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 close of such escrow and Buyer's obligation to purchase the Property are conditioned on:
Conditions of Escrow. The following conditions shall apply to the account contemplated under this Agreement.
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. 3.1 Buyer's Condition to Closing. The close of escrow on the Property and ---------------------------- Buyer's obligation under this Agreement to purchase the Property shall be subject to the satisfaction, at or prior to the time stated herein, of the following conditions, with Buyer to retain the right to waive in writing, in whole or in part, any of the following conditions at or prior to the time stated herein for satisfaction of such conditions or for approval or disapproval by Buyer:
Conditions of Escrow. Escrow Agent accepts the undertaking in this Agreement subject to these conditions of escrow:
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:
Conditions of Escrow. On execution of this Agreement, Xxxxxxxxx, the Company and, if required, the Parent shall enter into an Escrow Agreement with Norwest Bank, as Escrow Agent, or with such other entity as the parties may agree to act as Escrow Agent, regarding the Shares issued pursuant to the terms of this Agreement, which Escrow Agreement shall be in the form attached hereto as Exhibit A which is hereby incorporated by reference and made a part of this Agreement.
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.
