Common use of CLOSING; ESCROW AGENT Clause in Contracts

CLOSING; ESCROW AGENT. (a) The purchase and sale of the Properties shall be closed (the "Closing") within 15 days after the satisfaction or waiver of all of the conditions and requirements set forth in this Agreement, including, without limitation, receipt of the Proxy Consent, but in no event shall the Closing occur later than November 30, 1998 (the "Closing Date"). The Closing shall occur at Seller's offices or at such other location agreed to by Seller and Buyer. The Closing documents shall be dated as of the Closing Date. (b) On or prior to the Closing Date, the parties hereto shall deposit with Title Company all documents and moneys necessary to comply with their obligations under this Agreement. Title Company shall not cause the transaction to close unless and until it has received written instructions from Buyer and Seller to do so. Seller and Buyer hereby engage Title Company to act as escrow agent in connection with this transaction. Seller and Buyer will deliver to Title Company all documents, pay to Title Company all sums and do or cause to be done all other things necessary or required by this Agreement, in the reasonable judgment of Title Company, to enable Title Company to comply herewith and to enable any title insurance policy provided for herein to be issued. Title Company is authorized to pay, from any funds held by it for Buyer's or Seller's respective credit, all amounts necessary to procure the delivery of such documents and to pay, on behalf of Buyer and Seller, all charges and obligations payable by them, respectively. Seller and Buyer will pay all charges payable by them to Title Company. Title Company is authorized, in the event any conflicting demand is made upon it concerning these instructions or the escrow, at its election, to hold any documents and/or funds deposited hereunder until an action shall be brought in a court of competent jurisdiction to determine the rights of Seller and Buyer or to interplead such documents and/or funds in an action brought in any such court. Deposit by Title Company of such documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with any such court action, shall relieve Title Company of all further liability and responsibility for such documents and funds. Title Company's receipt of this Agreement and opening of an escrow pursuant to this Agreement shall be deemed to constitute conclusive evidence of Title Company's agreement to be bound by the terms and conditions of this Agreement pertaining to Title Company. Disbursement of any funds shall be made by check, certified check or wire transfer, as directed by Buyer and Seller. Title Company shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall be payment to Title Company in compliance with any of the requirements hereof, until it is advised by the bank in which such check or draft is deposited that such check or draft has been honored. Title Company is authorized to act upon any statement furnished by the holder or payee, or a collection agent for the holder or payee, of any lien on or charge or assessment in connection with the Properties, concerning the amount of such charge or assessment or the amount secured by such lien without liability or responsibility for the accuracy of such statement. (c) At the Closing, Seller shall deliver or cause to be delivered to Title Company or Buyer, as applicable, the following: (1) the Special Warranty Deeds duly executed by Seller; (2) the Non-Foreign Seller Certificate duly executed by Seller; (3) evidence of its capacity and authority for the closing of this transaction; (4) Terminations and Releases duly executed by Seller; and (5) all other documents reasonably required by Buyer or Title Company to close this transaction. (d) At the Closing, Buyer shall deliver or cause to be delivered to Title Company or Seller, as applicable, the following: (1) the Purchase Price in immediately available funds, adjusted for prorations and credits as provided for in this Agreement; (2) evidence of its capacity and authority for the closing of the transaction contemplated herein; (3) Terminations and Releases duly executed by Lessee; and (4) all other documents reasonably required by Seller or Title Company to close this transaction. (e) Upon receipt of the foregoing items, Title Company shall pay (i) the Purchase Price to Seller, and (ii) all other sums deposited with Title Company by Buyer to those third-parties or Title Company entitled to payment as set forth in the settlement statement prepared by Title Company and signed by Seller and Buyer, respectively, in connection with the Closing, and record the Special Warranty Deeds in the applicable real property records. (f) At the Closing, Seller shall relinquish its right, title and interest in and to the letter(s) of credit issued for Seller's benefit with respect to the Leases, provided that, prior to the Closing, Seller shall have the right to draw on such letter(s) of credit in accordance with the terms and conditions thereof.

CLOSING; ESCROW AGENT. (a) The purchase and sale of the Properties and the Alsaker Notes shall be closed (the txx "ClosingXxosing") within 15 days after the satisfaction or waiver of all of the conditions and requirements set forth in this Agreement, including, without limitation, receipt of the Proxy Consent, but in no event shall the Closing occur later than November 30, 1998 (the "Closing Date"). The Closing shall occur at Seller's offices or at such other location agreed to by Seller and Buyer. The Closing documents shall be dated as of the Closing Date. (b) On or prior to the Closing Date, the parties hereto shall deposit with Title Company all documents and moneys necessary to comply with their obligations under this Agreement. Title Company shall not cause the transaction to close unless and until it has received written instructions from Buyer and Seller to do so. Seller and Buyer hereby engage Title Company to act as escrow agent in connection with this transaction. Seller and Buyer will deliver to Title Company all documents, pay to Title Company all sums and do or cause to be done all other things necessary or required by this Agreement, in the reasonable judgment of Title Company, to enable Title Company to comply herewith and to enable any title insurance policy provided for herein to be issued. Title Company is authorized to pay, from any funds held by it for Buyer's or Seller's respective credit, all amounts necessary to procure the delivery of such documents and to pay, on behalf of Buyer and Seller, all charges and obligations payable by them, respectively. Seller and Buyer will pay all charges payable by them to Title Company. Title Company is authorized, in the event any conflicting demand is made upon it concerning these instructions or the escrow, at its election, to hold any documents and/or funds deposited hereunder until an action shall be brought in a court of competent jurisdiction to determine the rights of Seller and Buyer or to interplead such documents and/or funds in an action brought in any such court. Deposit by Title Company of such documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with any such court action, shall relieve Title Company of all further liability and responsibility for such documents and funds. Title Company's receipt of this Agreement and opening of an escrow pursuant to this Agreement shall be deemed to constitute conclusive evidence of Title Company's agreement to be bound by the terms and conditions of this Agreement pertaining to Title Company. Disbursement of any funds shall be made by check, certified check or wire transfer, as directed by Buyer and Seller. Title Company shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall be payment to Title Company in compliance with any of the requirements hereof, until it is advised by the bank in which such check or draft is deposited that such check or draft has been honored. Title Company is authorized to act upon any statement furnished by the holder or payee, or a collection agent for the holder or payee, of any lien on or charge or assessment in connection with the Properties, concerning the amount of such charge or assessment or the amount secured by such lien without liability or responsibility for the accuracy of such statement. (c) At the Closing, Seller shall deliver or cause to be delivered to Title Company or Buyer, as applicable, the following: (1) the Special Warranty Deeds duly executed by Seller; (2) the Non-Foreign Seller Certificate duly executed by Seller; (3) evidence of its capacity and authority for the closing of this transaction; (4) Terminations and Releases the Assignments duly executed by Seller; (5) an allonge in the form attached hereto as EXHIBIT G executed by Seller endorsing each of the Alsaker Notes in favor of Xxxer; and (56) all other documents reasonably required by Buyer or Title Company to close this transaction. (d) At the Closing, Buyer shall deliver or cause to be delivered to Title Company or Seller, as applicable, the following: (1) the Purchase Price in immediately available funds, adjusted for prorations and credits as provided for in this Agreement; (2) evidence of its capacity and authority for the closing of the transaction contemplated herein; (3) Terminations and Releases the Assignments duly executed by LesseeBuyer; and (4) all other documents reasonably required by Seller or Title Company to close this transaction. (e) Upon receipt of the foregoing items, Title Company shall pay (i) the Purchase Price to Seller, and (ii) all other sums deposited with Title Company by Buyer to those third-parties or Title Company entitled to payment as set forth in the settlement statement prepared by Title Company and signed by Seller and Buyer, respectively, in connection with the Closing, and record the Special Warranty Deeds and the Assignments in the applicable real property records. (f) At the Closing, Seller shall relinquish its right, title and interest in and to the letter(s) of credit issued for Seller's benefit with respect to the Leases, provided that, prior to the Closing, Seller shall have the right to draw on such letter(s) of credit in accordance with the terms and conditions thereof.

CLOSING; ESCROW AGENT. (a) The purchase and sale of the Properties Land and the Note and the assignment and assumption of the other Mortgage Loan Documents shall be closed (the "Closing") within 15 days after the satisfaction or waiver of all of the conditions and requirements set forth in this Agreement, including, without limitation, receipt of the Proxy Consent, but in no event shall the Closing occur later than November 30, 1998 (the "Closing Date"). The Closing shall occur at Seller's offices or at such other location agreed to by Seller and Buyer. The Closing documents shall be dated as of the Closing Date. (b) On or prior to the Closing Date, the parties hereto shall deposit with Title Company all documents and moneys necessary to comply with their obligations under this Agreement. Title Company shall not cause the transaction to close unless and until it has received written instructions from Buyer and Seller to do so. Seller and Buyer hereby engage Title Company to act as escrow agent in connection with this transaction. Seller and Buyer will deliver to Title Company all documents, pay to Title Company all sums and do or cause to be done all other things necessary or required by this Agreement, in the reasonable judgment of Title Company, to enable Title Company to comply herewith and to enable any title insurance policy provided for herein to be issued. Title Company is authorized to pay, from any funds held by it for Buyer's or Seller's respective credit, all amounts necessary to procure the delivery of such documents and to pay, on behalf of Buyer and Seller, all charges and obligations payable by them, respectively. Seller and Buyer will pay all charges payable by them to Title Company. Title Company is authorized, in the event any conflicting demand is made upon it concerning these instructions or the escrow, at its election, to hold any documents and/or funds deposited hereunder until an action shall be brought in a court of competent jurisdiction to determine the rights of Seller and Buyer or to interplead such documents and/or funds in an action brought in any such court. Deposit by Title Company of such documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with any such court action, shall relieve Title Company of all further liability and responsibility for such documents and funds. Title Company's receipt of this Agreement and opening of an escrow pursuant to this Agreement shall be deemed to constitute conclusive evidence of Title Company's agreement to be bound by the terms and conditions of this Agreement pertaining to Title Company. Disbursement of any funds shall be made by check, certified check or wire transfer, as directed by Buyer and Seller. Title Company shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall be payment to Title Company in compliance with any of the requirements hereof, until it is advised by the bank in which such check or draft is deposited that such check or draft has been honored. Title Company is authorized to act upon any statement furnished by the holder or payee, or a collection agent for the holder or payee, of any lien on or charge or assessment in connection with the PropertiesProperty, concerning the amount of such charge or assessment or the amount secured by such lien without liability or responsibility for the accuracy of such statement. (c) At the Closing, Seller shall deliver or cause to be delivered to Title Company or Buyer, as applicable, the following: (1) the Special Warranty Deeds Deed duly executed by Seller; (2) the Non-Foreign Seller Certificate duly executed by Seller; (3) evidence of its capacity and authority for the closing of this transaction; (4) the Terminations and Releases duly executed by Seller; (5) the Assignment duly executed by Seller; (6) an allonge in the form attached hereto as EXHIBIT G executed by Seller endorsing the Note in favor of Buyer; and (57) all other documents reasonably required by Buyer or Title Company to close this transaction. (d) At the Closing, Buyer shall deliver or cause to be delivered to Title Company or Seller, as applicable, the following: (1) the Purchase Price in immediately available funds, adjusted for prorations and credits as provided for in this Agreement; (2) evidence of its capacity and authority for the closing of the transaction contemplated herein; (3) Terminations and Releases duly executed by Lessee; (4) the Assignment duly executed by Buyer; and (45) all other documents reasonably required by Seller or Title Company to close this transaction. (e) Upon receipt of the foregoing items, Title Company shall pay (i) the Purchase Price to Seller, and (ii) all other sums deposited with Title Company by Buyer to those third-parties or Title Company entitled to payment as set forth in the settlement statement prepared by Title Company and signed by Seller and Buyer, respectively, in connection with the Closing, and record the Special Warranty Deeds Deed and the Assignment in the applicable real property records. (f) At the Closing, Seller shall relinquish its right, title and interest in and to the letter(s) of credit issued for Seller's benefit with respect to the Leases, provided that, prior to the Closing, Seller shall have the right to draw on such letter(s) of credit in accordance with the terms and conditions thereof.

CLOSING; ESCROW AGENT. (a) The purchase and sale of the Hotel Properties shall be closed (the "Closing") within 15 days after the satisfaction or waiver of all of the conditions and requirements set forth in this Agreement, including, without limitation, receipt of the Proxy ConsentConsent (as defined in Section 10(b) below), but in no event shall the Closing occur later than November April 30, 1998 1996, or such later date mutually agreed to by the parties (the "Closing Date"). The Closing shall occur at Seller's the offices or at such other location agreed to by Seller and Buyerof Kutak Rock, 3300 North Central Axxxxx, Xxoexxx, Xxxxxxx 00000. The Closing documents shall be Xxx Xxxxxxx xxxxxxxxx xxxxx xe dated as of the Closing Date. (b) On or prior to the Closing Date, the parties hereto shall deposit with Title Company all documents and moneys necessary to comply with their obligations under this Agreement. Title Company shall not cause the transaction to close unless and until it has received written instructions from Buyer and Seller to do so. Seller and Buyer hereby engage Title Company to act as escrow agent in connection with this transaction. Seller and Buyer will deliver to Title Company all documents, pay to Title Company all sums and do or cause to be done all other things necessary or required by this Agreement, in the reasonable judgment of Title Company, to enable Title Company to comply herewith and to enable any title insurance policy provided for herein to be issued. Title Company is authorized to pay, from any funds held by it for Buyer's or Seller's respective credit, all amounts necessary to procure the delivery of such documents and to pay, on behalf of Buyer and Seller, all charges and obligations payable by them, respectively. Seller and Buyer will pay all charges payable by them to Title Company. Title Company is authorized, in the event any conflicting demand is made upon it concerning these instructions or the escrow, at its election, to hold any documents and/or funds deposited hereunder until an action shall be brought in a court of competent jurisdiction to determine the rights of Seller and Buyer or to interplead such documents and/or funds in an action brought in any such court. Deposit by Title Company of such documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with any such court action, shall relieve Title Company of all further liability and responsibility for such documents and funds. Title Company's receipt of this Agreement and opening of an escrow pursuant to this Agreement shall be deemed to constitute conclusive evidence of Title Company's agreement to be bound by the terms and conditions of this Agreement pertaining to Title Company. Disbursement of any funds shall be made by check, certified check or wire transfer, as directed by Buyer and Seller. Title Company shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall be payment to Title Company in compliance with any of the requirements hereof, until it is advised by the bank in which such check or draft is deposited that such check or draft has been honored. Title Company is authorized to act upon any statement furnished by the holder or payee, or a collection agent for the holder or payee, of any lien on or charge or assessment in connection with the PropertiesPremises, concerning the amount of such charge or assessment or the amount secured by such lien without liability or responsibility for the accuracy of such statement. The engagement of Title Company as escrow agent shall not affect any rights of subrogation under the terms of any title insurance policy issued pursuant to the provisions thereof. (c) At the Closing, Seller shall deliver or cause to be delivered to Title Company or Buyer, as applicable, or cause Title Company to issue, as applicable, the following: (1) the a Special Warranty Deeds duly executed by SellerDeed for each of the Hotel Properties; (2) a Bill of Sale for each of the Hotxx Xroperties; (3) an Assignment Agreement for each of the Hotel Properties; (4) Title Company's unconditional commitment (which may take the form of "marked-up commitments" to issue an Owner's Policy of Title Insurance for each of the Hotel Properties (collectively, the "Title Policies")) in the standard state form, dated as of the Closing Date, insuring Buyer's fee simple title to the Fort Lauderdale Real Property, Irving Real Property and Tampa Real Property, respectively, as good and indefeasible, deleting all exceptions and requirements, except the Permitted Exceptions, in the full amount of the Purchase Price as allocated pursuant to Schedule I among the Fort Lauderdale Hotel Property, the Irving Hotel Property and the Tampa Hotel Property; (5) possession of the Hotel Properties, subject only to the rights of transient rental guests of the Hotel Properties and the third parties to the Documents, and the Permitted Exceptions; (6) the Non-Foreign Seller Certificate duly executed as required by SellerSection 1445(b)(2), Internal Revenue Code of 1986, as amended; (37) evidence of its capacity and authority for the closing of this transaction; (4) Terminations and Releases duly executed by Seller; and (5) 8) all other documents reasonably required by Buyer or Title Company to close this transaction; (9) estoppel letters from tenants of the Hotel Properties pursuant to the Documents, if any, which letters shall be in form and substance reasonably acceptable to Buyer and Seller; provided, however, Seller shall only be obligated to deliver such letters to the extent the applicable Documents obligate the tenants thereunder to deliver such letters; (10) if Buyer elects as contemplated by Section 9 to assume the Management Agreements, estoppel letters from Doubletree with respect to the Management Agreements in form and substance reasonably acceptable to Buyer and Seller; and (11) letters to tenants under the Documents, as applicable, and other applicable entities under the Documents advising them of the sale of the Hotel Properties and the new address to remit payments due under such Documents, if applicable. (d) At the Closing, Buyer shall deliver or cause to be delivered to Title Company or Seller, as applicable, the following: (1) the Purchase Price in immediately available fundsfunds (reduced by the amount of the Earnest Money), adjusted for prorations xxxxxxions and credits as provided for in this Agreement; (2) an Assignment Agreement for each of the Hotel Properties; (3) evidence of its capacity and authority for the closing of the transaction contemplated herein; (34) Terminations evidence satisfactory to Seller that the third party or parties to each Document acknowledge(s) that Buyer, from and Releases duly after the Closing Date, is solely responsible for the payment and performance of the obligations which were previously those of Seller under the Documents, and that Seller is released from further liability or obligation under such Documents; (5) either the Sale Termination Fee for each of the Hotel Properties, a receipt from Doubletree evidencing the payment of the Sale Termination Fee for each of the Hotel Properties, or an agreement in form and substance satisfactory to Seller executed by LesseeBuyer and Doubletree pursuant to which Buyer assumes all of Seller's obligations accruing under the Management Agreements from and after the Closing Date and Doubletree acknowledges such assumption and releases Seller from all liabilities and obligations under the Management Agreements (the "Doubletree Agreement"). Seller shall execute the Doubletree Agreement at the Closing to evidence its assignment of the Management Agreements to Buyer; and (46) all other documents reasonably required by Seller or Title Company to close this transaction. (e) Upon receipt of the foregoing items, Title Company shall pay (i) the Purchase Price Price, including the Earnest Money, to Seller, (ii) xxx Xale Termination Fees, if any, deposited with it pursuant to this Section to Doubletree, and (iiiii) all other sums deposited with Title Company by Buyer to those third-parties or Title Company entitled to payment as set forth in the settlement statement statements prepared by Title Company and signed by Seller and Buyer, respectively, in connection with the Closing, and record the Special Warranty Deeds in the applicable real property records. (f) At the Closing, Seller shall relinquish its right, title and interest in and to the letter(s) of credit issued for Seller's benefit with respect to the Leases, provided that, prior to the Closing, Seller shall have the right to draw on such letter(s) of credit in accordance with the terms and conditions thereof.

CLOSING; ESCROW AGENT. (a) The purchase and sale of the Properties Property shall be closed (the "Closing") within 15 days after the satisfaction or waiver of all of the conditions and requirements set forth in this Agreement, including, without limitation, receipt of the Proxy Consent, but in no event shall the Closing occur later than November 30, 1998 (the "Closing Date"). The Closing shall occur at Seller's offices or at such other location agreed to by Seller and Buyer. The Closing documents shall be dated as of the Closing Date. (b) On or prior to the Closing Date, the parties hereto shall deposit with Title Company all documents and moneys necessary to comply with their obligations under this Agreement. Title Company shall not cause the transaction to close unless and until it has received written instructions from Buyer and Seller to do so. Seller and Buyer hereby engage Title Company to act as escrow agent in connection with this transaction. Seller and Buyer will deliver to Title Company all documents, pay to Title Company all sums and do or cause to be done all other things necessary or required by this Agreement, in the reasonable judgment of Title Company, to enable Title Company to comply herewith and to enable any title insurance policy provided for herein to be issued. Title Company is authorized to pay, from any funds held by it for Buyer's or Seller's respective credit, all amounts necessary to procure the delivery of such documents and to pay, on behalf of Buyer and Seller, all charges and obligations payable by them, respectively. Seller and Buyer will pay all charges payable by them to Title Company. Title Company is authorized, in the event any conflicting demand is made upon it concerning these instructions or the escrow, at its election, to hold any documents and/or funds deposited hereunder until an action shall be brought in a court of competent jurisdiction to determine the rights of Seller and Buyer or to interplead such documents and/or funds in an action brought in any such court. Deposit by Title Company of such documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with any such court action, shall relieve Title Company of all further liability and responsibility for such documents and funds. Title Company's receipt of this Agreement and opening of an escrow pursuant to this Agreement shall be deemed to constitute conclusive evidence of Title Company's agreement to be bound by the terms and conditions of this Agreement pertaining to Title Company. Disbursement of any funds shall be made by check, certified check or wire transfer, as directed by Buyer and Seller. Title Company shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall be payment to Title Company in compliance with any of the requirements hereof, until it is advised by the bank in which such check or draft is deposited that such check or draft has been honored. Title Company is authorized to act upon any statement furnished by the holder or payee, or a collection agent for the holder or payee, of any lien on or charge or assessment in connection with the PropertiesProperty, concerning the amount of such charge or assessment or the amount secured by such lien without liability or responsibility for the accuracy of such statement. (c) At the Closing, Seller shall deliver or cause to be delivered to Title Company or Buyer, as applicable, the following: (1) the Special Warranty Deeds Deed duly executed by Seller; (2) the Non-Foreign Seller Certificate duly executed by Seller; (3) evidence of its capacity and authority for the closing of this transaction; (4) Terminations and Releases duly executed by Seller; and (5) all other documents reasonably required by Buyer or Title Company to close this transaction. (d) At the Closing, Buyer shall deliver or cause to be delivered to Title Company or Seller, as applicable, the following: (1) the Purchase Price in immediately available funds, adjusted for prorations and credits as provided for in this Agreement; (2) evidence of its capacity and authority for the closing of the transaction contemplated herein; (3) Terminations and Releases duly executed by Lessee; and (4) all other documents reasonably required by Seller or Title Company to close this transaction. (e) Upon receipt of the foregoing items, Title Company shall pay (i) the Purchase Price to Seller, and (ii) all other sums deposited with Title Company by Buyer to those third-parties or Title Company entitled to payment as set forth in the settlement statement prepared by Title Company and signed by Seller and Buyer, respectively, in connection with the Closing, and record the Special Warranty Deeds in the applicable real property records. (f) At the Closing, Seller shall relinquish its right, title and interest in and to the letter(s) of credit issued for Seller's benefit with respect to the LeasesLease, provided that, prior to the Closing, Seller shall have the right to draw on such letter(s) of credit in accordance with the terms and conditions thereof.