Common use of Application of Deposit Clause in Contracts

Application of Deposit. (a) Escrow Agent agrees that it shall hold the Deposit (or portions thereof) as provided above and shall continue to hold and shall disburse the Deposit (or portions thereof) in accordance with the terms of the Contribution Agreement. (b) Notwithstanding the foregoing, if Escrow Agent receives a request or direction (a “Disbursement Request”) (i) from any Party (a “Requesting Party”) or (ii) pursuant to the Contribution Agreement to disburse all or any portion of the Deposit, then Escrow Agent shall, on or before the date that is five (5) Business Days after Escrow Agent’s receipt of such Disbursement Request, deliver written notice (a “Disbursement Request Notice”) of its receipt of such Disbursement Request to each Party (other than, if applicable, the Requesting Party). If, within ten (10) Business Days after a Party’s receipt of a Disbursement Request Notice, such Party delivers written notice to Escrow Agent requesting that Escrow Agent hold and disburse the Deposit in accordance with the provisions of Section 5(c) below (a “Dispute Notice”), then Escrow Agent shall not return the Deposit (or portion thereof) requested under the Disbursement Request, but shall instead hold and disburse the Deposit in accordance with the provisions of Section 5(c) below. (c) In the event of any dispute between and/or among any of POPLP, TIAA/SP and CPPIB regarding the disbursement of the Deposit (including without limitation, in the event of a Dispute Notice referred to in Section 5(b) hereof, then Escrow Agent shall withhold disbursement of the Deposit (or the applicable disputed portion thereof) until such dispute is resolved and is otherwise directed by joint written directions of (as applicable) POPLP, TIAA/SP and/or CPPIB, or shall interplead the Deposit (or the applicable disputed portion thereof) in a court of competent jurisdiction located in a forum of proper jurisdiction in the State of Delaware. (d) When all monies held by Escrow Agent have been finally distributed in accordance with this Escrow Agreement, this Escrow Agreement shall terminate.

Application of Deposit. The amount paid at any time on account of the Deposit will be: (a) Escrow Agent paid to the Vendor: (i) on the Completion Date on account of the Purchase Price, if the Vendor and the Purchaser complete the sale and purchase of the Purchased Property on the Completion Date; or (ii) together with interest earned thereon, upon the default of the Purchaser in completing the purchase of the Purchased Property on the Completion Date (after the Purchaser’s Conditions have been satisfied or waived), unless such default is expressly waived in writing by the Vendor, or otherwise upon the Purchaser repudiating this Agreement, whereupon such amount so paid to the Vendor will be absolutely forfeited to the Vendor as liquidated damages as the Vendor’s sole and exclusive remedy and this Agreement will terminate forthwith upon such payment being made. For greater certainty, the Purchaser hereby acknowledges and agrees that it shall hold such forfeiture of the Deposit (and accrued interest will not constitute a penalty and the Purchaser will neither allege nor assert that such forfeiture is harsh, unconscionable or portions thereof) as provided above and shall continue to hold and shall disburse the Deposit (or portions thereof) in accordance with the terms of the Contribution Agreement.a penalty; or (b) Notwithstanding paid to the foregoing, if Escrow Agent receives a request or direction Purchaser (a “Disbursement Request”) less the $10.00 paid by the Purchaser to the Vendor pursuant to section 6.1): (i) from any Party (a “Requesting Party”) if the Purchaser does not notify the Vendor of the satisfaction or waiver of all of the Purchaser’s Conditions in the manner and within the time provided therein; or (ii) upon the default of the Vendor, without prejudice to any other right or remedy of the Purchaser, if the Vendor is in default of its obligation to complete the sale of the Purchased Property hereunder, unless such default is expressly waived in writing by the Purchaser, or otherwise upon the Vendor repudiating this Agreement and without prejudice to any other right or remedy of the Purchaser, or the Purchaser has elected to complete the purchase of the Purchased Property without prejudice to any other right or remedy of the Purchaser; or (iii) if this Agreement is terminated pursuant to subsection 3.4(b) or if the Contribution Agreement Purchaser elects not to disburse all or any portion complete the purchase of the Deposit, then Escrow Agent shall, on or before the date that is five (5) Business Days after Escrow Agent’s receipt of such Disbursement Request, deliver written notice (a “Disbursement Request Notice”) of its receipt of such Disbursement Request Purchased Property pursuant to each Party (other than, if applicable, the Requesting Party). If, within ten (10) Business Days after a Party’s receipt of a Disbursement Request Notice, such Party delivers written notice to Escrow Agent requesting that Escrow Agent hold and disburse the Deposit in accordance with the provisions of Section 5(c) below (a “Dispute Notice”), then Escrow Agent shall not return the Deposit (or portion thereof) requested under the Disbursement Request, but shall instead hold and disburse the Deposit in accordance with the provisions of Section 5(c) belowsection 8.7. (c) In the event of any dispute between and/or among any of POPLP, TIAA/SP and CPPIB regarding the disbursement of the Deposit (including without limitation, in the event of a Dispute Notice referred to in Section 5(b) hereof, then Escrow Agent shall withhold disbursement of the Deposit (or the applicable disputed portion thereof) until such dispute is resolved and is otherwise directed by joint written directions of (as applicable) POPLP, TIAA/SP and/or CPPIB, or shall interplead the Deposit (or the applicable disputed portion thereof) in a court of competent jurisdiction located in a forum of proper jurisdiction in the State of Delaware. (d) When all monies held by Escrow Agent have been finally distributed in accordance with this Escrow Agreement, this Escrow Agreement shall terminate.

Application of Deposit. (a1) Escrow Agent agrees that it If the Closing occurs as contemplated hereunder, then the Deposit shall hold be paid to Seller and the interest on the Deposit (“Interest”), if any, shall be paid or portions thereofcredited to the Purchaser. (2) as provided above and shall continue to hold and shall disburse In the event that the Closing does not occur for any reason, the Deposit (or portions thereof) in accordance with and all Interest shall be paid to and retained by the terms of the Contribution party entitled thereto pursuant to this Agreement. (b3) Notwithstanding Until such time that the foregoingDeposit and Interest are released pursuant to this Section 3.2, if 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/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 from the other party within seven (7) Business Days after receipt by such other party 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 who made the demand. If the Escrow Agent receives a request or direction notice of objection within said seven (7) Business Day period, then the Escrow Agent shall deliver a “Disbursement Request”) copy of such objection letter to the other party and shall have the right, at its option, to either (i) from any Party (a “Requesting Party”) or (ii) pursuant continue to hold the Deposit and thereafter pay it to the Contribution Agreement to disburse all or any portion party entitled thereto when the Escrow Agent receives (a) a notice from the objecting party withdrawing the objection, (b) a notice signed by both parties directing disposition of the Deposit, then Escrow Agent shall, on Deposit and Interest or before the date that is five (5) Business Days after Escrow Agent’s receipt of such Disbursement Request, deliver written notice (a “Disbursement Request Notice”) of its receipt of such Disbursement Request to each Party (other than, if applicable, the Requesting Party). If, within ten (10) Business Days after a Party’s receipt of a Disbursement Request Notice, such Party delivers written notice to Escrow Agent requesting that Escrow Agent hold and disburse the Deposit in accordance with the provisions of Section 5(c) below (a “Dispute Notice”), then Escrow Agent shall not return the Deposit (or portion thereof) requested under the Disbursement Request, but shall instead hold and disburse the Deposit in accordance with the provisions of Section 5(c) below. (c) In the event a final judgment or order of any dispute between and/or among any of POPLP, TIAA/SP and CPPIB regarding the disbursement of the Deposit (including without limitation, in the event of a Dispute Notice referred to in Section 5(b) hereof, then Escrow Agent shall withhold disbursement of the Deposit (or the applicable disputed portion thereof) until such dispute is resolved and is otherwise directed by joint written directions of (as applicable) POPLP, TIAA/SP and/or CPPIB, or shall interplead the Deposit (or the applicable disputed portion thereof) in a court of competent jurisdiction located in or (ii) deposit the same with a forum court of proper competent jurisdiction in the State of DelawareNew 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. (d5) When all monies held by 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 have 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 finally distributed 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 Escrow Agreement, this Escrow Agreement shall terminate.

Application of Deposit. The Deposit will be dealt with as follows: (a) Escrow Agent agrees within a reasonable time after receipt by the Vendor’s Solicitors, the Deposit, or portion thereof, will be deposited in an interest-bearing trust account with interest (less the Vendor’s Solicitors’ related reasonable administrative fees) to accrue to the benefit of the Vendor, except as otherwise expressly provided in this Contract. Notwithstanding the foregoing, the Initial Deposit need not be deposited to an interest-bearing trust account until the Second Deposit is received by the Vendor’s Solicitors. The parties agree that it shall hold the Vendor may transfer the Deposit from an interest bearing to non-interest-bearing account at least one (or portions thereof1) as provided above and shall continue month prior to hold and shall disburse the Deposit (or portions thereof) Completion Date in accordance with order to allow the terms of the Contribution Agreement.interest amount to be fixed; (b) Notwithstanding if the foregoing, if Escrow Agent receives a request or direction (a “Disbursement Request”) (i) from any Party (a “Requesting Party”) or (ii) pursuant to Purchaser completes the Contribution Agreement to disburse all or any portion purchase of the DepositStrata Lot on the terms and conditions of this Contract, then Escrow Agent shall, on or before the date that is five (5) Business Days after Escrow Agent’s receipt of such Disbursement Request, deliver written notice (a “Disbursement Request Notice”) of its receipt of such Disbursement Request to each Party (other than, if applicable, the Requesting Party). If, within ten (10) Business Days after a Party’s receipt of a Disbursement Request Notice, such Party delivers written notice to Escrow Agent requesting that Escrow Agent hold and disburse the Deposit in accordance with the provisions of Section 5(c) below (a “Dispute Notice”), then Escrow Agent shall not return the Deposit (or portion thereofexcluding interest accrued thereon) requested under will be applied to the Disbursement Request, but shall instead hold and disburse the Deposit in accordance with the provisions of Section 5(c) below.Purchase Price; (c) if the Purchaser fails to complete the purchase of the Strata Lot, then the Deposit together with all interest earned thereon shall be paid to the Vendor; and‌ (d) if the Vendor fails to complete the sale of the Strata Lot, then the portion of the Deposit that has been paid by the Purchaser (excluding interest accrued thereon) shall be returned to the Purchaser as liquidated damages (the parties hereby agreeing that such amount constitutes a genuine pre-estimate of damages) and as the Purchaser’s sole and exclusive remedy and the Purchaser shall have no further claims against the Vendor. In the event case of subsection 2(c) above, the Vendor’s Solicitors, upon receipt of the written certification from the Vendor required in accordance with Section 18(4) of REDMA, and without prejudice to any dispute between and/or among any other right or remedy the Vendor may have in respect of POPLPthe Purchaser’s default, TIAA/SP shall pay the non-refundable Deposit and CPPIB regarding all interest accrued thereon to the disbursement Vendor on behalf of the Purchaser as liquidated damages. The Vendor and the Purchaser agree that the total amount of the Deposit (including all portions thereof, whether paid or unpaid) together with interest thereon constitutes a genuine pre-estimate of the damages the Vendor will suffer as a result of the Purchaser’s failure to pay any portion of the Deposit when required hereunder or failure to complete the purchase of the Strata Lot in default of its obligations hereunder. If the Purchaser fails to pay any portion of the Deposit when required hereunder or fails to complete the purchase of the Strata Lot in default of his/her/its obligations hereunder, then, subject to subsection 26(b), the Vendor may elect to terminate this Contract and, in such event, the portion of the Deposit that has been paid together with interest thereon will be absolutely forfeited to the Vendor as liquidated damages, without prejudice to any other remedy which the Vendor may have in respect of the Purchaser’s default including, without limitation, in the event right of a Dispute Notice referred the Vendor to in Section 5(b) hereof, then Escrow Agent shall withhold disbursement pursue the Purchaser for any unpaid balance of the Deposit (or the applicable disputed portion thereof) until such dispute is resolved and is otherwise directed by joint written directions of (as applicable) POPLP, TIAA/SP and/or CPPIB, or shall interplead the Deposit (or the applicable disputed portion thereof) in a court of competent jurisdiction located in a forum of proper jurisdiction in the State of Delawareto seek additional damages. (d) When all monies held by Escrow Agent have been finally distributed in accordance with this Escrow Agreement, this Escrow Agreement shall terminate.