Common use of Application of Deposit Clause in Contracts

Application of Deposit. 3.2.1 If the Closing occurs, then the Deposit shall be paid to Seller and applied against the Purchase Price and the accrued interest on the Deposit ("Interest"), if any, shall, at Purchaser's election, (i) be paid to Seller and credited against the Balance of the Purchase Price or (ii) be paid to Purchaser. 3.2.2 In the event that the Closing does not occur because of a default by Purchaser under this Agreement and Seller elects to terminate this Agreement as a result thereof, the Deposit and all Interest shall be paid to and retained by Seller pursuant to Section 13.2 hereof. 3.2.3 In the event that the Closing does not occur because of a default by Seller under this Agreement, or in the event that any of the closing conditions set forth in this Agreement are not satisfied, and Purchaser elects to terminate this Agreement as a result thereof, the Deposit and all Interest shall be paid to and retained by Purchaser pursuant to Section 13.1 hereof. 3.2.4 The party receiving the Interest shall pay any income taxes thereon. Seller and Purchaser shall each provide the other with its respective tax identification number promptly after the date of this Agreement. 3.2.5 If either party makes a demand upon the Escrow Agent for delivery of the Deposit and Interest, the Escrow Agent shall promptly give notice to the other party of such demand. If a notice of objection to the proposed payment is not received by the Escrow Agent from the other party within ten (10) calendar days of its receipt of notice from the Escrow Agent, the Escrow Agent is hereby authorized to deliver the Deposit and all Interest to the party that made the demand. If the Escrow Agent receives a notice of objection within said ten (10) calendar day period, then the Escrow Agent shall have the right, at its option, to either (A) continue to hold the Deposit and Interest and thereafter pay it to the party entitled thereto when the Escrow Agent (i) receives a written notice from the objecting party withdrawing the objection, (ii) receives a written notice signed by both parties directing disposition of the Deposit and Interest or (iii) receives a final judgment or order of a court of competent jurisdiction or (B) deposit the same with a court of competent jurisdiction in the State of New York, and Escrow Agent shall rely upon the decision of such court or a written statement executed by both Seller and Purchaser setting forth how the Deposit and Interest should be released.

Application of Deposit. 3.2.1 If the Closing occursoccurs as contemplated hereunder, then the Deposit shall be paid to Seller and applied against the Purchase Price and the accrued interest on the Deposit ("Interest"), if any, shall, at Purchaser's election, (i) be paid to Seller and credited against the Balance of the Purchase Price or (ii) be paid to PurchaserSeller. 3.2.2 In the event that (i) the Closing does not occur as contemplated hereunder because of a default by Purchaser Buyer under this Agreement Agreement, or (ii) any of the conditions set forth in 4.2 are not satisfied for any reason other than a Seller Default or exercise by Buyer of any right to terminate in accordance with the terms of Section 4.3.2(d) or Section 6, and Seller elects to terminate this Agreement as a result thereof, then, in each case, the Deposit and all Interest shall be paid to and retained by Seller pursuant to Section 13.2 hereofSeller. 3.2.3 In the event that that: (i) Buyer elects to terminate (or is deemed to have terminated) this Agreement in accordance with the terms of Section 4.3.2(d) or Section 6, (ii) the Closing does not occur as contemplated hereunder because of a default by Seller under this Agreement, or in the event that (iii) any of the closing conditions set forth in this Agreement Section 4.1 hereof are not satisfied, satisfied and Purchaser Buyer elects to terminate this Agreement as a result thereof, then, in each case, the Deposit and all Interest (less the Independent Consideration, which shall be paid to Seller) shall be paid to and retained by Purchaser pursuant to Section 13.1 hereofBuyer. 3.2.4 The party receiving the Interest interest earned on the Deposit shall pay any income taxes thereon. Seller , and Purchaser such interest shall each provide be reflected as an adjustment on the other with its respective tax identification number promptly after Closing Statement if the date of this AgreementClosing occurs. 3.2.5 If either party makes a demand upon the Escrow Agent for delivery of the Deposit and InterestDeposit, the Escrow Agent shall promptly give notice to the other party of such demand. If a notice of objection to the proposed payment is not received by the Escrow Agent from the other party within ten two (102) calendar business days of its receipt after the giving of notice from by the Escrow Agent, the Escrow Agent is hereby authorized to deliver the Deposit and all Interest to the party that who made the demand. If the Escrow Agent receives a notice of objection within said ten two (102) calendar business day period, or if for any other reason the Escrow Agent in good faith elects not to deliver the Deposit, then the Escrow Agent shall have the right, at its option, to either (A) continue to hold the Deposit and Interest and thereafter pay it to the party entitled thereto when the Escrow Agent receives (i) receives a written notice from the objecting party withdrawing the objection, (ii) receives a written notice signed by both parties directing disposition of the Deposit and Interest or (iii) receives a final judgment or order of a court of competent jurisdiction or (B) deposit the same with a court of competent jurisdiction in the State of New YorkWashington, City of Seattle in connection with institution by Escrow Agent of an action in interpleader and Escrow Agent shall rely upon the decision of such court or a written statement executed by both Seller and Purchaser Buyer setting forth how the Deposit and Interest should be released.

Application of Deposit. 3.2.1 3.2.1. If the Closing occursoccurs as contemplated hereunder, then the Deposit shall be paid to Seller and applied against the Purchase Price and the accrued interest on the Deposit ("“Interest"”), if any, shall, at Purchaser's ’s election, (i) be paid to Seller and credited against the Balance of the Purchase Price or (ii) be paid to Purchaser. 3.2.2 3.2.2. In the event that the Closing does not occur as contemplated hereunder because of a default by Purchaser under this Agreement and Seller elects to terminate this the Agreement as a result thereofthereof in accordance with the terms hereof, the Deposit and all Interest shall be paid to and retained by Seller Seller, pursuant to Section 13.2 12.2 hereof. 3.2.3 3.2.3. In the event that the Closing does not occur as contemplated hereunder because of a default by Seller under this Agreement, or in the event that any of the closing conditions set forth in this Agreement Section 9.2 hereof are not satisfied, satisfied and Purchaser elects to terminate this Agreement as a result thereof, the Deposit and all Interest shall be paid to and retained by Purchaser pursuant to Section 13.1 12.1 hereof. 3.2.4 3.2.4. The party receiving the such Interest shall pay any income taxes thereon. Seller represents and Purchaser shall each provide the other with its respective warrants that Seller’s tax identification number promptly after the date of this Agreementis 00-0000000. Purchaser represents and warrants that Purchaser’s tax identification number is [ ]. 3.2.5 3.2.5. If either party makes a demand upon the Escrow Agent for delivery of the Deposit and Interest, the Escrow Agent shall promptly give notice to the other party of such demand. If a notice of objection to the proposed payment is not received by the Escrow Agent from the other party within ten (10) calendar days of its receipt of notice from the Escrow Agent, the Escrow Agent is hereby authorized to deliver the Deposit and all Interest to the party that who made the demand. If the Escrow Agent receives a notice of objection within said ten (10) calendar day period, or if for any other reason the Escrow Agent in good faith elects not to deliver the Deposit and the Interest, then the Escrow Agent shall have the right, at its option, to either (A) continue to hold the Deposit and Interest and thereafter pay it to the party entitled thereto when the Escrow Agent receives (i) receives a written notice from the objecting party withdrawing the objection, (ii) receives a written notice signed by both parties directing disposition of the Deposit and Interest or (iii) receives a final judgment or order of a court of competent jurisdiction or (B) deposit the same with a court of competent jurisdiction in the State of New York, and Escrow Agent shall rely upon the decision of such court or a written statement executed by both Seller and Purchaser setting forth how the Deposit and Interest should be released.

Application of Deposit. 3.2.1 (1) If the Closing occursoccurs as contemplated hereunder, then the Deposit shall be paid to Seller and applied against the Purchase Price and the accrued interest on the Deposit ("“Interest"”), if any, shall, at Purchaser's election, (i) shall be paid or credited to Seller and credited against the Balance of the Purchase Price or (ii) be paid to Purchaser. 3.2.2 (2) In the event that the Closing does not occur because of a default by Purchaser under this Agreement and Seller elects to terminate this Agreement as a result thereoffor any reason, the Deposit and all Interest shall be paid to and retained by Seller the party entitled thereto pursuant to Section 13.2 hereof. 3.2.3 In the event that the Closing does not occur because of a default by Seller under this Agreement, or in the event that any of the closing conditions set forth in this Agreement are not satisfied, and Purchaser elects to terminate this Agreement as a result thereof, the Deposit and all Interest shall be paid to and retained by Purchaser pursuant to Section 13.1 hereof. 3.2.4 The party receiving the Interest shall pay any income taxes thereon. Seller and Purchaser shall each provide the other with its respective tax identification number promptly after the date of this Agreement. 3.2.5 (3) Until such time that the Deposit and Interest are released pursuant to this Section 3.2, Purchaser shall be considered the owner of the Deposit and Interest for tax purposes. (4) If either party makes a demand upon the Escrow Agent for delivery of the Deposit and and/or Interest, the Escrow Agent shall promptly give notice to the other party of such demand. If a notice of objection to the proposed payment is not received by the Escrow Agent from the other party within ten seven (107) calendar days Business Days after receipt by such other party of its receipt of the notice from the Escrow Agent, the Escrow Agent is hereby authorized and instructed to deliver the Deposit and all Interest to the party that who made the demand. If the Escrow Agent receives a notice of objection within said ten seven (107) calendar day Business Day period, then the Escrow Agent shall deliver a copy of such objection letter to the other party and shall have the right, at its option, to either (Ai) continue to hold the Deposit and Interest and thereafter pay it to the party entitled thereto when the Escrow Agent receives (ia) receives a written notice from the objecting party withdrawing the objection, (iib) receives a written notice signed by both parties directing disposition of the Deposit and Interest or (iiic) receives a final judgment or order of a court of competent jurisdiction or (Bii) deposit the same with a court of competent jurisdiction in the State of New York, and Escrow Agent shall rely upon the decision of such court or a written statement executed by both Seller and Purchaser setting forth how the Deposit and Interest should be released. (5) If Purchaser elects to deliver the Deposit Letter of Credit in lieu of a cash Deposit pursuant to Section 2.3 hereof, then in any instance under this Agreement where the Deposit is to be paid (a) to Seller, Escrow Agent shall deliver the Deposit Letter of Credit to Seller upon demand and Seller shall be entitled to draw upon the Deposit Letter of Credit or (b) to Purchaser, Escrow Agent shall return the Deposit Letter of Credit to Purchaser. (6) If the Deposit Letter of Credit has not been renewed or replaced within thirty (30) days prior to its expiry, Escrow Agent, without notice to Purchaser, shall deliver the Deposit Letter of Credit to Seller and Seller shall be entitled to draw the Deposit Letter of Credit and return the proceeds thereof to Escrow Agent to hold as a cash Deposit in accordance with this Agreement.

Application of Deposit. 3.2.1 3.1.1 If the Closing occursoccurs as contemplated hereunder, then the Deposit shall be paid to Seller and applied against to the Purchase Price and the accrued interest on the Deposit ("Interest"), if any, shall, at Purchaser's election, (i) be paid to Seller and credited against the Balance of the Purchase Price or (ii) be paid to PurchaserPrice. 3.2.2 3.1.2 In the event that the Closing does not occur because of a default by Purchaser under this Agreement Seller is entitled to and Seller elects to terminate this Agreement as a result thereofpursuant to any express provision of this Agreement, including Section 12.2 hereof, the Deposit and all Interest shall be promptly paid to and retained by Seller pursuant to Section 13.2 hereofSeller. 3.2.3 3.1.3 In the event that the Closing does not occur because of a default by Seller under this Agreement, or in the event that any of the closing conditions set forth in this Agreement are not satisfied, Purchaser is entitled and Purchaser elects to terminate this Agreement as a result thereofpursuant to any express provision of this Agreement, including Section 4.11, Section 5.1.2.1, Section 9.2.5, or Section12.1 hereof, the Deposit and all Interest shall be promptly paid to and retained by Purchaser pursuant to Section 13.1 hereof(unless otherwise expressly provided herein in respect of a material default or material breach of Purchaser). 3.2.4 The party receiving 3.1.4 If the Interest Agreement is terminated as set forth in Section 9.3 hereof, the Deposit shall be promptly paid in accordance with the terms of Section 9.3 hereof; 3.1.5 Purchaser shall pay any income taxes thereonon the Interest, except that if Seller receives the Interest pursuant to Section 3.1.2 Seller shall pay any income taxes on such Interest. Seller represents and Purchaser shall each provide the other with its respective warrants that Seller’s tax identification number promptly after the date of this Agreementis as set out in Schedule 12. Purchaser represents and warrants that Purchaser’s tax identification number is as set out on Schedule 12. 3.2.5 3.1.6 If either a party hereto makes a demand upon the Escrow Agent for delivery of the Deposit and InterestDeposit, the Escrow Agent shall promptly give notice to the each other party of such demand. If a notice of objection to the proposed payment is not received by the Escrow Agent from the any such other party within ten (10) calendar days of its receipt of notice from the Escrow Agent, the Escrow Agent is hereby authorized to deliver the Deposit and all Interest to the party that made the demand. If the Escrow Agent receives a notice of objection within said ten (10) calendar day period, or if for any other reason the Escrow Agent in good faith elects not to deliver the Deposit to the party that made the demand, then the Escrow Agent shall have the right, at its option, to either (A) continue to hold the Deposit and Interest and thereafter pay it to the party entitled thereto when the Escrow Agent receives (i) receives a written notice from the an objecting party withdrawing the objection, (ii) receives a written notice signed by both parties each party directing disposition of the Deposit and Interest or (iii) receives a final judgment or order of a court of competent jurisdiction or (B) deposit the same with a court of competent jurisdiction in the State of New York, and Escrow Agent shall rely upon the decision of such court or a written statement executed by both Seller and Purchaser setting forth how the Deposit and Interest should be released.

Application of Deposit. 3.2.1 If the Closing occursoccurs as contemplated hereunder, then the Deposit shall be paid to Seller and applied against the Purchase Price and the accrued interest on the Deposit ("“Interest"”), if any, shall, at Purchaser's ’s election, (i) be paid to Seller and credited against the Balance of the Purchase Price or (ii) be paid to Purchaser. 3.2.2 In the event that the Closing does not occur as contemplated hereunder because of a default by Purchaser under this Agreement Agreement, and Seller elects to terminate this the Agreement as a result thereofthereof in accordance with the terms hereof, the Deposit and all Interest shall be paid to and retained by Seller Seller, pursuant to Section 13.2 12.2 hereof. 3.2.3 In the event that the Closing does not occur as contemplated hereunder because of a default by Seller under this Agreement, or in the event that any of the closing conditions set forth in this Agreement Section 9.2 hereof are not satisfied, satisfied and Purchaser elects to terminate this Agreement as a result thereof, the Deposit and all Interest shall be paid to and retained by Purchaser pursuant to Section 13.1 12.1 hereof, except as provided in the last sentence of Section 9.2.4. 3.2.4 The party receiving the such Interest shall pay any income taxes thereon. Seller represents and Purchaser shall each provide the other with its respective warrants that Seller’s tax identification number promptly after the date of this Agreementis . Purchaser represents and warrants that Purchaser’s tax identification number is . 3.2.5 If either party makes a demand upon the Escrow Agent for delivery of the Deposit and Interest, the Escrow Agent shall promptly give notice to the other party of such demand. If a notice of objection to the proposed payment is not received by the Escrow Agent from the other party within ten (10) calendar days of its receipt of notice from the Escrow Agent, the Escrow Agent is hereby authorized to deliver the Deposit and all Interest to the party that who made the demand. If the Escrow Agent receives a notice of objection within said ten (10) calendar day period, or if for any other reason the Escrow Agent in good faith elects not to deliver the Deposit and the Interest to the party who made the demand, then the Escrow Agent shall have the right, at its option, to either (A1) continue to hold the Deposit and Interest and thereafter pay it to the party entitled thereto when the Escrow Agent receives (i) receives a written notice from the objecting party withdrawing the objection, (ii) receives a written notice signed by both parties directing disposition of the Deposit and Interest or (iii) receives a final judgment or order of a court of competent jurisdiction or (B2) deposit the same with a court of competent jurisdiction in the State of New York, and Escrow Agent shall rely upon the decision of such court or a written statement executed by both Seller and Purchaser setting forth how the Deposit and Interest should be released.