Common use of Purchase Price; Deposit Clause in Contracts

Purchase Price; Deposit. (i) Purchaser shall, within two (2) Business Days of the execution of this Agreement, deposit with the Escrow Agent the sum of $10,750,000 by wire transfer of immediately available funds and (ii) Purchaser shall, within two (2) Business Days of the entry of the Bidding Procedures Order by the Bankruptcy Court, deposit with the Escrow Agent the sum of $10,750,000 by wire transfer of immediately available funds (the funds due and payable pursuant to clause (i) and (ii), collectively, the "Deposit Escrow Funds"). The Deposit Escrow Funds (together with all accrued investment income thereon) shall be distributed by the Escrow Agent as follows: (a) if the Closing shall occur, the Deposit Escrow Funds together with all accrued investment income thereon shall be applied towards the Purchase Price payable by Purchaser to Sellers at the Closing; (b) if this Agreement is validly terminated by Sellers pursuant to Section 4.4(d), the Deposit Escrow Funds, together with all accrued investment income thereon, shall be released to Sellers; or (c) if this Agreement is validly terminated (i) by Sellers or Purchaser pursuant to Section 4.4(a), Sections 4.4(e), Section 4.4(f)(i) or Section 4.4(j), (ii) by Sellers and Purchaser pursuant to Section 4.4(b), or (iii) by Purchaser pursuant to Section 4.4(c), Section 4.4(f)(ii), Section 4.4(g), Section 4.4(h) or Section 4.4(i), the Deposit Escrow Funds, together with all accrued investment income thereon, shall in each case be returned to Purchaser.

Purchase Price; Deposit. (i) Purchaser shall, within two (2) Business Days of Upon the execution of this Agreement, pursuant to the terms of an escrow agreement substantially in the form of Exhibit C attached hereto (the “Escrow Agreement”), Purchaser shall immediately deposit with Wilmington Trust Company or such other Person mutually agreed upon by the Parties, in its capacity as escrow agent (the “Escrow Agent Agent”) the sum of Four Million Dollars ($10,750,000 4,000,000,000) by wire transfer of immediately available funds and (ii) Purchaser shall, within two (2) Business Days of the entry of the Bidding Procedures Order by the Bankruptcy Court, deposit with Parent will deliver to the Escrow Agent the sum Four Million Dollars ($4,000,000,000) wired by or on behalf of $10,750,000 by wire transfer of immediately available funds Purchaser to Seller on April 12, 2004 (the funds due and payable pursuant to clause (i) and (ii), collectively, the "Deposit “Escrowed Funds”), to be released by the Escrow Funds")Agent and delivered to either Purchaser or Parent, in accordance with the provisions of the Escrow Agreement. The Deposit Pursuant to the Escrow Agreement, the Escrowed Funds (together with all accrued investment income or interest thereon) shall be distributed by the Escrow Agent as follows: (a) if the Closing shall occur, the Deposit Escrow Escrowed Funds together with all accrued investment income thereon shall be applied towards the Purchase Price payable by Purchaser to Sellers under Section 3.3 hereof and all accrued investment income or interest thereon shall be delivered to Purchaser at the Closing; (b) if this Agreement is validly terminated by Sellers pursuant to Section 4.4(d4.4(f), the Deposit Escrow Escrowed Funds, together with all accrued investment income or interest thereon, shall be released delivered to SellersSeller; or (c) if this Agreement is validly terminated (i) for any reason other than by Sellers or Purchaser pursuant to Section 4.4(a), Sections 4.4(e), Section 4.4(f)(i) or Section 4.4(j), (ii) by Sellers and Purchaser pursuant to Section 4.4(b), or (iii) by Purchaser pursuant to Section 4.4(c), Section 4.4(f)(ii), Section 4.4(g), Section 4.4(h) or Section 4.4(i4.4(f), the Deposit Escrow Escrowed Funds, together with all accrued investment income or interest thereon, shall in each case be returned to Purchaser.

Purchase Price; Deposit. (i) Purchaser shall, within two (2) Business Days of Upon the execution of this Agreement, pursuant to the terms of an escrow agreement substantially in the form of Exhibit C attached hereto (the "Escrow Agreement"), Purchaser shall immediately deposit with Wilmington Trust Company or such other Person mutually agreed upon by the Parties, in its capacity as escrow agent (the "Escrow Agent Agent") the sum of Four Million Dollars ($10,750,000 4,000,000,000) by wire transfer of immediately available funds and (ii) Purchaser shall, within two (2) Business Days of the entry of the Bidding Procedures Order by the Bankruptcy Court, deposit with Parent will deliver to the Escrow Agent the sum Four Million Dollars ($4,000,000,000) wired by or on behalf of $10,750,000 by wire transfer of immediately available funds Purchaser to Seller on April 12, 2004 (the funds due and payable pursuant to clause (i) and (ii), collectively, the "Deposit Escrow Escrowed Funds"), to be released by the Escrow Agent and delivered to either Purchaser or Parent, in accordance with the provisions of the Escrow Agreement. The Deposit Pursuant to the Escrow Agreement, the Escrowed Funds (together with all accrued investment income or interest thereon) shall be distributed by the Escrow Agent as follows: (a) if the Closing shall occur, the Deposit Escrow Escrowed Funds together with all accrued investment income thereon shall be applied towards the Purchase Price payable by Purchaser to Sellers under Section 3.3 hereof and all accrued investment income or interest thereon shall be delivered to Purchaser at the Closing; (b) if this Agreement is validly terminated by Sellers pursuant to Section 4.4(d4.4(f), the Deposit Escrow Escrowed Funds, together with all accrued investment income or interest thereon, shall be released delivered to SellersSeller; or (c) if this Agreement is validly terminated (i) for any reason other than by Sellers or Purchaser pursuant to Section 4.4(a), Sections 4.4(e), Section 4.4(f)(i) or Section 4.4(j), (ii) by Sellers and Purchaser pursuant to Section 4.4(b), or (iii) by Purchaser pursuant to Section 4.4(c), Section 4.4(f)(ii), Section 4.4(g), Section 4.4(h) or Section 4.4(i4.4(f), the Deposit Escrow Escrowed Funds, together with all accrued investment income or interest thereon, shall in each case be returned to Purchaser.

Purchase Price; Deposit. (i) Purchaser shallAs promptly as possible, but in any event within two (2) Business Days of Days, after the execution of this Agreement, Purchaser shall deposit with Commerce Bank, National Association, in its capacity as escrow agent (the “Escrow Agent”), pursuant to that certain Escrow Agreement, dated as of the date hereof, by and among Purchaser, Seller and the Escrow Agent (the sum of $10,750,000 “Escrow Agreement”), by good check or wire transfer of immediately available funds and funds, an amount equal to one million dollars (ii$1,000,000) Purchaser shall(the “Escrowed Funds”), within two (2) Business Days of the entry of the Bidding Procedures Order such deposit to be released by the Bankruptcy Court, deposit with the Escrow Agent and delivered to either Purchaser or Seller, in accordance with the sum provisions of $10,750,000 by wire transfer of immediately available funds (the funds due and payable pursuant Escrow Agreement. Pursuant to clause (i) and (ii), collectivelythe Escrow Agreement, the "Deposit Escrow Funds"). The Deposit Escrow Escrowed Funds shall be deposited into an interest bearing account and (together with all accrued investment income thereon) shall be distributed by the Escrow Agent as follows: (a) if the Closing shall occur, the Deposit Escrow Escrowed Funds together with shall be delivered to Seller as partial consideration for the Purchased Assets, and all accrued investment income thereon on the Escrowed Funds shall be applied towards the Purchase Price payable by delivered to Purchaser to Sellers at the Closing; (b) if this Agreement is validly terminated by Sellers Seller pursuant to Section 4.4(d4.4(c)(ii), the Deposit Escrow Escrowed Funds, together with all accrued investment income thereon, shall be released delivered to SellersSeller; or (c) if this Agreement is validly terminated (i) by Sellers or Purchaser pursuant to Section 4.4(a)4.4, Sections 4.4(e), Section 4.4(f)(i) or Section 4.4(j), (ii) other than by Sellers and Purchaser Seller pursuant to Section 4.4(b), or (iii) by Purchaser pursuant to Section 4.4(c), Section 4.4(f)(ii), Section 4.4(g), Section 4.4(h) or Section 4.4(i4.4(c)(ii), the Deposit Escrow Escrowed Funds, together with all accrued investment income thereon, shall in each case be returned to Purchaser.

Purchase Price; Deposit. (i) Purchaser shall, within two (2) Business Days of Upon the execution of this Agreement, pursuant ---------------------- to the terms of the Purchaser Deposit Escrow Agreement, Purchaser shall immediately deposit with the Escrow Agent the sum of Five Hundred Thousand Dollars ($10,750,000 by wire transfer of immediately available funds and (ii500,000) Purchaser shall, within two (2) Business Days of the entry of the Bidding Procedures Order by the Bankruptcy Court, deposit with the Escrow Agent the sum of $10,750,000 by wire transfer of immediately available funds (the funds due and payable pursuant to clause (i) and (ii"Purchaser Deposit"), collectively, the "Deposit Escrow Funds"). The Deposit Escrow Funds (together with all accrued investment income thereon) shall to be distributed released by the Escrow Agent and delivered to either ----------------- Purchaser or Seller, in accordance with the provisions of the Purchaser Deposit Escrow Agreement. Pursuant to the Purchaser Deposit Escrow Agreement, the Purchaser Deposit and the accrued investment income thereon shall be distributed as follows: (a) if the Closing shall occur, (i) the Purchaser Deposit Escrow Funds together with all accrued investment income thereon shall be applied towards the Purchase Price payable by Purchaser to Sellers Seller under Section 3.3 ----------- hereof and the Escrow Agent shall deliver the Purchaser Deposit by wire transfer of immediately available funds into an account designated by Seller pursuant to the terms of the Purchaser Deposit Escrow Agreement and (ii) all accrued investment income thereon shall be delivered to Purchaser at the Closing; (b) if this Agreement is validly terminated by Sellers the Seller pursuant to Section 4.4(d4.4(f), the Deposit Escrow FundsPurchaser Deposit, together with all accrued investment --------------- income thereon, shall be released delivered to SellersSeller; or (c) if this Agreement is validly terminated (i) by Sellers or Purchaser pursuant to Section 4.4(a), Sections 4.4(c) or 4.4(e), Section 4.4(f)(i) or Section 4.4(j), (ii) by Sellers and Purchaser Seller pursuant to Section 4.4(b4.4(d), or ---------------- ------ -------------- (iii) by Purchaser or Seller pursuant to Section 4.4(cSections 4.4(a), Section 4.4(f)(ii4.4(b), Section 4.4(g), Section 4.4(h) or Section 4.4(i---------------- ------ ------ 4.4(h), the Deposit Escrow FundsPurchaser Deposit, together with all accrued investment income ----- thereon, shall in each case be returned to Purchaser.

Purchase Price; Deposit. (i) Purchaser shall, within two (2) Business Days Upon entry of the execution Bidding Procedures Order, Purchasers shall deposit with a mutually acceptable escrow agent (the "Escrow Agent"), pursuant to the terms of this the Escrow Agreement, deposit with the Escrow Agent the sum of $10,750,000 by certified check or wire transfer of immediately available funds and (ii) Purchaser shallfunds, within two (2) Business Days of the entry of the Bidding Procedures Order by the Bankruptcy Court, deposit with the Escrow Agent the aggregate sum of two million dollars ($10,750,000 by wire transfer of immediately available funds 2,000,000) (the funds due and payable pursuant to clause (i) and (ii), collectively, the "Deposit Escrow FundsAmount"). The Pursuant to the Escrow Agreement, the Deposit Escrow Funds (together with Amount, plus all accrued interest and investment income thereon) , shall be distributed by the Escrow Agent as followseither: (a) if the Closing shall occur, the Deposit Escrow Funds together with Amount plus all accrued interest and investment income thereon shall be (i) applied towards the Purchase Price payable by Purchaser Purchasers to Sellers under Section 3.3 hereof; and (ii) delivered to Sellers at the Closing; (b) if this Agreement is validly terminated by Sellers pursuant to Section 4.4(d4.4(e), the Deposit Escrow FundsAmount, together with plus all accrued interest and investment income thereon, shall be released delivered to Sellers; or; (c) if this Agreement is validly terminated (i) by Sellers or Purchaser Purchasers pursuant to Section 4.4(a4.4(d), Sections 4.4(e4.4(f), Section 4.4(f)(i4.4(g), 4.4(i) or Section 4.4(j), (ii) by Purchasers or Sellers and Purchaser pursuant to Section 4.4(b4.4(a) or 4.4(c), or (iii) by Purchaser Purchasers and Sellers pursuant to Section 4.4(c), Section 4.4(f)(ii), Section 4.4(g), Section 4.4(h) or Section 4.4(i4.4(b), the Deposit Escrow FundsAmount, together with all accrued interest and investment income thereon, shall in each case be returned to PurchaserPurchasers; provided, however, in the event that this Agreement is terminated by Purchasers pursuant to Section 4.4(d), 4.4(f), 4.4(g), 4.4(i), or 4.4(j), then (x) the Deposit Amount, together with all accrued interest and investment income thereon shall be returned to Purchasers and (y) Sellers shall pay to Purchasers the Expense Reimbursement; and provided further, in the event this Agreement is terminated by Purchasers pursuant to Section 4.4(h), Sellers shall pay to Purchasers the Expense Reimbursement. Notwithstanding the foregoing, nothing in this Section 3.2 shall be deemed to release any party from liability for (A) fraud or (B) willful breach of its obligations under this Agreement. In no event shall Sellers have any obligation to pay to Purchasers any amounts in respect of the Deposit Amount prior to payment by Purchasers of the Deposit Amount pursuant to Section 3.2; provided, that this provision shall not limit Sellers' obligations under this Agreement other than with respect to the return of the Deposit Amount.