Common use of Closing Deposit Clause in Contracts

Closing Deposit. (a) The closing of the purchase of the Purchased Assets under this Agreement shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, at 10:00 a.m. local time, on the closing date (the "Closing" or the "Closing Date"), which shall be the first business day of the calendar month which is at least ten (10) days after the fulfillment or waiver of each of the conditions set forth in Article V hereof or at such other place, or on such earlier or later date and time as may be mutually agreed in writing by Buyer and Sellers, with the parties executing documents and exchanging signed documents. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed to have been taken nor any documents executed or delivered until all have been taken, executed and delivered. At Closing, (i) the Sellers and CSC shall deliver to Buyer all executed documents contemplated hereby including, without limitation, bills of sale and quitclaim deeds with covenant, necessary to transfer all of Sellers' and CSC's right, title and interest in and to the Purchased Assets, subject only to Permitted Liens, to Buyer as provided herein, (ii) the Buyer shall deliver to the Sellers all executed documents contemplated hereby, including without limitation instruments of assumption with respect to the Assumed Liabilities, and (iii) Buyer shall arrange for the delivery or wire transfer of the Purchase Price to or at the written direction of the Sellers on the terms set forth herein. (b) Concurrently with the execution and delivery of this Agreement by all parties hereto, Buyer is delivering the sum of $1,000,000 (the "Deposit"), to be retained by a third party escrow agent in an interest-bearing account pursuant to an agreed upon escrow agreement (the "Escrow Agreement"). The Deposit (and all accrued interest thereon) shall be applied to the Purchase Price at the Closing. In the event this Agreement is terminated pursuant to Section 6.4(i) or (ii) hereof, the Sellers shall be entitled to retain the Deposit (together with interest accrued thereon) as liquidated damages (and not a penalty), it being agreed and acknowledged that Sellers' damages in the event of such a termination would be extremely difficult to calculate with precision, and the receipt and retention thereof shall be Sellers' sole and exclusive remedy (whether at law or equity) in the event of such a termination. If this Agreement is terminated other than pursuant to Section 6.4 (i) or (ii) hereof, the Deposit (together with any interest accrued thereon) shall be promptly returned to Buyer within four (4) business days of such termination.

Closing Deposit. (a) The closing of the purchase of the Purchased Assets Stock under this Agreement shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, at 10:00 a.m. local time, on the closing date (the "Closing" or the "Closing Date"), which shall be the first business day of the calendar month which is at least ten (10) days after the fulfillment or waiver of each of the conditions set forth in Article V hereof or at such other place, or on such earlier or later date and time as may be mutually agreed in writing by Buyer and SellersCSC, with the parties executing documents and exchanging signed documents. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed to have been taken nor any documents executed or delivered until all have been taken, executed and delivered. At Closing, (i) the Sellers and CSC all parties shall deliver to Buyer all executed documents contemplated hereby including, without limitation, bills of sale and quitclaim deeds with covenant, necessary to transfer all of Sellers' and CSC's right, title and interest in and to the Purchased Included Assets, subject only to Permitted Liens, to Buyer the Companies as provided herein and the bills of sale with stock powers necessary to transfer to the Buyer all of the Stock as contemplated herein, (ii) the Buyer and the Companies shall deliver to CSC the Sellers all executed documents contemplated herebyIndemnification Agreement a copy of which is attached hereto as Schedule 1.7(a), including without limitation instruments expressing the obligation of assumption the Buyer and the Companies to indemnify CSC, its directors, officers, shareholders and affiliates from and hold them harmless with respect to the Assumed Liabilities, (iii) CSC shall deliver to the Buyer and to the Companies the Indemnification Agreement a copy of which is attached hereto as Schedule 1.7(a), expressing the obligation of CSC to indemnify the Buyer and the Companies and their respective directors, officers, shareholders and affiliates from and hold them harmless with respect to the Identified Excluded Liabilities, and (iiiiv) Buyer shall arrange for the delivery or wire transfer of the Purchase Price to or at the written direction of the Sellers CSC on the terms set forth herein. (b) Concurrently with the execution and delivery of this the Initial Agreement by all parties hereto, Buyer is delivering delivered the sum of $1,000,000 (the "Deposit"), to be which is being retained by a third party escrow agent in an interest-bearing account pursuant to an agreed upon escrow agreement Escrow Agreement, dated as of April 18, 2003, among CSC, the Buyer and KeyBank National Association (the "Escrow Agreement"). The Deposit (and all accrued interest thereon) shall be applied to the Purchase Price at the Closing. In the event this Agreement is terminated pursuant to Section 6.4(i) or (ii) hereof, the Sellers CSC shall be entitled to retain the Deposit (together with interest accrued thereon) as liquidated damages (and not a penalty), it being agreed and acknowledged that Sellers' CSC's damages in the event of such a termination would be extremely difficult to calculate with precision, and the receipt and retention thereof shall be Sellers' CSC's sole and exclusive remedy (whether at law or equity) in the event of such a termination. If this Agreement is terminated other than pursuant to Section 6.4 (i) or (ii) hereof, the Deposit (together with any interest accrued thereon) shall be promptly returned to Buyer within four (4) business days of such termination.