Conditions of Escrow Sample Clauses

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. The parties hereto acknowledge that as of the -------------------- date of this Agreement, the only remaining conditions to Closing under the Purchase Agreement to be satisfied are the deliveries to be made by Purchaser as set forth in Section 1.8(f) of the Purchase Agreement and the condition set forth in Section 7.6 of the Purchase Agreement ("Closing Conditions"). The parties hereto agree that they shall diligently cooperate with each other to satisfy and obtain the items to be provided under Section 1.8(f) of the Purchase Agreement and the Pennsylvania Department of Environmental Protection's ("DEP") approval of the change of control of R & A Xxxxxx, Inc. ("Corporation") as set forth in Section 7.6 of the Purchase Agreement (which approval does not have to be in writing). Upon the date that the Closing Conditions are satisfied, the Escrow Agents shall tender to the Purchaser and Sellers, as applicable, the Closing Documents in their possession which are to be delivered to Purchaser or Seller, as applicable, in accordance with Section 1.8 and 1.9 of the Purchase Agreement and the Escrow Agents shall remit to the Collective Account, as defined in the Purchase Agreement, $2,100,000 out of the Escrow Account; $100,000 shall remain in the Escrow Account under the provisions of Section 1.7(c) of the Purchase Agreement, until final reconciliation of the Purchase Price is computed, in accordance with Section 1.7(c) of the Purchase Agreement and this Agreement. If, for any reason, the Closing Conditions are not satisfied on or before thirty (30) days from the date of this Agreement, RMK shall return the Closing Documents in RMK's possession to the Purchaser, MWN shall return the Closing Documents in MWN's possession to the Seller, and the Escrow Agents shall remit the balance of the Escrow Account to the Purchaser, less the Termination Fee, as defined in the next sentence, if the Termination Fee is due in accordance with the provisions of the next sentence. If the DEP objects to Purchaser controlling the Corporation due to and only due to the compliance history of the Purchaser with the DEP or any other state or federal governmental agency, then Escrow Agents shall pay out of the Escrow Account to Sellers the sum of $150,000 ("Termination Fee").

Conditions of Escrow. It is understood that the SIX MILLION ($6,000,000) DOLLARS escrow referred to in Article VII, Paragraph 7.3(A), will be delivered to Escrow Holder at the time of closing. Said escrow shall be placed in an interest-bearing account, which interest shall accrue to the benefit of the Purchaser. Said escrow, without the interest earned thereon, is to be released to the Seller upon the following terms and conditions: (A) Completion of the "punch list" items for Phase II as set forth in EXHIBIT H. Upon completion of the "punch list" items, in Exhibit H, Seller shall give written notice of completion to Purchaser. Purchaser shall provide Seller with written notice that Purchaser agrees that Seller has, in fact, completed the "punch list" items in Exhibit H within ten (10) days from receipt of Seller's notice of completion. (B) Phase II shall have achieved eighty-five (85%) percent occupancy. (C) Upon compliance with the above items (A) and (B), then within seven (7) days after Escrow Holder shall have been notified in writing and instructed by both parties to terminate the escrow and deliver the SIX MILLION ($6,000,000) DOLLARS to the Seller. However, the escrow shall not be delivered for a minimum of sixty (60) days with an automatic extension of an additional thirty (30) days unless Purchaser shall have previously notified the Escrow Holder otherwise. Notwithstanding the foregoing, however, provided that Section 8.1(A) has been satisfied by Seller, the escrow shall be released no later than ninety (90) days after closing.

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 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.

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 Chicago Title Company subject only to such liens, encumbrances, clouds or conditions as may be approved by Buyer and with such endorsements as may be requested by Buyer. Failure to disapprove in writing within 10 days the Preliminary Title Report shall be deemed Buyer's approval. b) Delivery of possession of the Property to Buyer immediately on close of escrow, free and clear of all uses and occupancies except those known by Buyer or created after the opining of escrow. Seller does not warrant or represent to Buyer any fitness for purpose or use of the Property and Buyer is advised to investigate any and all future use that Buyer intends.

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.