and the Seller is not in material breach of this Agreement, then the Seller and the Purchaser shall jointly instruct the Escrow Agent to hold the Escrow Deposit, including any interest or other proceeds from the investment of funds held by the Escrow Agent, (i) pending the receipt of a final order of a court of competent jurisdiction directing release in accordance with such order, or (ii) pending resolution of any disagreements between the parties until receipt of a second joint instruction directing the release of the Escrow Deposit in accordance with such instruction; provided, however, that except as set forth in Section 6.14(g) below, the parties recognize that the Escrow Deposit does not constitute liquidated damages, that recovery of all or part of the Escrow Deposit by the Seller shall not constitute the Seller's exclusive remedy, and the Seller shall therefore be entitled to or at pursue any other remedies that may be available to it, including recovery of the direction full extent of Buyerthe Seller's damages. (bc) If this Agreement is terminated pursuant to Article 18 as a result of a breach by the Seller, and Buyer the Purchaser is not in material breach of this Agreement, Buyer, then the Seller and the Company Purchaser shall jointly instruct the Escrow Agent to disburse all funds held by deliver the Escrow Agent pursuant Deposit to the Escrow AgreementPurchaser, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (cd) If this Agreement is terminated jointly by Buyer due to Seller's material breach of this Agreement, then Buyer, the Seller and the Company Purchaser, then the Seller and the Purchaser shall jointly instruct the Escrow Agent to disburse deliver the Escrow Deposit to or at the direction of Buyer, and to disburse all other funds held by the Escrow Agent pursuant to the Escrow AgreementPurchaser, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (de) If this Agreement is terminated by the Seller due pursuant to Buyer's material breach of this AgreementSection 6.15(f) hereof, then the payment Seller and the Purchaser shall jointly instruct the Escrow Agent to Seller of deliver the Escrow Deposit to the Purchaser, including any interest or other proceeds from the investment of funds held by the Escrow Agent. (f) If this Agreement is terminated by the Purchaser pursuant to this Section shall be liquidated damages and shall constitute full payment 8.2(a) hereof, then the Seller and the exclusive remedy for any damages suffered by Seller by reason of Buyer's material breach of this Agreement. Seller and Buyer agree in advance that actual damages would be difficult Purchaser shall jointly instruct the Escrow Agent to ascertain and that the amount of deliver the Escrow Deposit is a fair to the Purchaser, including any interest or other proceeds from the investment of funds held by the Escrow Agent. (g) If Seller terminates this Agreement pursuant to Section 8.1(f) or Section 8.1(g), then the Seller and equitable the Purchaser shall jointly instruct the Escrow Agent to deliver the Escrow Deposit to the Seller, including any interest or other proceeds from the investment of funds held by the Escrow Agent and such amount shall constitute liquidated damages (in lieu of any and all other damages Seller may otherwise have been entitled to compensate Seller collect) for BuyerPurchaser's material breach of this Agreementfailure to close under such circumstances.

Escrow Deposit. Simultaneously with (a) Within ten business days of the execution and delivery of this Agreement, Buyer has deposited the Escrow Deposit with the Escrow Agent in accordance with an Escrow Agreement. All funds and documents deposited with or otherwise held by the Escrow Agent shall be held and disbursed in accordance with the terms of the Escrow Agreement and the following provisions: (a) At the Second Closing, BuyerBuyers, Seller and the Company shall jointly instruct the Star Media Group, Inc., as Escrow Agent to disburse all funds held by (the "Deposit Escrow Agent Agent"), shall enter into a Deposit Escrow Agreement in the form of EXHIBIT B hereto (the "Deposit Escrow Agreement") pursuant to which Buyers shall deposit the amount described below as a deposit on the amount of the Purchase Price. Such amounts held in escrow shall be applied as set forth herein and in the Deposit Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (b) If Pursuant to the terms of the Deposit Escrow Agreement, Buyers shall wire transfer $1,500,000.00, or alternatively, deliver an irrevocable, stand-by letter of credit for such amount in substantially the form attached as Exhibit H to an escrow account established pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"). At the Closing, the Escrow Deposit, if in the form of cash, shall be applied to the Purchase Price to be paid to Seller and the interest accrued thereon shall be paid to Buyers, or if in the form of a letter of credit, shall be returned to Buyers. As more fully described in the Deposit Escrow Agreement: (a) in the event this Agreement is terminated pursuant to Article 18 and Buyer is not in solely because of Buyers' material breach of this AgreementAgreement and all other conditions to Closing are at such time satisfied or waived (other than such conditions as can reasonably be expected to be satisfied by the Closing), Buyerthe Escrow Deposit shall be paid to or delivered for draw thereon to Seller as liquidated damages as provided in Section 16.4 hereto for Buyers' material breach of this Agreement (the payment of such sum to Seller shall discharge any liability Buyers may have to Seller), Seller and the Company shall jointly instruct interest accrued on the Escrow Agent Deposit, if any, shall be paid to disburse all funds held by Seller; and (b) in the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (c) If event this Agreement is terminated by Buyer due to Seller's material breach of this Agreementunder any circumstances other than those set forth in the immediately preceding clause (a), then Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse the Escrow Deposit to or at the direction of Buyer, and to disburse all other funds held by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (d) If this Agreement is terminated by Seller due to Buyer's material breach of this Agreement, then the payment to Seller of the Escrow Deposit pursuant to this Section accrued thereon shall be liquidated damages and shall constitute full payment and the exclusive remedy for any damages suffered by Seller by reason of Buyer's material breach of this Agreement. Seller and Buyer agree in advance that actual damages would be difficult paid or returned to ascertain and that the amount of the Escrow Deposit is a fair and equitable amount to compensate Seller for Buyer's material breach of this AgreementBuyers.

Escrow Deposit. Simultaneously with Within one (1) business day of the execution and delivery date of this Agreement, Buyer has deposited shall make a deposit by wire transfer of immediately available funds or a letter of credit from a bank acceptable to Seller of Two Million Two Hundred Twenty-Five Thousand Dollars ($2,225,000) (the “Escrow Deposit Deposit”) with the escrow agent (the “Escrow Agent in accordance with an Escrow Agreement. All funds and documents deposited with or otherwise held by the Escrow Agent shall be held and disbursed in accordance with the terms of Agent”) pursuant to the Escrow Agreement (the “Escrow Agreement”) of even date herewith by and the following provisions: (a) At the Second Closing, among Buyer, Seller and the Company shall jointly instruct Escrow Agent. At Closing, the Escrow Agent Deposit (if cash) shall be disbursed to disburse all funds held by the Escrow Agent pursuant Seller and applied to the Escrow AgreementPurchase Price, including and any interest or other proceeds from the investment of funds held by the Escrow Agent, accrued thereon shall be disbursed to or at the direction of Buyer. (b) If this Agreement is terminated pursuant to Article 18 and Buyer is not in material breach of this Agreement, Buyer, Seller and the Company shall jointly instruct the Escrow Agent to disburse all funds held by the Escrow Agent pursuant to the Escrow Agreement, including any interest or other proceeds from the investment of funds held by the Escrow Agent, to or at the direction of Buyer. (c) . If this Agreement is terminated by Seller pursuant to Section 10.1(c), the Escrow Deposit and all interest accrued thereon shall be disbursed to Seller (through distribution of monies being held by Escrow Agent or, as the case may be, by drawing down on the letter of credit) and credited as liquidated damages under Section 10.5 hereof. If this Agreement is terminated for any other reason, the Escrow Deposit and all interest accrued thereon shall be disbursed to Buyer due (or, if a letter of credit, returned to Seller's material breach Buyer). If the Escrow Deposit is a letter of credit, the Escrow Agent shall be instructed to draw down on the entire amount of the Escrow Deposit if the letter of credit is not replaced with one of equal duration at least thirty (30) days prior to its expiration and this Agreement, then Buyer, Agreement has not been terminated in accordance with its terms or Seller and has made a claim for the Company Escrow Deposit that is still subject to review by any court of competent jurisdiction based on a complaint or other request for relief that has been or may be filed. The parties shall jointly each instruct the Escrow Agent to disburse the Escrow Deposit to or at the direction of Buyer, and to disburse all other funds held by the Escrow Agent pursuant interest thereon to the Escrow Agreementparty entitled thereto and shall not, including by any interest act or other proceeds from the investment of funds held omission, delay or prevent any such disbursement. Any failure by the Escrow Agent, Buyer to or at the direction of Buyer. (d) If this Agreement is terminated by Seller due to Buyer's material breach of this Agreement, then the payment to Seller of make the Escrow Deposit pursuant to this Section shall be liquidated damages and shall constitute full payment and the exclusive remedy for any damages suffered by Seller by reason of Buyer's material breach of this Agreement. Seller and Buyer agree in advance that actual damages would be difficult to ascertain and that the amount within one (1) business day of the Escrow Deposit is date hereof constitutes a fair and equitable amount material default as to compensate which the Cure Period under Section 10.1 does not apply, thereby entitling Seller for Buyer's material breach of to immediately terminate this Agreement.