Closing Escrow. The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.
Closing Escrow. Seller and Purchaser acknowledge that Escrow Agent undertakes hereunder to perform only such duties as are expressly set forth herein. The Deposit and any other funds deposited with Escrow Agent will be held and disbursed as follows:
(a) Escrow Agent may (i) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, (ii) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and (iii) assume that any person purporting to give any writing in connection with the provisions hereof has been duly authorized to do so.
(b) Seller and Purchaser agree, jointly and severally, to indemnify and hold harmless Escrow Agent from and against any and all actual claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other reasonable expenses, fees or charges of any character or nature whatsoever, which Escrow Agent may incur or with which it may be threatened solely by reason of its acting as escrow agent hereunder, except to the extent resulting from Escrow Agent’s gross negligence, fraud or intentional misconduct; and in connection therewith, to indemnify Escrow Agent against any and all reasonable expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceedings or resisting any claim; provided, however, that if such expenses are incurred by Escrow Agent in connection with litigation between Seller and Purchaser, the responsibility for indemnifying Escrow Agent for such expenses will belong solely to the non-prevailing party.
(c) Escrow Agent shall hold and disburse the Deposit in accordance with the terms of this Agreement. Escrow Agent will not make any disbursement of the Deposit (except at a Closing pursuant to a fully executed Settlement Statement) without giving written notice to the party which will not receive the disbursement at least three (3) Business Days in advance of the scheduled disbursement. The failure of the party not receiving the disbursement to object to the disbursement by written notice to the other party and to Escrow Agent prior to the scheduled disbursement will constitute binding acquiescence of such party to the disbursement.
(d) If there is any disagreement about the interpretation of this Contract, or about the rights and obligations, or the propriety, of any action contemplated by Escrow Agent hereunder, Escrow Agent may, and upon the request of either Seller or Purchase...
Closing Escrow. On the Closing Date, provided that Escrow Holder shall have received all of the documents, instruments and funds required to be delivered by Buyer and Seller in accordance with Articles 6 and 7 above (other than those documents and other items specified in Sections 7.10, 7.12, 7.13 and 7.14 above, which shall be deemed delivered concurrently with delivery of possession of the Property to Buyer), and provided that Title Company is prepared to issue the Title Policy upon the Closing and that all other conditions to the Closing have been satisfied (or waived by the party to this Agreement which benefits from such condition), Escrow Holder shall promptly perform all of the following:
Closing Escrow. (a) The Closing will commence at the office of Parent in Las Vegas, Nevada, or at such other place as the parties hereto mutually agree in writing, at 9:00 a.m. Nevada time, on the Closing Date and shall be deemed to have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Nevada time, on the Closing Date (the "TRANSFER TIME"), giving effect, retroactively to the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing Date.
(b) At the Closing, Purchaser will deliver the Cash Component (less the Xxxxxxx Money Deposit), as adjusted pursuant to SECTIONS 1.05(B) AND (C) AND 1.06(B), by wire transfer of immediately available funds to the Escrow Account maintained by the Escrow Agent at the address or to the account number specified in the Escrow Agreement. The Cash Component, MINUS the Regulatory Holdback, MINUS the Purchaser's Holdback, MINUS one half of the Escrow Fees, plus all interest earned on the Xxxxxxx Money Deposit shall then be released from the Escrow Account and the Deposit Escrow Account and paid to Sellers simultaneously with the actions specified in PARAGRAPH (D) of this Section. Also at the Closing, one half of the Escrow Fees shall be paid to the Escrow Agent from the Cash Component and the other half of the Escrow Fees shall be paid directly by Purchaser to the Escrow Agent.
(c) The Regulatory Holdback and the Purchaser's Holdback shall remain in the Escrow Account and shall be applied against the obligations specified in PARAGRAPHS (A) AND (B), respectively, of SECTION
Closing Escrow. All shares of Series B and Series C Preferred to be issued in the merger (the "Merger Securities") shall be delivered to and deposited into escrow (the "Closing Escrow") with the SkyLynx acting corporate secretary, as escrow agent, pursuant to the terms of a Closing Escrow Agreement, substantially in the form of Exhibit 5.4, attached hereto (the "Closing Escrow Agreement"). Under the terms of the Closing Escrow Agreement, the Merger Securities shall be held in escrow until (a) DCI shall have delivered to SkyLynx the DCI Financial Statements and Pro Forma Financial Information required pursuant to Section 4.1 hereof and Form 8-K under the Exchange Act, and (b) there has been filed with the SEC a Form 8-K containing the DCI Financial Statements and Pro Forma Financial Information in accordance with Form 8-K under the Exchange Act and other applicable Legal Requirements, provided, however, that in the event that any DCI Undisclosed Liability arises in connection with the DCI Financial Statements, an amount of shares of Series B Preferred shall be held in the Closing Escrow contemplated hereby until such DCI Undisclosed Liability is disposed to the satisfaction of the auditors who prepared the DCI Financial Statements. If such DCI Undisclosed Liability can not be satisfied within 75 days after delivery of the DCI Financial Statements to SkyLynx, then the number of shares of Series B Preferred to be distributed to the DCI Shareholders from the Closing Escrow shall be reduced by the value of the liability based upon a Series B Preferred value of $.50 per share.
Closing Escrow. Buyer and/or Seller at their option may deposit the respective Closing deliveries described in Sections 10.4 and 10.5 with Closing Agent with appropriate instructions for recording and disbursement consistent with this Agreement. Except for the Deeds, Buyer and Seller may deliver electronic versions, by facsimile or electronic mail, of the executed documents required to be delivered pursuant to this Agreement at Closing; provided, however, the Buyer and Seller shall deliver originally executed documents promptly after the Closing.
Closing Escrow. All payments or documents delivered by any Person at the Closing Time shall be deemed not to have been delivered until each of the Vendors, the Purchaser and JAWS has declared that it is satisfied with the form and substance of the payments or documents to be delivered to such Person and all conditions to the delivery or release of any payments or documents to be delivered at the Closing Time by Parties other than the Vendors or the Purchaser shall have been satisfied.
Closing Escrow. The transaction contemplated hereby shall be closed by means of an escrow, with the concurrent delivery of the documents of title, transfer of interests, delivery of the Title Policy and payment, assumption and/or delivery of the applicable components of the Purchase Price. Seller and Purchaser shall each pay fifty percent (50%) of any charges of the Title Company for such escrow closing. This Agreement shall not be merged into the Escrow Instructions, but the Escrow Instructions shall be deemed auxiliary to this Agreement, and, as between the parties hereto, the provisions of this Agreement shall govern and control.
Closing Escrow. On or prior to the Closing Date, the parties shall establish a deed and money escrow with the Escrowee through which the transaction contemplated hereby shall be closed. Upon opening of said escrow, the Exxxxxx Money Deposit (plus interest thereon net of any investment charges) shall be disbursed from the above-described strict joint order escrow with Escrowee and deposited in the deed and money escrow. The escrow instructions for the deed and money escrow shall be in the form customarily used by the Escrowee with such special provisions added thereto as may be required to conform to the provisions of this Agreement. Said deed and money escrow shall be auxiliary to this Agreement and this Agreement shall not be merged into nor in any manner superseded by said deed and money escrow. The escrow costs and fees for each of the escrow accounts described in this Article 3 shall be equally divided between Buyer and Seller.
Closing Escrow. At Closing, Parent will deposit in escrow on behalf of the Shareholders the Cash Escrow (the “Escrow Deposit”). The Escrow Deposit shall be held by and registered in the name of U.S. Bank National Association, as escrow agent (the “Escrow Agent”), as security for the indemnification obligations under Article XII pursuant to the provisions of an Escrow Agreement (the “Escrow Agreement”) in the form of Exhibit B attached hereto.
