Common use of Purchaser’s Deposit Clause in Contracts

Purchaser’s Deposit. Provided that this Agreement shall not by then have been terminated in accordance with its terms by either the Seller or the Purchaser for any reason, the Purchaser shall on May 30, 2002 make a deposit (the "Purchaser's Deposit") in the form of a certified check payable to the order of Lazard Freres & Co. LLC, as agent for the Seller, or other immediately available funds, in the amount of Three Million Dollars ($3,000,000). The Purchaser's Deposit shall be held in an interest-bearing escrow account and, together with interest thereon, shall be applied at the Closing against the Unadjusted Cash Purchase Price if the Closing shall take place in accordance with this Agreement. If the Closing shall not take place for any reason other than a termination by the Seller in accordance with Section 7.1(b), the Purchaser's Deposit, together with interest earned thereon, shall be returned to the Purchaser within two days following the earlier of either: (A) June 20, 2002 (or July 20, 2002 if such date has been extended in accordance with Section 7.1(g)) if by such date (or such extended date) the Bankruptcy Court shall not have entered the Section 363/365 Order in favor of the Purchaser, (B) the date on which this Agreement is terminated for any reason by either the Seller or the Purchaser in accordance with this Agreement (other than a termination by the Seller in accordance with Section 7.1(b)), or (C) October 15, 2002, provided that the Purchaser is not then in material breach of this Agreement after the Purchaser has received not less than 30 days prior written notice from the Seller of such breach. If this Agreement shall be terminated by the Seller in accordance with Section 7.1(b), the Purchaser's Deposit, together with interest earned thereon, shall promptly be delivered to the Seller and, notwithstanding any provision of Section 7.2 to the contrary, the receipt by the Seller of the Purchaser's Deposit shall constitute the Seller's sole remedy for (and such amount shall constitute liquidated damages in respect of) any breach by the Purchaser of this Agreement (other than a breach by the Purchaser of its obligations pursuant to Section 8.8 and the Confidentiality Agreement).

Purchaser’s Deposit. Provided that this Agreement shall not by then have been terminated in accordance with its terms by either the Seller or the Purchaser for any reason, the Purchaser shall on May 30, 2002 make a remit to Seller’s counsel an exxxxxx money deposit (“the "Purchaser's ’s Deposit"”) in the form of a certified check payable to the order of Lazard Freres & Co. LLC, as agent for the Seller, or other immediately available funds, in the amount of Three Million Dollars $10,000.00 within five ($3,000,0005) days after entry of the Interim Order (as hereinafter defined). The Purchaser's ’s Deposit shall be held deposited into Seller’s attorney’s trust account and separately identified as a deposit in an interest-bearing escrow account and, together with interest thereon, shall be applied at the Closing against the Unadjusted Cash Purchase Price if the Closing shall take place in accordance connection with this Agreement. If In the Closing shall not take place for any reason other than a termination event this Agreement is approved by the Seller in accordance with Section 7.1(b), the Purchaser's Deposit, together with interest earned thereon, shall be returned to the Purchaser within two days following the earlier of either: (A) June 20, 2002 (or July 20, 2002 if such date has been extended in accordance with Section 7.1(g)) if by such date (or such extended date) the Bankruptcy Court shall not have entered but the Section 363/365 Order in favor transactions contemplated herein fail to Close as a result of the fault of Purchaser, or Purchaser is unable to complete the Transactions through no fault of Seller (Bassuming Purchaser is the purchaser approved by the Court and subject to the conditions of closing set forth in Article 4, below), then the Initial Deposit shall be forfeited to Seller and Seller’s sole remedy shall be to retain Purchaser’s Deposit as liquidated damages, and Seller waives any and all legal and equitable remedies against Purchaser which might otherwise be available. Purchaser’s Deposit shall be promptly returned in full to Purchaser, without offset or reduction, within five (5) days of the Closing Date, if (i) Purchaser terminates the Transaction during the Inspection Period, or (ii) Purchaser’s bid is not selected as the Highest and Best Bid or the Back-Up Bid, or (iii) the date on which Assets are sold to another party, or (iv) either the Sale Order or Interim Order are not entered by the deadlines set forth below, or (v) this Agreement is terminated for any reason by either the Seller or the Purchaser in accordance with this Agreement (other than a termination not approved by the Seller in accordance with Section 7.1(b))Bankruptcy Court, or (Cvi) October 15, 2002, provided that the Purchaser is not then in material breach transactions contemplated herein fail to Close through no fault of this Agreement after the Purchaser has received not less than 30 days prior written notice from the Seller of such breach. If this Agreement shall be terminated by the Seller in accordance with Section 7.1(b), the Purchaser's Deposit, together with interest earned thereon, shall promptly be delivered to the Seller and, notwithstanding any provision of Section 7.2 to the contrary, the receipt by the Seller of the Purchaser's Deposit shall constitute the Seller's sole remedy for (and such amount shall constitute liquidated damages in respect of) any breach by the Purchaser of this Agreement (other than a breach by the Purchaser of its obligations pursuant to Section 8.8 and the Confidentiality Agreement).

Purchaser’s Deposit. Provided that this Agreement shall not by then have been terminated in accordance with its terms by either the Seller or the Purchaser for any reason, the Purchaser shall on May 30, 2002 make a deposit (the "“Purchaser's ’s Deposit"”) in the form of a certified check payable to the order of Lazard Freres & Co. LLC, as agent for the Seller, or other immediately available funds, in the amount of Three Million Dollars ($3,000,000). The Purchaser's ’s Deposit shall be held in an interest-bearing escrow account and, together with interest thereon, shall be applied at the Closing against the Unadjusted Cash Purchase Price if the Closing shall take place in accordance with this Agreement. If the Closing shall not take place for any reason other than a termination by the Seller in accordance with Section 7.1(b), the Purchaser's ’s Deposit, together with interest earned thereon, shall be returned to the Purchaser within two days following the earlier of either: (A) June 20, 2002 (or July 20, 2002 if such date has been extended in accordance with Section 7.1(g)) if by such date (or such extended date) the Bankruptcy Court shall not have entered the Section 363/365 Order in favor of the Purchaser, (B) the date on which this Agreement is terminated for any reason by either the Seller or the Purchaser in accordance with this Agreement (other than a termination by the Seller in accordance with Section 7.1(b)), or (C) October 15, 2002, provided that the Purchaser is not then in material breach of this Agreement after the Purchaser has received not less than 30 days prior written notice from the Seller of such breach. If this Agreement shall be terminated by the Seller in accordance with Section 7.1(b), the Purchaser's ’s Deposit, together with interest earned thereon, shall promptly be delivered to the Seller and, notwithstanding any provision of Section 7.2 to the contrary, the receipt by the Seller of the Purchaser's ’s Deposit shall constitute the Seller's ’s sole remedy for (and such amount shall constitute liquidated damages in respect of) any breach by the Purchaser of this Agreement (other than a breach by the Purchaser of its obligations pursuant to Section 8.8 and the Confidentiality Agreement).