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.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Chesapeake Lodging Trust), Purchase and Sale Agreement (Chesapeake Lodging Trust), Purchase and Sale Agreement (Pebblebrook Hotel Trust)
Closing Escrow. The If the Parties agree to effect the Skylift Closing or the Closing as the case may be, through an escrow, then such closing shall take place by means of a so called “New York style” an escrow (the “Closing Escrow”), and, in which case at or prior to the Skylift Closing or Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance consistent with the requirements of this Agreement and reasonably acceptable to the Seller, the Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the applicable portion of the Purchase Price to be paid by the Purchaser pursuant to Section 3.3 3.2 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by the Seller and the Purchaser at the Skylift Closing or the Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at the Skylift Closing or the Closing, the applicable portion of the Purchase Price (as adjusted pursuant to Section 3.1Article 9) and the Xxxxxxx Money shall be disbursed to the Seller and the documents deposited into the Closing Escrow shall be delivered to the Seller and the Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (CNL Income Properties Inc)
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) Escrow Agent acknowledges receipt of the Purchase Price to be Deposit paid by Purchaser pursuant to Section 3.3 3.2, (ii) prior to Closing, all funds necessary to close the transaction contemplated by this Agreement shall be deposited with the Escrow Agent, (iiiii) 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 (iiiiv) at Closing, the Purchase Price (subject to adjustments as adjusted pursuant to Section 3.1expressly set forth herein) and the Xxxxxxx Money Deposit 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.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Lincoln Educational Services Corp), Purchase and Sale Agreement (Lincoln Educational Services Corp)
Closing Escrow. The Each Closing shall take place pursuant to an escrow agreement between the Parties (the “Closing Escrow Agreement”), in form and substance reasonably acceptable to the Parties, and administered and coordinated by means of a so called “New York style” escrow Escrow Agent (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 Cash Consideration, which shall be paid by Purchaser to Seller pursuant to Section 3.3 hereof, shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at any Closing pursuant to this Master Purchase and Sale Agreement shall be deposited with Escrow Agent, and (iii) at each Closing, the portion of the Purchase Price (allocable to the Property, as set forth on Schedule 3.3.5 attached hereto, as adjusted pursuant to Section 3.1) and the Xxxxxxx Money 3.1 hereof, shall be disbursed to Seller Seller, and (iv) the documents deposited into the Closing Escrow shall be recorded in the appropriate jurisdiction or otherwise delivered to Seller and Purchaser (Purchaser, as the case may be) , pursuant to the Closing Escrow Agreement.
Appears in 2 contracts
Samples: Master Purchase and Sale Agreement (Hersha Hospitality Trust), Master Purchase and Sale Agreement (Hersha Hospitality Trust)
Closing Escrow. The Closing shall take place by means of a so so-called “New York York-style” escrow (the “Closing Escrow”), and, in which case 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 Exxxxxx 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 and otherwise in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Westin Hotels LTD Partnership)
Closing Escrow. The If the Parties agree to effect the Closing through an escrow, then the Closing shall take place by means of a so so-called “New York York-style” escrow (the “Closing Escrow”), and, in which case 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Carey Watermark Investors Inc)
Closing Escrow. The If the Parties agree to effect the Closing shall take place by means of a so called “New York style” through an escrow (the “Closing Escrow”), andthen, 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 SellerSellers, 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 Sellers and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted for prorations pursuant to Section 3.1Article 9) and the Xxxxxxx Money Deposit shall be disbursed to Seller the Sellers and the documents deposited into the Closing Escrow shall be delivered to Seller the Sellers and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (CNL Healthcare Trust, Inc.)
Closing Escrow. The Parties agree to effect the Closing shall take place by means of a so called “New York style” through an escrow (the “Closing Escrow”), andand therefore, 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, SSL Riverview, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (ia) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 3.1 shall be deposited with Escrow Agent, (iib) all of the documents required to be delivered by Seller Seller, SSL Riverview and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iiic) at Closing, the Purchase Price (as adjusted for Prorations pursuant to Section 3.1Article 9) and the Xxxxxxx Money Deposit shall be disbursed to the Seller and SSL Riverview in accordance with this Agreement and the documents deposited into the Closing Escrow shall be delivered to Seller the Seller, SSL Riverview and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (CNL Healthcare Properties II, Inc.)
Closing Escrow. The If the Parties agree to effect the Closing through an escrow, then the Closing shall take place by means of a so so-called “New York York-style” escrow (the “Closing Escrow”), and, in which case 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 III.C 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 3.1III.A) 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.. 37
Appears in 1 contract
Samples: Purchase and Sale Agreement (DiamondRock Hospitality Co)
Closing Escrow. The If the Parties agree to effect the Closing through an escrow, then the Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, in which case 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 Deposit 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Highland Hospitality Corp)
Closing Escrow. The Closing shall take place by means of a so so-called “New York York-style” escrow (the “Closing Escrow”), and, at . On or prior to the ClosingClosing Date, the Parties Seller and Purchaser 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 (the “Closing Documents”) shall be deposited with Escrow Agent, ; (ii) the balance of the Purchase Price to be paid by Purchaser pursuant to Section 3.4 shall be deposited with Escrow Agent; and (iii) at the 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 Documents shall be delivered to Seller and Purchaser (as the case may be) pursuant and the Purchase Price delivered to the Closing Escrow AgreementSeller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Xenia Hotels & Resorts, Inc.)
Closing Escrow. The Closing shall take place by means of a so so-called “"New York York-style” " escrow (the “Closing Escrow”"CLOSING ESCROW"), and, at . On or prior to the ClosingClosing Date, the Parties Seller and Purchaser 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”"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 unless otherwise agreed by the Parties; (ii) the Purchase Price to be paid by Purchaser pursuant to Section 3.4 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 closing documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) and the Purchase Price shall be disbursed to Purchaser pursuant to the Closing Escrow Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Westin Hotels LTD Partnership)
Closing Escrow. The If the Parties agree to effect the Closing shall take place by means of a so called “New York style” through an escrow (the “Closing Escrow”), andthen, 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 the Seller, the Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by the Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller Seller’s Closing Deliveries and Purchaser at the Purchaser’s Closing pursuant to this Agreement Deliveries shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted for Prorations pursuant to Section 3.1Article 9) and the Xxxxxxx Money Deposit shall be disbursed to the Seller and the documents deposited into the Closing Escrow shall be delivered to the Seller and the Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Income Properties Inc)
Closing Escrow. The Closing shall take place by means of a so so-called “New York York-style” escrow (the “Closing Escrow”), and, at . On or prior to the ClosingClosing Date, the Parties Seller and Purchaser shall enter into provide a letter of joint closing escrow agreement with instructions to 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 (the “Closing Documents”) shall be deposited with Escrow Agent; (ii) the Purchase Price to be paid by Purchaser pursuant to Section 3.4 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 Documents shall be delivered to Seller and Purchaser (as the case may be) and the Purchase Price (as adjusted by Section 3.1) shall be disbursed to Seller pursuant to the Closing Escrow Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Chesapeake Lodging Trust)
Closing Escrow. The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, in which case 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 Exxxxxx 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 and otherwise in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ashford Hospitality Trust Inc)
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 Deposit to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) prior to Closing, all funds necessary to close the transaction contemplated by this Agreement shall be deposited with the Escrow Agent, (iii) 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 (iiiiv) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1Sections 3.1 and 8.1, as applicable) and the Xxxxxxx Money Deposit 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lincoln Educational Services Corp)
Closing Escrow. The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, in which case 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 (ia) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (iib) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, (c) Seller shall deliver a so-called “gap indemnity” to the Title Company in the Title Company’s customary form, and (iiid) 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 and otherwise in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lasalle Hotel Properties)
Closing Escrow. The Closing shall take place by means of In connection with closing this transaction via a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to or at the Closing, the Parties shall may enter into a closing any supplemental escrow agreement with the instructions as may be desired by Seller, Purchaser and Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (together, the “Closing Escrow Agreement”) pursuant to which shall not in any event be in contravention of the terms and conditions of this Agreement. The Closing Escrow Agreement shall provide that (ia) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (iib) 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 (iiic) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1Article 9) and the Xxxxxxx Money Deposit 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (CNL Healthcare Properties II, Inc.)
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 Deposit 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Braemar Hotels & Resorts Inc.)
Closing Escrow. The Closing shall take place by means of a so called “New York style” be effected through an escrow arrangement with the Escrow Agent (the “"Closing Escrow”)") in which, and, at on or prior to the ClosingClosing Date, the Parties Seller and Purchaser 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 (the "Closing Documents") shall be deposited with Escrow Agent; (ii) the Purchase Price to be paid by Purchaser 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 Documents shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Comstock Homebuilding Companies, Inc.)