Application of Escrow Funds. The Xxxxxxx Escrow Fund, the State --------------------------- Escrow Fund and the General Escrow Fund shall be held in escrow under the terms of this Agreement and released by the Escrow Agent upon the following terms:
Application of Escrow Funds. The parties and Escrow Agent agree that the Deposit, together with all interest earned thereon (the Deposit, together with all interest earned thereon, are referred to herein together as the "Escrow Funds"), shall be applied as follows:
5.2.1. If Closing is held, the Deposit shall be paid over to Sellers at Closing (by wire transfer of immediately available federal funds) and the Initial Deposit shall be credited to the Purchase Price; and all interest earned thereon shall be paid to Purchaser.
5.2.2. If Closing is not held by reason of Purchaser's default, the Escrow Funds shall be paid over to Sellers for use and application by Sellers as provided for in Section 20.2 below.
5.2.3. If Closing is not held by reason of Sellers' default, the Escrow Funds and the Letters of Credit (if any) posted by Purchaser shall be paid over to Purchaser for use and application by Purchaser as provided for in Section 20.1 below.
5.2.4. If Closing is not held by reason of a failure of condition and not by reason of a default by Sellers or Purchaser hereunder, the Escrow Funds shall be paid over to Purchaser, this Agreement shall terminate and no longer shall be of any force or effect, and no party shall have any further liability or obligation hereunder to any other, except under such provisions which shall expressly survive a termination of this Agreement.
Application of Escrow Funds. At the Closing, JMBM with respect to the Escrow Account and BCS with respect to the BCS Escrow Account shall each be deemed to have the joint consent of Buyer and Seller to, and are hereby authorized and directed to disburse the Initial, Second and Final Deposits to the Closing Account and disburse all Escrow Interest to the Buyer.
Application of Escrow Funds. The Administrative Agent shall apply the proceeds of all Escrow Funds received pursuant to the Escrow Agreement to all payments of principal, interest and other amounts owing hereunder, in each case unless otherwise specifically provided herein. All Escrow Funds in the Escrow Account on the Delta Escrow Release Date will be released to the Parent on the Delta Escrow Release Date. Following any repayment in full of the Term Loans prior to the occurrence of the Delta Escrow Release Date, all Escrow Funds remaining in the Escrow Account or paid to the Administrative Agent for distribution to the Secured Parties after the payment in full of all principal, interest and other amounts then due and payable hereunder shall be returned by the Escrow Agent or the Administrative Agent, as applicable to the Borrower.
Application of Escrow Funds. The Escrow Funds shall be held for a period of Ninety (90) days following the Closing, for the payment of the following expenses:
1.3.1.1. amounts due to employees, consultants or vendors for work delivered or performed prior to the Closing;
1.3.1.2. expenses due for office, utilities, communications, taxes, rent of any kind and leases as of the Closing Date (including all amounts due as of the Closing Date for Assumed Liabilities;
1.3.1.3. obligations due and costs discovered relating to immigration not disclosed herein as of the Closing Date;
1.3.1.4. taxes for any obligations due to taxing agencies discovered and not disclosed herein as of the Closing Date; and
1.3.1.5. claims, litigation, and other Excluded Liabilities discovered and not disclosed herein as of the Closing Date.
Application of Escrow Funds. The parties and the Escrow Agent agree that the Deposit, together with all interest earned thereon (the Deposit, together with all interest earned thereon, are referred to herein together as the "Escrow Funds"), shall be applied as follows:
(a) If Closing is held, the Escrow Funds shall be paid over to the Operating Partnership.
(b) If this Agreement is terminated by the Contributors pursuant to Section 14.1(c), the Escrow Funds shall be paid over to TRCALP as liquidated damages.
(c) If this Agreement is terminated pursuant to Section 14.1 (other than Section 14.1(c)), the Escrow Funds shall be paid over to the Operating Partnership.
Application of Escrow Funds. (a) Upon the termination of this Agreement pursuant to Section 8.1(b) or 8.1(d) hereof (but in the case of Section 8.1(d), only if such termination relates to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement), and if (x) at or prior to such termination, all Gaming Approvals shall not have been obtained, the Escrow Funds shall be paid to Seller or (y) at or prior to such termination, all Gaming Approvals shall have been obtained and not limited, suspended, terminated or revoked, the Escrow Funds shall be paid to Buyer (unless at such time of termination this Agreement was also terminable pursuant to Sections 8.1(d), 8.1(f), 8.1(g) or 8.1(h) in which event the Escrow Funds shall be paid to Seller).
(b) Upon the termination of this Agreement pursuant to Section 8.1(a), 8.1(c) (but only if Seller is the principal cause of, or materially contributed to, (i) any Gaming Authority making a determination that such Gaming Authority will not issue to Buyer all Gaming Approvals by the Outside Date, or (ii) the condition set forth in Section 7.1(b) becoming incapable of satisfaction prior to the Outside Date), 8.1(d) (but only if Seller or the Company is the principal cause of, or materially contributed to, such Restraint), 8.1(e) or 8.1(i), the Escrow Funds shall be paid to Buyer.
(c) Upon the termination of this Agreement pursuant to Section 8.1(c) (if Seller is not the principal cause of, and has not materially contributed to, either (i) any Gaming Authority making a determination that such Gaming Authority will not issue to Buyer all Gaming Approvals by the Outside Date, or (ii) the condition set forth in Section 7.1(b) becoming incapable of satisfaction prior to the Outside Date), 8.1(d) (unless Seller or the Company is the principal cause of or materially contributed to such Restraint), 8.1(f), 8.1(g) or 8.1(h), the Escrow Funds shall be paid to Seller.
(d) After the Closing Date, the Escrow Funds shall be paid to Buyer and/or Seller as set forth in the Escrow Agreement.
Application of Escrow Funds. All parties to this Agreement further agree to use the funds indicated in Paragraph 2 of this Agreement exclusively for the purpose of paying costs of labor and materials for: 1) the installation of all improvements required by City's Subdivision and Land Use ordinances and by City Council, or 2) the repair, replacement, or maintenance of improvements during the warranty period following conditional acceptance of all improvements required by City’s Subdivision and Land Use ordinances. Assurance Agent shall not release any funds to Developer or any other person, business, or corporation without first receiving written authorization from the City Manager. Upon completion and final acceptance of all improvements, only the City Manager may notify Assurance Agent to release all remaining funds.
Application of Escrow Funds. Any payment Seller is obligated to make to Purchaser Indemnified Parties pursuant to this Article IX or pursuant to Section 10.1 of the OTA shall be paid first, to the extent there are sufficient Escrow Funds, by release of Escrow Funds to Purchaser Indemnified Parties, as applicable, by Escrow Agent in accordance with the terms of the Escrow Agreement, and shall accordingly reduce the Escrow Funds and, second, to the extent the Escrow Funds are insufficient to pay any remaining sums due, then Seller shall promptly pay all of such additional sums due and owing to Purchaser Indemnified Parties in cash by wire transfer of immediately available funds.
Application of Escrow Funds
