Buyer Deposit Sample Clauses

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 Xxxxx Fargo Foothill, Inc. and Cerberus 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. Immediately following execution of this Agreement, each Buyer shall deposit with Seller with respect to each Aircraft to be purchased by such Buyer cash in an amount equal to the "Buyer Deposit" amount specified opposite each Aircraft on Exhibits A-1 and A-2, respectively. If any Aircraft listed on Exhibit A-1 shall not be delivered to MSA V by the Portfolio Delivery Deadline as a direct or indirect result of MSA V's failure to perform its obligations under this Agreement, MSA V shall forfeit the applicable Buyer Deposit to Seller. If any Aircraft listed on Exhibit A-1 shall not be delivered to MSA V by the Portfolio Delivery Deadline for any reason other than as a direct or indirect result of MSA V's failure to perform its obligations under this Agreement, Seller shall repay promptly the applicable Buyer Deposit to MSA V plus interest accrued on such Buyer Deposit (at the rate of One Month LIBOR (compounded daily) from and including the date hereof to but excluding the date of repayment). If the B737-300 Aircraft MSN 24449 shall not be delivered to MSA IV by April 30, 2000, Seller shall repay promptly the applicable Buyer Deposit to MSA IV.

Buyer Deposit. In the event of a termination of this Agreement pursuant to Section 6.1(a), Section 6.1(b), or Section 6.1(c)(i), Buyer shall be entitled to disbursement of the Buyer Deposit (including, for the avoidance of doubt, all interest and other earnings accrued and earned thereon) from the Escrow Account. In the event of a termination of this Agreement pursuant to Section 6.1(c)(ii) or Section 6.1(d), Sellers shall be entitled to disbursement of the Buyer Deposit (including, for the avoidance of doubt, all interest and other earnings accrued and earned thereon) from the Escrow Account. In the event that this Agreement is terminated, then Sellers and Buyer will deliver to the Escrow Holder, promptly following the effective date of any such termination, joint written instructions to pay Sellers or Buyer, as applicable, the Buyer Deposit from the Escrow Account, subject to the terms of the Escrow Agreement.

Buyer Deposit. In the event of a termination of this Agreement pursuant to any provision of Section 6.1, other than Section 6.1(g)(i), Buyer shall be entitled to disbursement of the Buyer Deposit (including, for the avoidance of doubt, all interest and other earnings accrued and earned thereon) from the Escrow Account. In the event of a termination of this Agreement pursuant to Section 6.1(g)(i), Seller shall be entitled to disbursement of the Buyer Deposit (including, for the avoidance of doubt, all interest and other earnings accrued and earned thereon) from the Escrow Account. In the event that this Agreement is terminated, then Sellers and Buyer will deliver to the Escrow Holder, promptly following the effective date of any such termination, joint written instructions to pay Sellers or Buyer, as applicable, the Buyer Deposit from the Escrow Account, subject to the terms of the Escrow Agreement.

Buyer Deposit. Immediately following execution of this Agreement, Buyer shall deposit with Seller with respect to each Aircraft cash in an amount equal to the "Buyer Deposit" amount specified opposite each Aircraft on Exhibit A-1. If any Aircraft shall not be delivered to Buyer by the Portfolio Delivery Deadline as a direct or indirect result of Buyer's failure to perform its obligations under this Agreement, Buyer shall forfeit the applicable Buyer Deposit to Seller. If any Aircraft shall not be delivered to Buyer by the Portfolio Delivery Deadline for any reason other than as a direct or indirect result of Buyer's failure to perform its obligations under this Agreement, Seller shall repay promptly the applicable Buyer Deposit to Buyer plus interest accrued on such Buyer Deposit (at the rate of One Month LIBOR (compounded daily) from and including the date hereof to but excluding the date of repayment).

Buyer Deposit. 49 Section 9.16 Capitalization of Refinery Buyer......................... 50

Buyer Deposit. Prior to or within five (5) Business Days after execution of this Agreement and subject to the terms of the "Xxxxxxx Money Escrow Agreement" attached hereto as Exhibit A, Buyer will deliver to Commerce Bank, N.A. (the "Escrow Agent") the sum of Forty Three Thousand Dollars ($43,000), which amount, 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 Xxxxxxx Money Escrow Agreement. If the purchase of the Assets under this Agreement is not consummated on or prior to the Closing Deadline as a result of a breach by Buyer of any of its obligations under this Agreement, Seller shall be entitled to the Buyer Deposit. The payment of the Buyer Deposit by the Escrow Agent to Seller, and Seller's receipt thereof, shall be in addition to any other remedies accruing to Seller as a result of breach by Buyer of any of its obligations under this Agreement. Seller specifically acknowledges that it will not be entitled to any of the Buyer Deposit in the event the purchase of the Assets under this Agreement is not consummated due to the refusal by DIRECTV, Inc., successor-in-interest to Xxxxxx Communications Galaxy, Inc., (herein, "DIRECTV(R)") to approve the transfer of the Master System Operator Agreement to Buyer.