Deposit and Escrow Clause Samples

Deposit and Escrow. 1.4.1 Within three (3) Business Days after the Effective Date, Buyer shall deliver to GRS Global, Attn: S▇▇▇▇ ▇▇▇▇▇▇▇, located at 9▇▇ ▇. ▇▇▇▇ Street, Suite 1100, Richmond, Virginia 23219, Telephone: (▇▇▇)▇▇▇-▇▇▇▇, E-mail: s▇▇▇▇▇▇▇@▇▇▇-▇▇▇▇▇▇.▇▇▇ (“Escrow Holder”) an e▇▇▇▇▇▇ money deposit in the amount of ten thousand and No/100 Dollars ($10,000) (together with any interest thereon, the “Deposit”). The Deposit shall be held in an insured, interest-bearing account with interest accruing for the benefit of the party entitled to the Deposit pursuant to the terms of this Agreement. The Escrow Holder may conclusively rely upon and act in accordance with any certificate, instructions, notice, letter, e-mail, facsimile and/or other written instrument believed to be genuine and to have been signed or communicated by the proper party or parties. 1.4.2 The Deposit shall be applied to the Purchase Price if the Closing occurs. After the expiration of the Due Diligence Period, the Deposit shall be nonrefundable to Buyer except as otherwise provided herein, including, without limitation, unless escrow fails to close due to Seller’s breach or default under this Agreement, a failure of a representation or warranty by Seller to be true and correct as of the Closing or due to the failure of a condition precedent set forth in Section 5.4, and shall constitute liquidated damages to Seller if escrow fails to close solely as a result of Buyer’s default as provided in Section 6.1 below. In the event Buyer shall elect to terminate this Agreement during the Due Diligence Period, the Deposit shall be returned to Buyer as provided in Section 3.6 below.

Deposit and Escrow. 1.3.1 Within three (3) Business Days after execution of this Agreement by both Buyer and Seller, Buyer shall deliver to Escrow Agent, whose contact information is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 800, Dallas, Texas 75201, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, by wire transfer in accordance with the instructions set forth on Schedule 1.3.1 hereto a deposit in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “Deposit”). In addition, as independent consideration for the rights and benefits granted to Buyer, One Hundred and 00/100 Dollars ($100.00) of the Deposit is independent consideration hereunder and is non-refundable, and is immediately released by Escrow Agent to Seller and immediately becomes the property of Seller upon execution and delivery of this Agreement by Buyer (and thus all references to a return of the Deposit to Buyer shall mean the $500,000.00 less the $100 non-refundable portion.) The Deposit shall be held in an insured, interest-bearing escrow account at a bank reasonably acceptable to both Seller and Buyer with interest accruing for the benefit of the party entitled to the Deposit (and at Closing (as defined below) or such other date upon which the Deposit is released pursuant to the terms hereof, the interest will be paid to the party entitled to the Deposit). Escrow Agent may conclusively rely upon and act, subject to the escrow provisions of this Agreement, in accordance with any certificate, instructions, notice, letter, e-mail, facsimile, or other written instrument believed to be genuine and signed or communicated by the proper party or parties entitled to deliver same to Escrow Agent under this Agreement. 1.3.2 The Deposit shall be applied to the Purchase Price if the Closing occurs. Unless Buyer delivers a Termination Notice (as defined below) on or prior to the expiration of the Due Diligence Period (as defined below), the Deposit shall thereafter become non-refundable to Buyer, except where this Agreement expressly provides that the Deposit shall be returned to Buyer upon the termination of this Agreement. If Buyer shall terminate this Agreement on or prior to the expiration of the Due Diligence Period, the Deposit shall be returned to Buyer as provided in Section 3.6.

Deposit and Escrow. (a) The Company and each Purchaser hereby appoint Morse, Zelnick, Rose & Lander, LLP to act as escrow agent (“Escrow Agent”) in connection with the transactions contemplated hereby upon the following terms and conditions: (b) Simultaneously with the execution and delivery of this Agreement, Purchaser shall wire transfer such Purchaser’s Subscription Amount to the Escrow Agent’s Attorney Trust I▇▇▇ Account (the “I▇▇▇ Account”), a non-interest bearing account maintained at J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, in accordance with the following instructions: J▇ ▇▇▇▇▇▇ Chase 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Newark, DE 19713 For credit to the account of: M▇▇▇▇ Z▇▇▇▇▇▇ ▇▇▇▇ & L▇▇▇▇▇, LLP Attorney Trust I▇▇▇ Account Reference: Protalex, Inc. Private Placement ABA#0▇▇▇▇▇▇▇▇ Account #967086639 (c) Escrow Agent shall hold such Subscription Amount in escrow in accordance with the terms hereof. (d) At the Closing in accordance with the terms of this Agreement, Escrow Agent shall deliver the Subscription Amount to the Company. (e) If the Closing does not take place on or before January 31, 2014 (unless extended by the Company in its sole discretion for up to 15 days upon notice to the Purchasers and the Escrow Agent), Escrow Agent shall return the Subscription Amount to Purchaser as soon as reasonably practicable thereafter but no later than February 10, 2014. (f) It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of Section 2.4(g) are purely ministerial in nature, and Escrow Agent shall incur no liability whatever, except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to pay the Subscription Amount; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, the Company and Purchaser; (vi) Except as otherwise provided in Section 2.4(g), the Company shall reimburse and indemnify Escrow Agent for, and hold it harmless against, any a...

Deposit and Escrow. 104.1 Within three (3) Business Days after the Effective Date, Buyer shall deliver to GRS Global, Attn: S▇▇▇▇ ▇▇▇▇▇▇▇, located at 9▇▇ ▇. ▇▇▇▇ Street, Suite 1100, Richmond, Virginia 23219, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, E-mail: s▇▇▇▇▇▇▇@▇▇▇-▇▇▇▇▇▇.▇▇▇ (“Escrow Holder”) an e▇▇▇▇▇▇ money deposit in the amount often thousand and No/100 Dollars ($10,000) (together with any interest thereon, the “Deposit”). The Deposit shall be held in an insured, interest-bearing account with interest accruing for the benefit of the party entitled to the Deposit pursuant to the terms of this Agreement. The Escrow Holder may conclusively rely upon and act in accordance with any certificate, instructions, notice, letter, e-mail, facsimile and/or other written instrument believed to be genuine and to have been signed or communicated by the proper party or parties.

Deposit and Escrow. 1.4.1 Within one (1) Business Day after the Effective Date, Buyer shall deliver to Escrow Agent at the following address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, a good faith deposit in the amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00) (said amount, inclusive of interest earned thereon, is referred to herein as the “Deposit”). The Deposit shall be held in an insured, interest-bearing account with interest accruing for the benefit of Buyer. Buyer’s Federal Tax Identification Number may be listed after its signature. The Escrow Agent shall not be responsible for any loss, diminution in value or failure to achieve a greater profit as a result of such investments. Escrow Agent assumes no responsibility for, nor shall said Escrow Agent be held liable for, any loss occurring which arises from (i) failure of the depository institution, (ii) the fact that some banking instruments, including without limitation repurchase agreements and letters of credit are not covered by the Federal Deposit Insurance Corporation, or (iii) the fact that the amount of the Deposit may cause the aggregate amount of any depositor’s accounts to exceed $250,000 and that such excess amount is not insured by the Federal Deposit Insurance Corporation. The Escrow Agent is not a trustee for any party for any purpose, and is merely acting as a depository and in a ministerial capacity hereunder with the limited duties herein prescribed. The Escrow Agent may conclusively rely upon and act in accordance with any certificate, instructions, notice, letter, e-mail, facsimile, other written instrument believed to be genuine and to have been signed or communicated by the proper party or parties. The Seller and Buyer shall indemnify, save, defend, keep and hold harmless the Escrow Agent from any and all loss, damage, cost, charge, liability, cost of litigation, or other expense, including without limitation attorney’s fees and court costs, arising out of its obligations and duties, including but not limited to (i) disputes arising or concerning amounts of money to be paid, (ii) funds available for such payments, (iii) persons to whom payments should be made or (iv) any delay in the electronic wire transfer of funds, as Escrow Agent, unless Escrow Agent’s actions constitute gross negligence or willful misconduct. 1.4.2 The Deposit shall be applied to the Purchase Price if the Closing (as defined in Section 1.5.1 below) occurs. After the exp...

Deposit and Escrow. 2.1. By no later than 5 pm on Wednesday, July 27, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyer, the Deposit. Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by Escrow Agent to allow Escrow Agent to timely release the Deposit to Seller. 2.2. By no later than 5 pm on Monday, August 1, 2011, Buyer shall deliver to Escrow Agent, by wire transfer, the additional sum of $270,000 (the “Second Additional Deposit”). By no later than 5 pm on Tuesday, August 2, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyer, the Second Additional Deposit. Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by Escrow Agent to allow Escrow Agent to timely release the Second Additional Deposit to Seller. 2.3. As to the Second Additional Deposit: (i) the sum of $250,000 shall be credited against and applied to the Purchase Price on the Closing Date, and shall be deemed additional liquidated damages to Seller should the Closing fail to occur due to Buyer’s default; and (ii) the sum of $20,000 shall be deemed additional consideration to Seller for entering into this Third Amendment (and reimbursement for Seller’s time and effort and costs and expenses incurred), and said $20,000 shall be non-refundable to Buyer and retained by Seller as its sole property, and not credited against nor applied to the Purchase Price on the Closing Date. Should Escrow Agent fail to receive the entire Second Additional Deposit from Buyer by 5 pm on August 1, 2011, Buyer shall be deemed to be default under the Agreement and this Third Amendment, the Escrow shall be cancelled, the Agreement and this Third Amendment shall terminate (except for those provisions that expressly survive the termination of the Agreement and this Third Amendment), and Seller shall retain the previously delivered Deposit for its own account as liquidated damages. Upon Seller’s receipt of the Deposit and Second Additional Deposit, such sums shall be nonrefundable to Buyer unless a Closing fails to occur due to Seller’s breach or default under or as otherwise provided in the Agreement as amended by this Third Amendment, in which event: (i) the Deposit plus the entire Second Additional Deposit shall be refundable to Buyer in event a Closing fails to occur due to Seller’s default, or (ii) the Deposit plus $250,000 o...

Deposit and Escrow. 1.4.1 Within three (3) Business Days after the Effective Date, Buyer shall deliver to Escrow Agent at the following address: First American Title Insurance Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Fourth Floor Los Angeles, California 90017 Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇) Phone: (▇▇▇) ▇▇▇-▇▇▇▇, a deposit in the amount of Two Hundred Thousand Dollars ($200,000.00) (the “Deposit”). The Deposit shall be held in an insured, interest-bearing account with interest accruing for the benefit of Buyer. For purposes of this Agreement the term “Deposit” shall include any and all interest earned thereon. The Escrow Agent may conclusively rely upon and act in accordance with any certificate, instructions, notice, letter, e-mail, facsimile, or other written instrument believed to be genuine and signed or communicated by the proper party or parties. 1.4.2 The Deposit shall be applied to the Purchase Price if the Closing (as defined below) occurs. Upon delivery of Buyer’s Approval Notice (as defined below), the Deposit shall not be returned to Buyer unless escrow fails to close due to (i) Seller’s breach or default under this Agreement, (ii) a failure of a representation or warranty by Seller to be true and correct as of the Closing, (iii) a failure of a condition precedent set forth in Section 5.4, or (iv) any other reason that entitles Buyer to have the Deposit returned as provided for herein. In the event Buyer shall elect to terminate or shall be deemed to have terminated this Agreement during the Due Diligence Period (as defined below), or as otherwise provided in this Agreement, the Deposit shall be returned to Buyer as provided in Section 3.6 below.

Deposit and Escrow. Upon Seller’s written acceptance of this Offer to Purchase, the Buyer shall wire transfer a refundable deposit in the amount of $_____,000 USD (the Escrow Deposit”) to the following “Escrow Company”: (Check one) ___ AeroTitle Escrow Company ___ AIC Title Service ___ Aerospace Reports

Deposit and Escrow. (a) The Escrow Agent, as escrow agent for the parties hereto, agrees to accept the Escrow Property from the Shareholder. The Escrow Agent shall not use the Escrow Property or disclose the same to any third party except as specifically provided for herein. The Escrow Agent will hold the Escrow Property in safekeeping at a location where it carries on business in the City of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, unless and until the Escrow Agent receives notice pursuant to this Agreement that the Escrow Agent is to deliver some or all of the Escrow Property to the Shareholder in accordance with this Agreement. (b) The parties acknowledge that the Escrow Property was purchased and paid for by the Shareholder and is the property of the Shareholder subject only to the terms of this Agreement. The Shareholder shall be entitled to receive directly all dividends and distributions on and in respect of the Escrow Property (subject to the provisions of section 12 hereof in respect of certain transactions specified therein) and to vote or give consents with respect to the Escrow Property. During the period in which the Escrow Property is held in escrow pursuant to the terms of the Agreement, the Escrow Property shall remain registered in the name of the Shareholder. (c) The Shareholder agrees that except as expressly permitted herein or except with the express written consent of Fairfax and Hub, the Escrow Property and beneficial ownership of any interest therein shall not be sold, assigned, redeemed, surrendered for consideration, mortgaged, hypothecated, charged, pledged, encumbered, alienated, released from escrow, transferred within escrow or otherwise dealt with in any manner, except as may be required by reason of the bankruptcy of the Shareholder, in which case the Escrow Agent shall hold the Escrow Property subject to this Agreement for the benefit of whatever person shall be legally entitled to become the registered owner thereof as evidenced by the order of a court of competent jurisdiction. The foregoing notwithstanding, the Shareholder shall be entitled to transfer the beneficial ownership of the Escrow Property to any family member or any trust or other entity for the benefit of any family member provided that the Escrow Property shall remain subject to the terms of this agreement.