Conditions of Escrow. Seller shall, upon the deposit of all funds required by this Agreement with the ESCROW AGENT apply to the United States District Court for an Order authorizing and directing the Receiver to deliver to Buyer a Receiver’s Deed transferring all of Sellers interest in the Property. Upon delivery of the Receiver’s Deed to the Buyer all funds on deposit with the ESCROW AGENT shall be delivered to the Seller. Should the Court fail to or refuse to authorize the transfer of the Property to the Buyer, upon Xxxxx’s request, deposited funds shall be returned to the Buyer. Should Seller fail to perform any obligation under this Agreement for any other reason, the Buyer’s sole remedy shall be to seek return of all funds deposited in connection with this Agreement.
Conditions of Escrow. This Administrative Agent, Lenders and Loan Parties shall be required to deliver their signature pages to be held in escrow pending closing upon satisfaction of the following conditions precedent:
Conditions of Escrow. The following conditions shall apply to the account contemplated under this Agreement.
a. City Administrative hourly rates for processing applications shall be determined at two times the normal hourly rate including all benefits and overhead incurred by the City.
b. Payment shall be made to City consultants, including but not limited to engineering, legal and planning, in the amounts actually billed to the City, according to the customary consulting rates in effect at that time. Such consulting services or costs shall reasonably and necessarily relate to the subject matter of the applications for payment as determined by the City.
c. The City shall not be responsible for paying interest on the money deposited under this agreement.
d. If in the discretion of the City, there is deemed to be an inadequate balance in the deposit account to pay for all the fees and costs incurred by the City, the City will notify the Applicant and Owner of the need for additional deposits. The Applicant and/or Owner agree to make such additional deposit within ten (10) days of receipt of such notice. For purposes hereof, receipt shall be deemed made upon the depositing of the notice in the U. S. Mail, postage paid.
Conditions of Escrow. The Escrow Agent agrees to hold and safeguard the Escrow Account and to perform its duties in accordance with the terms and provisions of this Escrow Agreement. Parent and Purchaser agree that the Escrow Agent does not assume any responsibility for the failure of Parent or Purchaser to perform any of their respective obligations in accordance with the Stock Purchase Agreement, this Escrow Agreement or any other agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities:
(a) The Escrow Agent shall be protected in acting upon any written notice, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, which the Escrow Agent in good faith believes to be genuine, it shall not be necessary for the Escrow Agent to inquire into such corporation’s, fiduciary’s or individual’s authority. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Escrow Agreement in a representative capacity.
(b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness or willful misconduct.
(c) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be deemed to be acting in good faith in accordance with the opinion and instructions of such counsel. The reasonable costs of such counsel’s services shall be paid to the Escrow Agent in accordance with Section 9 below. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, cus...
Conditions of Escrow. So that the above sum may be paid in the manner above stated, the buyer will pay it with the agreement of the seller to Carpa office (latter?) of the Essone escrow-, House of the Lawyer, 00-00 xxx xxx Xxxxxxxx - 0000 Evry, and by this agreement [Carpa borrow] with knowledge of the terms accepts this escrow. This escrow will be tolled to allocate the purchase price to those having a right to it. In any case and for whatever reason, the price will be paid to the seller only in accordance with laws in force, only after allowing the check to clear and on proof by the seller: • of the termination of contracts(?) which would be chargeable against the business; • the removal of restrictions which will have been in force removal of restrictions on transfer &the business?]; • payment of all direct or indirect charges that may be incurred by the seller by reason of this sale; • adjustment (payment) of all general debts and all sums that may be due to Urssaf, Assedic and any organization charged with collection, taxes and sums in lieu &tax. The object is that the buyer will never be charged or pursued by creditors of the seller and will have no trouble in operating the business [meaning trouble from creditors of the seller]. All necessary power is given to it [the escrow?] to carry this out. In case of disagreement, the escrow may deposit with the bank of deposits and consignments [an agency?] of the escrowed sum. The escrow is from this point authorized to remit to the seller, without knowledge or permission of the buyer, the whole sum deposited with the escrow, if there is no opposition or charge, whatever sum remains available after paying expenses and discovered creditors. The fees of the escrow will be paid by the seller. The parties agree that, contrary to Article 1936 of the Civil Code, the escrow will not have to pay them any interest or other profit on the escrowed sum.
Conditions of Escrow. On the Closing Date (the "Final Distribution Date"), (i) if the majority of the Escrow Amount shall be distributed to Seller, Purchaser shall give written notice to Escrow Agent in the form attached hereto as Exhibit B, or (ii) if all of the Escrow Amount shall be distributed to Purchaser, Seller shall give written notice to Escrow Agent in the form attached hereto as Exhibit C (the written notice delivered to Escrow Agent under this Section 3 is hereafter referred to as the "Notice"). Upon receipt of the Notice the Escrow Agent shall distribute to Seller the amount specified in the Notice.
Conditions of Escrow. The close of such escrow and Buyer's obligation to purchase the Property are conditioned on:
a) The conveyance to Buyer of good and marketable title to the Property, as evidenced by a standard form title insurance policy, in the full amount of the purchase price, issued by World Title Company subject only to such liens, encumbrances, clouds or conditions as may be approved in writing by Buyer.
b) Delivery of possession of the Property to Buyer immediately on close of escrow, free and clear of all uses and occupancies.
Conditions of Escrow. The parties hereto shall be deemed to have delivered their signature pages to this Agreement to be held in escrow pursuant to the terms of the Escrow Agreement (as defined below) upon satisfaction of the following conditions precedent:
Conditions of Escrow. The close of the escrow pursuant to the exercise of this option is conditioned on:
a. The conveyance to Optionee of title to said Property, as evidenced by a standard form CLTA title Insurance Policy in the full amount of the purchase price issued by the title company, subject only to such liens (other than liens for taxes due and payable on or before the date of sale), encumbrances, clouds, or conditions as are approved in writing by Optionee.
b. Delivery of possession of the Property to Optionee immediately on close of escrow free and clear of all uses and occupancies except as Optionee may waive in writing.
c. The closing of this escrow is subject to the Responsible Entity’s (as defined by HUD) determination to proceed with, modify, or cancel the project based on the results of a subsequent environmental review and the receipt of an “Authority to Use Grant Funds” from HUD, for the proposed development of the subject property. If Optionee is unable to obtain said approvals, Optionee may cancel said escrow and any option consideration shall be retained by Optionor.
Conditions of Escrow. The Escrow Agent shall:
a. Be under no duty or responsibility to bring action to enforce any of the terms or conditions of this Agreement;
b. Have no responsibility for and make no representation as to the validity, authenticity or sufficiency of this Agreement or the value, validity or genuineness of any instrument deposited with it hereunder;
c. Not be liable for acting upon any notice, request, certificate, approval, consent, confirmation slip or other paper believed by it to be genuine and to be signed by the proper party;
d. Be entitled to consult with counsel and shall not be liable for any action, suffered or omitted by it in good faith and believed by it to be authorized under this Agreement; and
e. Sherman and Fitchet on the one xxxx, xxx GST xx xxx other hand, shall each be responsible for reimbursing the Escrow Agent one-half of all attorneys' fees and costs actually and reasonably incurred by the Escrow Agent in connection with any claim made against the Escrow Agent resulting from any action taken by the Escrow Agent for which the Escrow Agent is relieved from liability pursuant to this paragraph, except for any claim, charge or liability arising as a result of gross negligence or willful misconduct on the part of the Escrow Agent.
