Common use of Escrow Deposit Clause in Contracts

Escrow Deposit. 3.2.1 Within one (1) business day of the execution and delivery of this Agreement, Buyer, Seller and The Fifth Third Bank, as Escrow Agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit B hereto (the "Deposit Escrow Agreement") pursuant to which Buyer --------- 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. 3.2.2 Buyer shall wire transfer TWO MILLION DOLLARS ($2,000,000) to the Deposit Escrow Agent's trust account pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"), and at the Closing, the Escrow Deposit shall be applied to the Purchase Price to be paid to Seller and the interest accrued thereon shall be paid to Buyer. As more fully described in the Deposit Escrow Agreement: (a) in the event of Buyer's material breach of this Agreement and Seller shall not at such time be in material breach of this Agreement, the Escrow Deposit, plus any interest earned thereon, shall be paid to Seller as liquidated damages as provided in Section 16.4 hereto for Buyer's material breach of this Agreement (the payment of such sum to Seller shall discharge any liability Buyer may have to Seller hereunder other than in connection with any FCC, Escrow Agent or other fees to the extent payable by Buyer hereunder), unless Seller elects to specifically enforce the Agreement pursuant to the provisions of Section 16.3; and (b) in the event this Agreement is terminated under any circumstances other than a Closing hereunder or those set forth in the immediately preceding clause (a), the Escrow Deposit and the interest accrued thereon shall be paid to Buyer.

Escrow Deposit. 3.2.1 (a) Within one two (12) business day of days after the execution and delivery of this Agreement, Buyer, Seller and The Fifth Third National City Bank, in Cambridge, Ohio, as Escrow Agent Agent, or an alternative escrow agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit B hereto (the "Deposit Escrow Agreement") pursuant to which Buyer --------- 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. 3.2.2 (b) Pursuant to the terms of the Deposit Escrow Agreement, Buyer shall wire transfer TWO MILLION DOLLARS One Hundred Thousand Dollars ($2,000,000100,000) to the Deposit Escrow Agent's trust an escrow account established pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"), and at . At the Closing, the Escrow Deposit shall be applied to the Purchase Price to be paid to Seller and the interest accrued thereon shall be paid to Buyer. As more fully described in the Deposit Escrow Agreement: (a) in the event this Agreement is terminated because of Buyer's material breach of this Agreement and Seller shall not all other conditions to Closing are at such time satisfied or waived (other than such conditions as can reasonably be in material breach of this Agreementexpected to be satisfied by the Closing), the Escrow Deposit, plus any interest earned thereon, Deposit shall be paid to Seller as liquidated damages as provided in Section 16.4 hereto for Buyer's material breach of this Agreement (the payment of such sum to Seller shall discharge any liability Buyer may have to Seller hereunder other than in connection with any FCC, Escrow Agent or other fees to the extent payable by Buyer hereunderSeller), unless Seller elects and the interest accrued on the Escrow Deposit shall be paid to specifically enforce the Agreement pursuant to the provisions of Section 16.3Buyer; and (b) in the event this Agreement is terminated under any circumstances other than a Closing hereunder or those set forth in the immediately preceding clause (a), the Escrow Deposit and the interest accrued thereon shall be paid or returned to Buyer.

Escrow Deposit. 3.2.1 (a) Within one five (15) business day of days after the execution and delivery of this Agreement, BuyerBuyers, Seller NMG and The Fifth Third BankMedia Venture Partners, as Escrow Agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit B A hereto (the "Deposit Escrow Agreement") pursuant to which Buyer --------- 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. 3.2.2 Buyer (b) Pursuant to the terms of the Deposit Escrow Agreement, Buyers shall wire transfer TWO MILLION DOLLARS Two Hundred Fifty Thousand Dollars ($2,000,000) 250,000), or alternatively, deliver an irrevocable, stand-by letter of credit for such amount in form and substance acceptable to the Deposit Escrow Agent's trust Seller, to an escrow account established pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"), and at . 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 BuyerBuyers, 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 because of Buyer's Buyers' material breach of this Agreement and Seller shall not all other conditions to Closing are at such time satisfied or waived (other than such conditions as can reasonably be in material breach of this Agreementexpected to be satisfied by the Closing), Buyers and NMG shall execute written instructions to the Deposit Escrow Agent directing the Escrow Deposit, plus any interest earned thereon, shall Deposit to be paid to Seller or delivered for draw thereon to NMG as liquidated damages as provided in Section 16.4 hereto for Buyer's Buyers' material breach of this Agreement (the payment of such sum to Seller NMG shall discharge any liability Buyer Buyers may have to Seller hereunder other than in connection with any FCC, Escrow Agent or other fees to the extent payable by Buyer hereunderNMG and/or Licensee), unless Seller elects and the interest accrued on the Escrow Deposit shall be paid to specifically enforce the Agreement pursuant to the provisions of Section 16.3Buyers; and (b) in the event this Agreement is terminated under any circumstances other than a Closing hereunder or those set forth in the immediately preceding clause (a), the Escrow Deposit and the interest accrued thereon shall be paid or returned to BuyerBuyers.

Escrow Deposit. 3.2.1 (a) Within one (1) ten business day days of the execution and delivery of this Agreement, Buyer, Seller and The Fifth Third BankStar Media, as Escrow Agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit B hereto (the "Deposit Escrow Agreement") pursuant to which Buyer --------- 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. 3.2.2 (b) Pursuant to the terms of the Deposit Escrow Agreement, Buyer shall wire transfer TWO MILLION DOLLARS One Hundred Seventy-Five Thousand Dollars ($2,000,000) 175,000), or alternatively, deliver an irrevocable, stand-by letter of credit for such amount in form and substance acceptable to the Deposit Escrow Agent's trust Seller, to an escrow account established pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"), and at . At the Closing, the Escrow Deposit 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 Buyer, or if in the form of a letter of credit, shall be returned to Buyer. As more fully described in the Deposit Escrow Agreement: (a) in the event this Agreement is terminated because of Buyer's material breach of this Agreement and Seller shall not all other conditions to Closing are at such time satisfied or waived (other than such conditions as can reasonably be in material breach of this Agreementexpected to be satisfied by the Closing), the Escrow Deposit, plus any interest earned thereon, Deposit shall be paid to or delivered for draw thereon to Seller as liquidated damages as provided in Section 16.4 hereto for Buyer's material breach of this Agreement (the payment of such sum to Seller shall discharge any liability Buyer may have to Seller hereunder other than in connection with any FCC, Escrow Agent or other fees to the extent payable by Buyer hereunderSeller), unless Seller elects and the interest accrued on the Escrow Deposit shall be paid to specifically enforce the Agreement pursuant to the provisions of Section 16.3Buyer; and (b) in the event this Agreement is terminated under any circumstances other than a Closing hereunder or those set forth in the immediately preceding clause (a), the Escrow Deposit and the interest accrued thereon shall be paid to Buyer.preceding

Escrow Deposit. 3.2.1 (a) Within one five (15) business day days of the execution and delivery of this Agreement, BuyerBuyers, Seller and The Fifth Third BankBank One Trust Company, NA, Columbus, Ohio, as Escrow Agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit B C hereto (the "Deposit Escrow Agreement") pursuant to which Buyer --------- 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. 3.2.2 Buyer (b) Pursuant to the terms of the Deposit Escrow Agreement, Buyers shall wire transfer TWO MILLION DOLLARS Six Hundred Seventy-Five Thousand Dollars ($2,000,000) 675,000.00), or alternatively, deliver an irrevocable, stand-by letter of credit for such amount in form and substance acceptable to the Deposit Escrow Agent's trust Seller, to an escrow account established pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"), and at . 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 BuyerBuyers, 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 because of Buyer's Buyers' material breach of this Agreement and Seller shall not all other conditions to Closing are at such time be in material breach of this Agreement, the Escrow Deposit, plus any interest earned thereon, shall be paid to Seller as liquidated damages as provided in Section 16.4 hereto for Buyer's material breach of this Agreement satisfied or waived (the payment of such sum to Seller shall discharge any liability Buyer may have to Seller hereunder other than in connection with any FCC, Escrow Agent or other fees such conditions as can reasonably be expected to be satisfied by the extent payable by Buyer hereunder), unless Seller elects to specifically enforce the Agreement pursuant to the provisions of Section 16.3; and (b) in the event this Agreement is terminated under any circumstances other than a Closing hereunder or those set forth in the immediately preceding clause (aClosing), the Escrow Deposit and the interest accrued thereon shall be paid to Buyer.or delivered for draw thereon to Seller as liquidated damages

Escrow Deposit. 3.2.1 Within one (1a) business day of Simultaneously with the execution and delivery of this Agreement, Buyer, Seller and The Fifth Third Bank, as Escrow Agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit B A hereto (the "Deposit Escrow Agreement") pursuant to which Buyer --------- shall deposit deposit, within one (1) business day following execution of this Agreement, 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. 3.2.2 (b) Buyer shall wire transfer TWO MILLION DOLLARS One Million Five Hundred Thousand Dollars ($2,000,0001,500,000) to the Deposit Escrow Agent's trust account pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"), and at the Closing, the Escrow Deposit Deposit, plus interest, shall be applied to the Purchase Price to be paid to Seller and the interest accrued thereon shall be paid to BuyerSeller. As more fully described in the Deposit Escrow Agreement: (a) in the event this Agreement is terminated solely because of Buyer's material breach of this Agreement and Seller shall not at such time not be in material breach of this Agreement, the Escrow Deposit, plus any interest earned thereoninterest, shall be paid to Seller as liquidated damages as provided in Section 16.4 hereto for Buyer's material breach of this Agreement (the payment of such sum to Seller shall discharge any liability Buyer may have to Seller hereunder other than in connection with any FCC, Escrow Agent or other fees to the extent payable by Buyer hereunder), unless Seller elects to specifically enforce the Agreement pursuant to the provisions of Section 16.3; and (b) in the event this Agreement is terminated under any circumstances other than a Closing hereunder or those set forth in the immediately preceding clause (a), the Escrow Deposit and the interest accrued thereon shall be paid to Buyer.

Escrow Deposit. 3.2.1 Within one (1a) business day of Upon the execution and delivery of this Agreement, Buyer, Seller and The Fifth Third BankWill▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇q., as Escrow Agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit B hereto (the "Deposit Escrow Agreement") pursuant to which Buyer --------- 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. 3.2.2 (b) Pursuant to the terms of the Deposit Escrow Agreement, Buyer shall wire transfer TWO MILLION DOLLARS One Hundred Thousand Dollars ($2,000,000100,000) to the Deposit Escrow Agent's trust an escrow account established pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"), and at . At the Closing, the Escrow Deposit shall be applied to the Purchase Price to be paid to Seller and the interest accrued thereon shall be paid to Buyer. As more fully described in the Deposit Escrow Agreement: (a) in the event this Agreement is terminated because of Buyer's material breach of this Agreement and Seller shall not all other conditions to Closing are at such time satisfied or waived (other than such conditions as can reasonably be in material breach of this Agreementexpected to be satisfied by the Closing), the Escrow Deposit, plus any interest earned thereon, Deposit shall be paid to Seller as liquidated damages as provided in Section 16.4 hereto for Buyer's material breach of this Agreement (the payment of such sum to Seller shall discharge any liability Buyer may have to Seller hereunder other than in connection with any FCC, Escrow Agent or other fees to the extent payable by Buyer hereunderSeller), unless Seller elects and the interest accrued on the Escrow Deposit shall be paid to specifically enforce the Agreement pursuant to the provisions of Section 16.3Buyer; and (b) in the event this Agreement is terminated under any circumstances other than a Closing hereunder or those set forth in the immediately preceding clause (a), the Escrow Deposit and the interest accrued thereon shall be paid or returned to Buyer.

Escrow Deposit. 3.2.1 Within one (1a) business day of the Simultaneous with execution and delivery of this Agreement, Buyer, Seller and The Fifth Third BankSecurity Title & Guaranty Agency, Inc. as Escrow Agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit B SCHEDULE A hereto (the "Deposit Escrow Agreement") pursuant to which Buyer --------- shall deposit the Four Hundred Thousand Dollars ($400,000.00) or deliver an irrevocable, stand-by letter of credit for such amount described below as a deposit on the full amount of the Purchase Price. Such amounts held in escrow shall be applied as set forth herein and in the Deposit Escrow Agreement. 3.2.2 (b) Pursuant to the terms of the Deposit Escrow Agreement, Buyer shall wire transfer TWO MILLION DOLLARS Four Hundred Thousand Dollars ($2,000,000) 400,000), or alternatively, deliver an irrevocable, stand-by letter of credit for such amount in form and substance acceptable to the Deposit Escrow Agent's trust Seller, to an escrow account established pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"), and at . 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 Buyer, or if in the form of a letter of credit, shall be returned to Buyer. As more fully described in the Deposit Escrow Agreement: (a) in the event this Agreement is terminated because of Buyer's material breach of this Agreement and Seller shall not all other conditions to Closing that are within Seller's control are at such time satisfied or waived (other than such conditions as can reasonably be in material breach of this Agreementexpected to be satisfied by the Closing), the Escrow Deposit, plus any interest earned thereon, Deposit shall be paid to or delivered for draw thereon to Seller as liquidated damages as provided in Section 16.4 hereto hereof for Buyer's material breach of this Agreement (the payment of such sum to Seller shall discharge any liability Buyer may have to Seller hereunder other than in connection with any FCC, Escrow Agent or other fees to the extent payable by Buyer hereunderSeller), unless Seller elects and the interest accrued on the Escrow Deposit shall be paid to specifically enforce the Agreement pursuant to the provisions of Section 16.3Buyer; and (b) in the event this Agreement is terminated under any circumstances other than a Closing hereunder or those set forth in the immediately preceding clause (a), the Escrow Deposit and the interest accrued thereon shall be paid or returned to Buyer. The Escrow Deposit is the same cash or letter of credit deposited in escrow pursuant to the terms of the Topaz Merger Agreement and may be used to pay any liquidated damages under this Agreement or the Topaz Merger Agreement in the event of certain defaults or breaches hereunder or thereunder.

Escrow Deposit. 3.2.1 (a) Within one five (15) business day of days after the execution and delivery of this Agreement, BuyerBuyers, Seller Sellers and The Fifth Third BankCapers, as Dunbar, Sand▇▇▇ & ▇ruc▇▇▇▇, ▇▇ Escrow Agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit B C hereto (the "Deposit Escrow Agreement") pursuant to which Buyer --------- Buyers shall deposit the (b) Pursuant to the amount described below as a deposit on the amount terms of the Purchase Price. Such amounts held in escrow shall be applied as set forth herein and in the Deposit Escrow Agreement. 3.2.2 Buyer , Buyers shall wire transfer TWO MILLION DOLLARS ($2,000,000) 2,200,000.00, or alternatively, deliver an irrevocable, stand-by letter of credit for such amount in form and substance acceptable to the Deposit Escrow Agent's trust Sellers, to an escrow account established pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"), and at . At the Closing, the Escrow Deposit Deposit, if in the form of cash, shall be applied to the Purchase Price to be paid to Seller Sellers and the interest accrued thereon shall be paid to BuyerBuyers, 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 solely because of Buyer's Buyers' material breach of this Agreement and Seller shall not at such time be as set forth in material breach of this AgreementSection 16.1.3 hereof, the Escrow Deposit, plus any interest earned thereon, Deposit shall be paid to Seller or delivered for draw thereon to Sellers as liquidated damages as provided in Section 16.4 hereto for Buyer's Buyers' material breach of this Agreement (the payment of such sum to Seller Sellers shall discharge any liability Buyer Buyers may have to Seller hereunder other than in connection with any FCC, Escrow Agent or other fees to the extent payable by Buyer hereunderSellers), unless Seller elects and the interest accrued on the Escrow Deposit shall be paid to specifically enforce the Agreement pursuant to the provisions of Section 16.3Buyers; and (b) in the event this Agreement is terminated under any circumstances other than a Closing hereunder or those set forth in the immediately preceding clause (a), the Escrow Deposit and the any interest accrued thereon shall be paid or returned to BuyerBuyers.

Escrow Deposit. 3.2.1 Within one (1) business day of Simultaneously with the execution and delivery of this Agreementagreement, Buyerthe Transferor, Seller the Transferee and The Fifth Third Bank▇▇▇▇▇▇ ▇▇▇▇▇▇ Flattau & Klimpl, LLP, as Escrow Agent escrow agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit B hereto are executing and delivering an escrow agreement (the "Deposit Escrow Agreement") pursuant in the form annexed hereto a Exhibit 1.4 and the Transferee is delivering to which Buyer --------- shall deposit the amount described below as a deposit on Escrow Agent, by check or wire transfer, the amount of $250,000 as an escrow deposit (the Purchase Price. Such amounts "Deposit") to be held in escrow shall be applied as set forth herein and in accordance with the Deposit Escrow Agreement. 3.2.2 Buyer shall wire transfer TWO MILLION DOLLARS ($2,000,0002) to the Deposit The Escrow Agent's trust account pursuant to the Deposit Escrow Agreement agreement provides that, (the "Escrow Deposit"), and i) at the Closing, the Escrow Deposit shall be applied returned to the Purchase Price to be paid to Seller Transferee and (ii) if Closing does not occur by the interest accrued thereon shall be paid to Buyer. As more fully described Latest Date for Closing (as defined in section 10) then, if neither the Deposit Escrow Agreement: (a) in Transferor nor the event of Buyer's material breach of this Agreement and Seller shall not at such time be Shareholders are then in material breach of this Agreementagreement, all of the conditions set forth in section 8.1 have been satisfied and the Transferor and the Shareholders are otherwise ready, willing and able to consummate the Closing, the Escrow Deposit, plus any interest earned thereon, Transferor shall be paid entitled to Seller the Deposit as liquidated damages as provided damages. Retention of the Deposit shall be the sole remedy of the Transferor and the Shareholders for any failure by the Transferee to consummate the Closing hereunder. (3) If the Closing does not occur by the Latest Date for Closing, then, if the Transferee is not then in Section 16.4 hereto for Buyer's material breach of this Agreement (agreement, all of the payment of such sum to Seller shall discharge any liability Buyer may have to Seller hereunder other than in connection with any FCC, Escrow Agent or other fees to the extent payable by Buyer hereunder), unless Seller elects to specifically enforce the Agreement pursuant to the provisions of Section 16.3; and (b) in the event this Agreement is terminated under any circumstances other than a Closing hereunder or those conditions set forth in section 8.2 have been satisfied and the immediately preceding clause (a)Transferee is otherwise ready, willing and able to consummate the Closing, the Escrow Deposit Transferee shall be entitled to elect between the alternative remedies of (i) specific performance of this agreement by the Transferor and the interest accrued thereon Shareholders (it being acknowledged by the Transferor and the Shareholders that the Acquired Assets are unique and as a result monetary damages would not adequately compensate the Transferee for breach of the Transferor's obligation to consummate the Closing as contemplated herein) or (ii) immediate payment of an aggregate of $250,000 from the Transferor and the Shareholders as liquidated damages. If the Transferee elects the option specified in item (ii) of the prior sentence, such payment shall be paid the sole remedy of the Transferee for any failure by the Transferor and the Shareholders to Buyerconsummate the Closing hereunder.

Escrow Deposit. 3.2.1 (a) Within one five (15) business day of days after the -------------- execution and delivery of this Agreement, BuyerBuyers, Seller NMG and The Fifth Third BankMedia Venture Partners, as Escrow Agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of Exhibit B A hereto (the "Deposit Escrow --------- Agreement") pursuant to which Buyer --------- 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. 3.2.2 Buyer (b) Pursuant to the terms of the Deposit Escrow Agreement, Buyers shall wire transfer TWO MILLION DOLLARS Two Hundred Fifty Thousand Dollars ($2,000,000) 250,000), or alternatively, deliver an irrevocable, stand-by letter of credit for such amount in form and substance acceptable to the Deposit Escrow Agent's trust Seller, to an escrow account established pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"), and at . 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 BuyerBuyers, 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 because of Buyer's Buyers' material breach of this Agreement and Seller shall not all other conditions to Closing are at such time satisfied or waived (other than such conditions as can reasonably be in material breach of this Agreementexpected to be satisfied by the Closing), Buyers and NMG shall execute written instructions to the Deposit Escrow Agent directing the Escrow Deposit, plus any interest earned thereon, shall Deposit to be paid to Seller or delivered for draw thereon to NMG as liquidated damages as provided in Section 16.4 hereto for Buyer's Buyers' material breach of this Agreement (the payment of such sum to Seller NMG shall discharge any liability Buyer Buyers may have to Seller hereunder other than in connection with any FCC, Escrow Agent or other fees to the extent payable by Buyer hereunderNMG and/or Licensee), unless Seller elects and the interest accrued on the Escrow Deposit shall be paid to specifically enforce the Agreement pursuant to the provisions of Section 16.3Buyers; and (b) in the event this Agreement is terminated under any circumstances other than a Closing hereunder or those set forth in the immediately preceding clause (a), the Escrow Deposit and the interest accrued thereon shall be paid or returned to BuyerBuyers.