Buyer Deposit. (a) If this Agreement is terminated pursuant to Sections 4.4(c)(i), (iv), (v) (solely with respect to any Seller, the First Lien Agent and/or any First Lien Lender seeking to have the Bankruptcy Court enter an Order dismissing, or converting into cases under Chapter 7 of the Bankruptcy Code, any of the Bankruptcy Cases or appoint a trustee in any Bankruptcy Case or appoint a responsible officer or an examiner with enlarged powers to operate the Business or dispose of assets relating to the operation of Sellers’ businesses (beyond those set forth in Section 1106(a)(3) or (4) of the Bankruptcy Code) under Bankruptcy Code Section 1106(b)) or (vi) or Section 4.4(d)(v), Sellers shall promptly return to Buyer the Buyer Deposit and execute all documentation reasonably required by the Buyer in connection therewith. Sellers shall also promptly return to Buyer the Buyer Deposit, and execute all documentation reasonably required by the Buyer in connection therewith, if this Agreement is terminated other than pursuant to Sections 4.4(d)(ii) or (iv).
(b) If this Agreement is terminated pursuant to Section 4.4(d)(ii) or (iv), then Sellers shall retain the Buyer Deposit and Buyer shall be deemed to have fully released all Claims to the Buyer Deposit. The Parties expressly agree and acknowledge that the Sellers’ actual damages in the event of such a breach by Buyer would be extremely difficult or impracticable to ascertain and that the Buyer Deposit represents the parties’ reasonable estimate of such damages. Notwithstanding any other provision of this Agreement, Sellers shall have no other remedy for any breach by Buyer under this Agreement and Sellers’ right under this Section 4.5(b) shall be (i) full liquidated damages for any and all failures to act, defaults or breaches hereunder by Buyer and (ii) constitute a full release and discharge of all Claims for damages for such failures to act, defaults or breaches and Sellers shall not have any further cause of action for damages, specific performance or any other legal or equitable relief against Buyer or any of its members, shareholders, officers, directors, or Affiliates with respect thereto.
Buyer Deposit. Buyer shall deposit into a segregated account One Million, Five Hundred Thousand Dollars ($1,500,000) in cash (the “Buyer Deposit”) within three (3) Business Days after the date hereof. If the Closing occurs, the Buyer Deposit shall be applied to the Cash Payment portion of the Purchase Price and the balance (if any) shall be returned to Buyer. The rights of Buyer with respect to the return of the Buyer Deposit shall be governed by Section 3.1(b) and Section 4.5(a). Sellers’ right to retain the Deposit shall be governed by Section 4.5(b).
Buyer Deposit. Prior to or within 10 business days after execution of this Agreement and subject to the terms of the "Earnxxx Xxxey Escrow Agreement," attached hereto as Exhibit A, Buyer will deliver to Commerce Bank, N.A. (the "Escrow Agent") the sum of Nine Hundred Thousand Dollars ($900,000) which, together with all interest earned thereon, shall be referred to herein as the "Buyer Deposit". The Buyer Deposit shall be held by the Escrow Agent pursuant to the Earnxxx Xxxey Escrow Agreement. Following the Closing, the Buyer Deposit shall be returned to the Buyer. In the event the transaction does not close for reasons not related to fault of the Buyer, the Buyer Deposit shall be returned to the Buyer.
Buyer Deposit. Within one business day of the execution of this Agreement, the Buyer will deposit $1,000,000 (the "BUYER DEPOSIT") into an escrow account established with a third party escrow agent pursuant to the Buyer Deposit Escrow Agreement in the form of Exhibit J attached hereto. In the event that the Closing takes place, the Buyer Deposit shall be applied against the Purchase Price and the amount of the Purchase Price required to be delivered pursuant to Section 1.6.2
(a) hereunder shall be so reduced by the amount of the Buyer Deposit. In the event that the Buyer fails to consummate the Transactions contemplated by this Agreement and this Agreement is terminated by the Selling Lenders pursuant to Section 10.1(g) hereunder, the Buyer Deposit shall be paid to each of the Selling Lenders in the same allocations set forth on Exhibit B to this Agreement, subject to an adjustment of such allocation to compensate Wells Fargo Foothill, Inc. axx Xxrberus for certain expenses they have incurred on behalf of the Selling Lenders. In the event that this Agreement is terminated for any other reason, the Buyer Deposit shall be refunded to the Buyer.
Buyer Deposit. Buyer agrees to submit a deposit to the Trust Account of the escrow/closing services designated by the Buyer within 24 hours of the Effective Date of this agreement in the amount of $ , unless Agreement is executed by both parties within this time frame, of which full funds would be required (refer to 2.2). This deposit consists of 10% of the purchase price. The deposit shall made payable to the Trust Account of the escrow/closing service used in the execution of this Agreement. Deposits are refunded if the sale is not closed due to no fault of the Buyer. Deposit is forfeited if the sale is not closed due to non performance by the Buyer, and forfeited deposit shall be distributed as outlined in the Terms of Use for Trading on the FCI Exchange Website.
Buyer Deposit. Prior to or concurrent with the Closing, Buyer shall deposit Fifty Thousand Dollars ($ 50,000) ("Deposit") into Escrow to be credited towards the Purchase Price. The Deposit shall be paid to Seller as set forth below in Section 4.5.
Buyer Deposit. In the event of a termination of this Agreement pursuant to Section 6.1(d)(i), an amount equal to the Buyer Deposit shall be deemed satisfied from Seller’s obligations to Buyer (or its Affiliate) under the Replacement DIP Loan.
Buyer Deposit. 49 Section 9.16 Capitalization of Refinery Buyer......................... 50
Buyer Deposit. 37 Section 8.1 Access to Information 37 Section 8.2 Further Assurances 37 Section 8.3 Confidentiality 38 Section 8.4 Preservation of Records 38 Section 8.5 Publicity 39 Section 8.6 Operation of Business 39 Section 8.7 Section 363(b)(1)(A) 41 Section 8.8 Adequate Assurances Regarding Purchased Contracts and Certain Real Property Leases 41 Section 8.9 Notification of Certain Matters 42 Section 8.10 Prospective Employees 42 Section 8.11 Name Change 43 Section 8.12 Liquor License Approvals 43 Section 8.13 Certain Financing Matters 43 Section 8.14 Real Estate Consultant 43 Section 8.15 Advisor 44 Section 8.16 WARN Act Notices 44 Section 9.1 Conditions Precedent to Obligations of Buyer 44 Section 9.2 Conditions Precedent to Obligations of Sellers 45
Buyer Deposit. On or before the later of (i) 30 days after the date hereof and (ii) 5 Business Days after Buyer (or its Affiliate) delivers the Buyer Lender Consent to Seller, if this Agreement has not been terminated in accordance with Article 12 prior to such time, Buyer or its Affiliate shall pay an aggregate amount equal to the Deposit Amount to the Escrow Agent pursuant to this Section 6.02 and Section 5.04 of the Black Hawk Agreement. If Buyer (or its Affiliate) delivers the Buyer Lender Consent, Buyer shall comply with its obligations under the Buyer Lender Consent and shall not agree to any material amendment or modification to the Buyer Lender Consent without first consulting with Seller and, if such amendment, modification or waiver would or would reasonably be expected to adversely affect or delay in any respect Buyer’s ability to consummate the Closing, receiving Seller’s prior written consent.
