Common use of Buyer’s Deposit Clause in Contracts

Buyer’s Deposit. Within two (2) business days after full execution of this Agreement by the Buyer and Seller Parties, Buyer shall deliver to Escrow Agent a deposit (the “Deposit”) either, at Buyer’s election, (i) in the form of cash or immediately available federal 1. In the event that the Credit shall be due to expire prior to the Closing Date, Buyer shall, at least thirty (30) days prior to the expiration of the Credit or each subsequent Credit, substitute a replacement Credit or cause the issuer to extend the expiration date of the Credit in such intervals of up to six (6) months each from time to time as may be necessary to cause the expiration date of the Credit to be at least thirty (30) days after the reasonably anticipated date of Closing. If the Credit has not been extended or a replacement Credit substituted therefor as hereinabove required, Escrow Agent shall, upon the written direction of Seller, draw upon the Credit, in which event the funds received upon such draw shall be deemed to constitute the Deposit and shall be deposited in conformity with the provisions of Section 2.1.1.2, and otherwise shall be held and dealt with as provided in this Agreement for a cash Deposit. Whenever Seller is entitled to the Deposit as provided in this Agreement, Escrow Agent shall, upon the written direction of Seller, immediately deliver the Credit to Seller. Whenever Escrow Agent is required to draw against the Credit as provided in this Agreement, Escrow Agent shall promptly do so and hold the proceeds thereof in escrow as provided in this Agreement for a cash Deposit. If a dispute shall arise with respect to the Deposit, Escrow Agent shall continue to hold any Credit or other Deposit pursuant to the terms of this Section 2.1.1, and Buyer shall extend the maturity of the Credit for periods of up to six (6) months each as necessary from time to time to permit resolution of such dispute prior to the expiration of the Credit, and the provisions of this Section 2.1.1 permitting the Credit to be drawn shall apply in the event Buyer shall fail to extend the Credit as required at any time. The obligations of the Escrow Agent with respect to the Deposit shall be g overned by the terms and conditions set forth below in this Article 2.

Buyer’s Deposit. Within two (2a) On or before the fifth (5th) business days day after full execution the Effective Date Buyer shall cause immediately available funds to be deposited into "Escrow" (as hereinafter defined) in the amount of One Hundred Thousand Dollars ($100,000) (hereinafter together with all interest thereon, the "Deposit") which Escrow Agent shall hold in a non-commingled trust account for the benefit of Buyer, and which shall be invested in insured money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as Buyer may instruct from time to time. If the sale of the Property is not consummated because of the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, or the Buyer and Seller Partiesfailure of any "Buyer's Contingencies" (as hereinafter defined), or for any other reason except for a default under this Agreement solely on the part of Buyer, Buyer shall deliver to notify Escrow Agent a deposit (in writing of the “Deposit”) eithersame, at Buyer’s election, (i) in and the form of cash or immediately available federal 1. In the event that the Credit Deposit shall be due immediately returned to expire prior to the Closing Date, Buyer shall, at least thirty Buyer. (30b) days prior to After the expiration of the Credit or each subsequent Creditcontingency periods set forth in Sections 5 and 6 below, substitute a replacement Credit or cause the issuer to extend the expiration date of the Credit in such intervals of up to six (6) months each from time to time as may be necessary to cause the expiration date of the Credit to be at least thirty (30) days after the reasonably anticipated date of Closing. If the Credit has not been extended or a replacement Credit substituted therefor as hereinabove required, Escrow Agent shall, upon the written direction of Seller, draw upon the Credit, in which event the funds received upon such draw shall be deemed to constitute the Deposit shall become non-refundable and shall be deposited applied to the Purchase Price at Closing. However, if Escrow and this transaction fail to close solely as the result of Buyer's material breach of this Agreement after the expiration of the contingency periods set forth in conformity with the provisions of Section 2.1.1.2Sections 5, 6 and 8 below, and otherwise Seller is ready, willing and able to perform its obligations hereunder, Seller shall be held relieved of its obligation to convey title to the Property and, as Seller's sole and dealt with as provided in this Agreement for a cash Deposit. Whenever Seller is exclusive remedy, shall be entitled to the Deposit (exclusive of interest and dividends earned thereon) as provided in this Agreementliquidated damages. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, Escrow Agent shallIN THE EVENT OF A DEFAULT BY BUYER, upon the written direction of SellerWOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, immediately deliver the Credit to SellerBY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AMOUNT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT SOLELY ON THE PART OF BUYER. Whenever Escrow Agent is required to draw against the Credit as provided in this AgreementTHE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, Escrow Agent shall promptly do so and hold the proceeds thereof in escrow as provided in this Agreement for a cash DepositBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. If a dispute shall arise with respect to the Deposit, Escrow Agent shall continue to hold any Credit or other Deposit pursuant to the terms of this Section 2.1.1, and Buyer shall extend the maturity of the Credit for periods of up to six (6) months each as necessary from time to time to permit resolution of such dispute prior to the expiration of the Credit, and the provisions of this Section 2.1.1 permitting the Credit to be drawn shall apply in the event Buyer shall fail to extend the Credit as required at any time. The obligations of the Escrow Agent with respect to the Deposit shall be g overned by the terms and conditions set forth below in this Article 2SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389.

Buyer’s Deposit. Within two (2) business days after full execution of this Agreement by the Buyer and Seller PartiesSeller, Buyer shall deliver to Escrow Agent a deposit (the “Deposit”) either, at Buyer’s election, (i) in the form of cash or immediately available federalfederal funds in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00), to be held in escrow in an interest bearing account; or (ii) in the form of an irrevocable commercial letter of credit (collectively with any additional letters of credit or replacements therefor or extensions thereof being referred to herein as the “Credit”), having an expiration date no earlier than six (6) months after the Effective Date of this Agreement, and issued by a bank or other financial institution that is acceptable to Seller in its reasonable discretion and capable of being drawn in person at a financial institution located in the Washington, DC metropolitan area. The Deposit whether in the form of cash or Credit, shall be dealt with by the Escrow Agent in conformity with the terms of this Agreement. All interest earned on the Deposit shall be paid to the Party entitled to receive the Deposit pursuant to the terms of this Agreement. The term “Deposit”, as used in this Agreement, shall include any interest that may accrue on any cash Deposit. Any Credit given as the Deposit shall be issued to the Seller and Escrow Agent, as their interests may appear, by a commercial banking institution reasonably acceptable to Seller, shall be delivered to Escrow Agent, and shall be in substantially the form of Exhibit R attached hereto and incorporated herein by this reference. Any Credit may be drawn upon: (1) by Seller, if Buyer is in default of its obligations under this Agreement beyond any applicable notice and cure period specified herein; or (2) by Escrow Agent, if the Credit is due to expire within thirty (30) days and the expiration date of the Credit has not been extended as required by the terms of this Section 2.1. 1. In the event that the Credit shall be due to expire prior to the Closing Date, Buyer shall, at least thirty (30) days prior to the expiration of the Credit or each subsequent Credit, substitute a replacement Credit or cause the issuer to extend the expiration date of the Credit in such intervals of up to six (6) months each from time to time as may be necessary to cause the expiration date of the Credit to be at least thirty (30) days after the reasonably anticipated date of ClosingClosing Date. If the Credit has not been extended or a replacement Credit substituted therefor as hereinabove required, Escrow Agent shall, upon the written direction of Seller, draw upon the Credit, in which event the funds received upon such draw shall be deemed to constitute the Deposit and shall be deposited in conformity with the provisions of Section 2.1.1.2, and otherwise shall be held and dealt with as provided in this Agreement for a cash Deposit. Whenever Seller is entitled to the Deposit as provided in this Agreement, Escrow Agent shall, upon the written direction of Seller, immediately deliver the Credit to Seller. Whenever Escrow Agent is required to draw against the Credit as provided in this Agreement, Escrow Agent shall promptly do so and hold the proceeds thereof in escrow as provided in this Agreement for a cash Deposit. If a dispute shall arise with respect to the Deposit, Escrow Agent shall continue to hold any Credit or other Deposit pursuant to the terms of this Section 2.1.1, and Buyer shall extend the maturity of the Credit for periods of up to six (6) months each as necessary from time to time to permit resolution of such dispute prior to the expiration of the Credit, and the provisions of this Section 2.1.1 permitting the Credit to be drawn shall apply in the event Buyer shall fail to extend the Credit as required at any time. The obligations of the Escrow Agent with respect to the Deposit shall be g overned governed by the terms and conditions set forth below in this Article 2.

Buyer’s Deposit. Within (a) On or before two (2) business days after full execution of this Agreement by the Buyer and Seller PartiesEffective Date, Buyer shall deliver cause immediately available funds to Escrow Agent a deposit be deposited into “Escrow” (as hereinafter defined) with the “Deposit”Title Company in the amount of One Hundred Thousand Dollars ($100,000) either, at which sum shall represent Buyer’s election, (i) in the form of cash or immediately available federal 1“Initial Deposit” into escrow. In the event that Escrow terminates as set forth in Section 5 or 6 below or in the Credit event Buyer terminates this Agreement pursuant to any other right of termination afforded to Buyer under the terms of this Agreement, then the Initial Deposit, together with interest thereon, shall be due returned to expire prior to the Closing Date, Buyer shall, at least thirty Buyer. (30b) days prior to After the expiration of the Credit or each subsequent Credittime periods during which Buyer may terminate this Agreement as set forth in Sections 5 and 6 below, substitute a replacement Credit or cause the issuer to extend the expiration date of the Credit in such intervals of up to six (6) months each from time to time as may be necessary to cause the expiration date of the Credit to be at least thirty (30) days after the reasonably anticipated date of Closing. If the Credit and if Buyer has not been extended or a replacement Credit substituted therefor as hereinabove required, Escrow Agent shall, upon the written direction of Seller, draw upon the Credit, in which event the funds received upon such draw shall be deemed to constitute the Deposit and shall be deposited in conformity with the provisions of Section 2.1.1.2, and otherwise shall be held and dealt with as provided in this Agreement for a cash Deposit. Whenever Seller is entitled to the Deposit as provided in sooner terminated this Agreement, Escrow Agent shallthen Buyer shall on or before two (2) business days thereafter increase the Initial Deposit by delivering to the Title Company an additional One Hundred Thousand Dollars ($100,000), upon which sum shall represent Buyer’s “Additional Deposit” into Escrow. The aggregate of the written direction of Seller, immediately deliver Initial Deposit and the Credit Additional Deposit shall total Two Hundred Thousand Dollars ($200,000) (hereinafter the “Increased Deposit”). The Increased Deposit shall be refundable to Seller. Whenever Escrow Agent is required to draw against the Credit as provided in this Agreement, Escrow Agent shall promptly do so and hold the proceeds thereof in escrow as provided in Buyer only if Buyer terminates this Agreement for a cash Deposit. If a dispute shall arise with respect to the Deposit, Escrow Agent shall continue to hold any Credit or other Deposit pursuant to a right of termination afforded to Buyer under the terms of this Section 2.1.1Agreement. If Buyer fails to deposit the Additional Deposit within the time period specified above, then if this Agreement has not been sooner terminated, Seller may terminate this Agreement at its option and demand the release of the Initial Deposit to Seller; in this event, the Initial Deposit shall be released to Seller by Escrow Agent without further written instructions from Buyer. For purposes of this Agreement, the term “Deposit” shall mean and refer to the Initial Deposit, the Additional Deposit, and all other sums, if any, which are deposited by Buyer shall extend under the maturity of the Credit for periods of up to six (6) months each as necessary from time to time to permit resolution of such dispute prior to the expiration of the Credit, terms and the provisions of this Section 2.1.1 permitting the Credit to be drawn shall apply in the event Buyer shall fail to extend the Credit as required at any time. The obligations Agreement, together with all of the Escrow Agent with respect to the Deposit shall be g overned by the terms and conditions set forth below in this Article 2interest which accrues on such sums.

Buyer’s Deposit. Within two (2) business days after full execution of this Agreement by the Buyer and Seller Parties, Buyer shall deliver to Escrow Agent a deposit (the “Deposit”) either, at Buyer’s election, (i) in the form of cash or immediately available federalfederal funds in the amount of Five Million Dollars ($5,000,000.00), to be held in escrow in an interest bearing account; or (ii) in the form of an irrevocable commercial letter of credit (collectively with any additional letters of credit or replacements therefor or extensions thereof being referred to herein as the “Credit”), having an expiration date no earlier than six (6) months after the Effective Date of this Agreement, and issued by a bank or other financial institution that is acceptable to Seller in its reasonable discretion and capable of being drawn in person at a financial institution located in the Washington, DC metropolitan area. The Deposit whether in the form of cash or Credit, shall be dealt with by the Escrow Agent in conformity with the terms of this Agreement. All interest earned on the Deposit shall be paid to the Party entitled to receive the Deposit pursuant to the terms of this Agreement. The term “Deposit”, as used in this Agreement, shall include any interest that may accrue on any cash Deposit. Any Credit given as the Deposit shall be issued to the Seller and Escrow Agent, as their interests may appear, by a commercial banking institution reasonably acceptable to Seller, shall be delivered to Escrow Agent, and shall be in substantially the form of Exhibit R attached hereto and incorporated herein by this reference. Any Credit may be drawn upon: (1) by any Seller, if Buyer is in default of its obligations under this Agreement beyond any 1. In the event that the Credit shall be due to expire prior to the Closing Date, Buyer shall, at least thirty (30) days prior to the expiration of the Credit or each subsequent Credit, substitute a replacement Credit or cause the issuer to extend the expiration date of the Credit in such intervals of up to six (6) months each from time to time as may be necessary to cause the expiration date of the Credit to be at least thirty (30) days after the reasonably anticipated date of Closing. If the Credit has not been extended or a replacement Credit substituted therefor as hereinabove required, Escrow Agent shall, upon the written direction of Seller, draw upon the Credit, in which event the funds received upon such draw shall be deemed to constitute the Deposit and shall be deposited in conformity with the provisions of Section 2.1.1.2, and otherwise shall be held and dealt with as provided in this Agreement for a cash Deposit. Whenever Seller is entitled to the Deposit as provided in this Agreement, Escrow Agent shall, upon the written direction of Seller, immediately deliver the Credit to Seller. Whenever Escrow Agent is required to draw against the Credit as provided in this Agreement, Escrow Agent shall promptly do so and hold the proceeds thereof in escrow as provided in this Agreement for a cash Deposit. If a dispute shall arise with respect to the Deposit, Escrow Agent shall continue to hold any Credit or other Deposit pursuant to the terms of this Section 2.1.1, and Buyer shall extend the maturity of the Credit for periods of up to six (6) months each as necessary from time to time to permit resolution of such dispute prior to the expiration of the Credit, and the provisions of this Section 2.1.1 permitting the Credit to be drawn shall apply in the event Buyer shall fail to extend the Credit as required at any time. The obligations of the Escrow Agent with respect to the Deposit shall be g overned governed by the terms and conditions set forth below in this Article 2.