Common use of Conditions Precedent to Obligations of Purchaser and Sellers Clause in Contracts

Conditions Precedent to Obligations of Purchaser and Sellers. (a) The obligations of Purchaser and Sellers hereunder to close upon the purchase of the Interests are subject to and contingent upon obtaining the consent of USDA for the transactions contemplated by this Contract, including the continuation of the current mortgage under its current terms and conditions and the continuation of the Rental Assistance Agreement (the "RA Agreement"), by and between the Partnership and the United States of America, acting through the Rural Housing Service (collectively, the “Closing Contingency”) having been met or satisfied to the satisfaction of Purchaser and Sellers. The satisfaction of the Closing Contingency shall be the sole responsibility and at the sole cost of Purchaser, with the cooperation of, and at no cost, expense or liability to, Sellers. In the event that such condition has not been satisfied on or before the expiration of the Feasibility Period, then Purchaser may either terminate this Contract, or waive such Closing Contingency, in which event the Deposit shall be nonrefundable thereafter for any reason other than a default by Sellers. If the consent of USDA is not obtained by the Closing Date, then either Purchaser or Sellers may terminate this Contract by giving written notice to the other, and thereafter neither party shall have any further obligation hereunder (except those which by their terms survive the termination of this Contract and Sellers shall retain the Deposit. (b) Provided Purchaser has not elected to terminate this Agreement during the Feasibility Period. Purchaser's obligation to close under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: (i) All of the documents required to be delivered by Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; (ii) Each of Sellers’ Representations shall be true in all material respects as of the Closing Date; (iii) The Loan Continuation and Release shall have been approved and shall occur upon Closing; (iv) Approval of the “Credit Agency” (as that term is defined in Section 42(h)(7)(A) of the Internal Revenue Code of 1986, as amended) of the state in which the Property is located to the transactions contemplated by this Contract, to the extent such approval is required (“Credit Agency Approval”); and (v) Sellers shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Sellers hereunder. (vi) All management contracts for the Property shall terminate on the Closing Date and Purchaser shall not have any further obligations to pay any sums not expressly provided for in this Agreement to Seller or Seller’s Indemnified Parties after the Closing Date. Notwithstanding anything to the contrary, there are no other conditions to Purchaser's obligation to Close except the Closing Contingency or as expressly set forth in this Section 11(b). If any of the conditions set forth in subparagraphs (i), (ii), or (v) is not met, Purchaser may (I) waive any of such conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (II) if such failure constitutes a default by Sellers, exercise any of its remedies pursuant to Section 17(b). If either of the conditions set forth in subparagraph (iii) or (iv) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Escrow Agent shall promptly release the Deposit to Seller. (c) Without limiting any of the rights of Sellers elsewhere provided for in this Contract, Sellers’ obligation to close with respect to transfer of the Interests under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: (i) All of the documents and funds required to be delivered by Purchaser to Sellers at the Closing pursuant to the terms and conditions hereof shall have been delivered; (ii) Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; (iii) Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; (iv) There shall not be pending or, to the knowledge of either Purchaser or Sellers, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Purchaser; (v) Sellers shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby (and the amendment of Sellers’ (or Sellers’ affiliates') partnership or other organizational documents in connection therewith), (a) from Sellers’ partners, members, managers, shareholders or directors to the extent required by Sellers’ (or Sellers’ affiliates') organizational documents, and (b) as required by law; (vi) Credit Agency Approval; (vii) The Loan Continuation and Release shall have been approved and shall occur upon Closing; and (viii) Simultaneous closings under each of the other “Additional Contracts” as that term is hereinafter defined. If any of the foregoing conditions to Sellers’ obligation to close with respect to the transfer of the Interests under this Contract are not met, Sellers may (I) waive any of the foregoing conditions and proceed to Closing on the Closing Date, or (II) terminate this Contract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 17(a). If the condition set forth in subparagraph (v) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Sellers may (x) waive any of the foregoing conditions and proceed to Closing on the Closing Date, or (y) terminate this Contract and the Deposit shall be promptly released to Purchaser. If either of the conditions set forth in subparagraphs (vi) or (vii) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Escrow Agent shall promptly release the Deposit to Seller.

Conditions Precedent to Obligations of Purchaser and Sellers. (a) The respective obligations of Purchaser and Sellers hereunder each Seller to close upon the purchase of the Interests are subject to and contingent upon obtaining the consent of USDA for consummate the transactions contemplated by this Contract, including the continuation of the current mortgage under its current terms and conditions and the continuation of the Rental Assistance Agreement (the "RA Agreement"), by and between the Partnership and the United States of America, acting through the Rural Housing Service (collectively, the “Closing Contingency”) having been met or satisfied are subject to the satisfaction of Purchaser and Sellers. The satisfaction of the Closing Contingency shall be the sole responsibility and at the sole cost of Purchaserfulfillment, with the cooperation of, and at no cost, expense or liability to, Sellers. In the event that such condition has not been satisfied on or before the expiration of the Feasibility Period, then Purchaser may either terminate this Contract, or waive such Closing Contingency, in which event the Deposit shall be nonrefundable thereafter for any reason other than a default by Sellers. If the consent of USDA is not obtained by prior to the Closing Date, then either of each of the following conditions (any or all of which may be waived by Purchaser and Sellers in whole or Sellers may terminate this Contract by giving written notice in part to the other, and thereafter neither party extent permitted by applicable Law): (a) there shall have not be in effect any further obligation hereunder (except those which by their terms survive Order enjoining or otherwise prohibiting the termination consummation of this Contract and Sellers shall retain all material elements of the Deposit.transactions contemplated hereby; (b) Provided the Bankruptcy Court shall have entered the Approval Order and the Settlement Agreement shall remain in full force and effect and shall not have been modified or amended without the prior written consent of Purchaser has not elected or in a manner materially adverse to terminate this Agreement during Purchaser or Sellers as the Feasibility Period. Purchaser's obligation to close under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent:case may be; (ic) All of the documents required to be delivered by Sellers to Purchaser at Bankruptcy Court shall have entered the Closing pursuant Approval Order and any stay period applicable to the terms and conditions hereof Approval Order shall have expired or shall have been delivered;waived by the Bankruptcy Court, the Approval Order shall not have been modified or amended in a manner adverse to Purchaser without the prior written consent of Purchaser or in a manner materially adverse to Purchase or Sellers as the case may be, and shall remain in full force and effect; and (iid) Each of Sellers’ Representations shall be true in all material respects as of the Closing Date; (iii) The Loan Continuation and Release shall have been approved and shall occur upon Closing; (iv) Approval of the “Credit Agency” (as that term is defined in Section 42(h)(7)(Asubject to section 363(b)(2) of the Internal Revenue Code of 1986Bankruptcy Code, as amended) of the state in which the Property is located waiting period applicable to the transactions contemplated by this Contract, to Agreement under the extent such approval is required (“Credit Agency Approval”); and (v) Sellers HSR Act shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled expired or performed by Sellers hereunder. (vi) All management contracts for the Property shall terminate on the Closing Date and Purchaser shall not have any further obligations to pay any sums not expressly provided for in this Agreement to Seller or Seller’s Indemnified Parties after the Closing Date. Notwithstanding anything to the contrary, there are no other conditions to Purchaser's obligation to Close except the Closing Contingency or as expressly set forth in this Section 11(b). If any of the conditions set forth in subparagraphs (i), (ii), or (v) is not met, Purchaser may (I) waive any of such conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (II) if such failure constitutes a default by Sellers, exercise any of its remedies pursuant to Section 17(b). If either of the conditions set forth in subparagraph (iii) or (iv) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Escrow Agent shall promptly release the Deposit to Seller. (c) Without limiting any of the rights of Sellers elsewhere provided for in this Contract, Sellers’ obligation to close with respect to transfer of the Interests under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: (i) All of the documents and funds required to be delivered by Purchaser to Sellers at the Closing pursuant to the terms and conditions hereof early termination shall have been delivered; (ii) Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; (iii) Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; (iv) There shall not be pending or, to the knowledge of either Purchaser or Sellers, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Purchaser; (v) Sellers shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby (and the amendment of Sellers’ (or Sellers’ affiliates') partnership or other organizational documents in connection therewith), (a) from Sellers’ partners, members, managers, shareholders or directors to the extent required by Sellers’ (or Sellers’ affiliates') organizational documents, and (b) as required by law; (vi) Credit Agency Approval; (vii) The Loan Continuation and Release shall have been approved and shall occur upon Closing; and (viii) Simultaneous closings under each of the other “Additional Contracts” as that term is hereinafter defined. If any of the foregoing conditions to Sellers’ obligation to close with respect to the transfer of the Interests under this Contract are not met, Sellers may (I) waive any of the foregoing conditions and proceed to Closing on the Closing Date, or (II) terminate this Contract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 17(a). If the condition set forth in subparagraph (v) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Sellers may (x) waive any of the foregoing conditions and proceed to Closing on the Closing Date, or (y) terminate this Contract and the Deposit shall be promptly released to Purchaser. If either of the conditions set forth in subparagraphs (vi) or (vii) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Escrow Agent shall promptly release the Deposit to Sellergranted.

Conditions Precedent to Obligations of Purchaser and Sellers. (a) The respective obligations of Purchaser and Sellers hereunder to close upon the purchase of the Interests are subject to and contingent upon obtaining the consent of USDA for consummate the transactions contemplated by this Contract, including the continuation of the current mortgage under its current terms and conditions and the continuation of the Rental Assistance Agreement (the "RA Agreement"), by and between the Partnership and the United States of America, acting through the Rural Housing Service (collectively, the “Closing Contingency”) having been met or satisfied are subject to the satisfaction of Purchaser and Sellers. The satisfaction of the Closing Contingency shall be the sole responsibility and at the sole cost of Purchaserfulfillment, with the cooperation of, and at no cost, expense or liability to, Sellers. In the event that such condition has not been satisfied on or before the expiration of the Feasibility Period, then Purchaser may either terminate this Contract, or waive such Closing Contingency, in which event the Deposit shall be nonrefundable thereafter for any reason other than a default by Sellers. If the consent of USDA is not obtained by prior to the Closing Date, then either of each of the following conditions (any or all of which may be waived by Purchaser and Sellers in whole or Sellers may terminate this Contract by giving written notice in part to the otherextent permitted by applicable Law): (a) there shall not be in effect any injunction or Order by a Governmental Body of competent jurisdiction restraining, and thereafter neither party shall have any further obligation hereunder (except those which by their terms survive enjoining or otherwise prohibiting the termination consummation of this Contract and Sellers shall retain the Deposit.transactions contemplated hereby; (b) Provided Purchaser has the Bankruptcy Court shall have entered the Bidding Procedures Order; (c) the Bankruptcy Court shall have entered a final and non-appealable order approving the Disclosure Statement related to the Plan; (d) the Bankruptcy Court shall have entered the Confirmation Order, and any stay period applicable to the Confirmation Order shall have expired or shall have been waived by the applicable court to the fullest extent permitted by Law and the Confirmation Order shall not elected to terminate this Agreement during the Feasibility Period. Purchaser's obligation to close under this Contract shall be subject to appeal by any U.S. federal Governmental Body (it being understood and conditioned upon agreed that from and after January 3, 2011, it shall not be a condition to the fulfillment obligation of any Seller to consummate the following conditions precedent:transactions contemplated hereby that the Confirmation Order is not subject to appeal by any U.S. federal Government Body); (i) All all Gaming Approvals (including approval, licensing or registration of the documents Purchaser and its members, partners and limited partners, each, as required by any Gaming Authority) have been obtained and (ii) all other Orders required to be delivered by Sellers obtained, and all filings required to Purchaser at the Closing pursuant to the terms and conditions hereof be made, under applicable Law shall have been deliveredobtained or made, as applicable; (iif) Each of Sellers’ Representations The Opco Plan Support Agreement shall be true in all material respects as full force and effect immediately prior to the effective date of the Closing DatePlan and no event of termination shall have occurred (other than the effective date of the Plan occurring) that has not been waived by the parties thereto; (iiig) The Loan Continuation and Release shall have been approved and shall occur upon Closing; (iv) Approval of the “Credit Agency” (as that term is defined in Section 42(h)(7)(A) of the Internal Revenue Code of 1986, as amended) of the state in which the Property is located waiting period applicable to the transactions contemplated by this ContractAgreement under the HSR Act shall have expired or early termination shall have been granted; (h) the consent of Bank of America, N.A. to the extent such approval is required (“Credit Agency Approval”)Mortgage Restrictions Amendment, the New Tenant Assignment and the Confirming Amendment, each as defined in the Texas Station Ground Lease Agreement, shall have been obtained; and (vi) Sellers The Plan shall have complied withbecome effective, fulfilled the Opco Loan Credit Agreement, the Landco Loan Credit Agreement, the New Propco Credit Agreement, the New Propco Land Loan Agreement and performed in all material respects each the other Exit Credit Documents shall have become effective, and the loans to be made thereunder on the effective date of the covenantsPlan, terms and conditions to be complied with, fulfilled or performed by Sellers hereunder. (vi) All management contracts for including the Property shall terminate on the Closing Date and Purchaser shall not have any further obligations to pay any sums not expressly provided for in this Agreement to Seller or Seller’s Indemnified Parties after the Closing Date. Notwithstanding anything to the contrary, there are no other conditions to Purchaser's obligation to Close except the Closing Contingency or as expressly set forth in this Section 11(b). If any issuance of the conditions set forth in subparagraphs (i)Super Priority Notes, (ii)if applicable, or (v) is not met, Purchaser may (I) waive any of such conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (II) if such failure constitutes a default by Sellers, exercise any of its remedies pursuant to Section 17(b). If either of the conditions set forth in subparagraph (iii) or (iv) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Escrow Agent shall promptly release the Deposit to Seller. (c) Without limiting any of the rights of Sellers elsewhere provided for in this Contract, Sellers’ obligation to close with respect to transfer of the Interests under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: (i) All of the documents and funds required to be delivered by Purchaser to Sellers at the Closing pursuant to the terms and conditions hereof shall have been delivered; (ii) Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; (iii) Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; (iv) There shall not be pending or, to the knowledge of either Purchaser or Sellers, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Purchaser; (v) Sellers shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby (and the amendment of Sellers’ (or Sellers’ affiliates') partnership or other organizational documents in connection therewith), (a) from Sellers’ partners, members, managers, shareholders or directors to the extent required by Sellers’ (or Sellers’ affiliates') organizational documents, and (b) as required by law; (vi) Credit Agency Approval; (vii) The Loan Continuation and Release shall have been approved and shall occur upon Closing; and (viii) Simultaneous closings under each of the other “Additional Contracts” as that term is hereinafter defined. If any of the foregoing conditions to Sellers’ obligation to close with respect to the transfer of the Interests under this Contract are not met, Sellers may (I) waive any of the foregoing conditions and proceed to Closing on the Closing Date, or (II) terminate this Contract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 17(a). If the condition set forth in subparagraph (v) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Sellers may (x) waive any of the foregoing conditions and proceed to Closing on the Closing Date, or (y) terminate this Contract and the Deposit shall be promptly released to Purchaser. If either of the conditions set forth in subparagraphs (vi) or (vii) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Escrow Agent shall promptly release the Deposit to Sellermade.

Conditions Precedent to Obligations of Purchaser and Sellers. (a) The respective obligations of Purchaser and Sellers hereunder to close upon the purchase of the Interests are subject to and contingent upon obtaining the consent of USDA for consummate the transactions contemplated by this Contract, including the continuation of the current mortgage under its current terms and conditions and the continuation of the Rental Assistance Agreement (the "RA Agreement"), by and between the Partnership and the United States of America, acting through the Rural Housing Service (collectively, the “Closing Contingency”) having been met or satisfied are subject to the satisfaction of Purchaser and Sellers. The satisfaction of the Closing Contingency shall be the sole responsibility and at the sole cost of Purchaserfulfillment, with the cooperation of, and at no cost, expense or liability to, Sellers. In the event that such condition has not been satisfied on or before the expiration of the Feasibility Period, then Purchaser may either terminate this Contract, or waive such Closing Contingency, in which event the Deposit shall be nonrefundable thereafter for any reason other than a default by Sellers. If the consent of USDA is not obtained by prior to the Closing Date, then either of each of the following conditions (any or all of which may be waived by Purchaser and Sellers in whole or Sellers may terminate this Contract by giving written notice in part to the otherextent permitted by Applicable Law): (a) no Legal Proceedings (including any proceeding over which the Bankruptcy Court has jurisdiction under 28 U.S.C. Section 157(b)) shall have been instituted or threatened or claim or demand made against Sellers or Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and thereafter neither party there shall have not be in effect any further obligation hereunder (except those which Order by their terms survive a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the termination consummation of this Contract and Sellers shall retain the Deposit.transactions contemplated hereby; (b) Provided Purchaser has not elected the Bankruptcy Court shall have entered the Bidding Procedures Order and the Sale Order shall be a Final Order; (c) the waiting period under the HSR Act shall have expired or early termination shall have been granted and Sellers shall have obtained any other consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to terminate be obtained or made in connection with the execution and delivery of this Agreement during or the Feasibility Period. Purchaser's obligation to close under this Contract shall be subject to and conditioned upon the fulfillment performance of the following conditions precedenttransactions contemplated herein and no Governmental Body shall have instituted, or announced an intention to institute, any proceeding against Purchaser or either Seller arising out of or based upon an antitrust, competition or similar Applicable Law in connection with the transactions contemplated herein: (d) each of Sellers on the one hand and Purchaser on the other hand shall have executed and delivered to each other the (i) All of the documents required to be delivered by Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; Services Agreement, (ii) Each of Sellers’ Representations shall be true in all material respects as of the Closing Date; Manufacturing Agreement and (iii) The Loan Continuation and Release shall have been approved and shall occur upon Closing; (iv) Approval of the “Credit Agency” (as that term is defined in Section 42(h)(7)(A) of the Internal Revenue Code of 1986, as amended) of the state in which the Property is located to the transactions contemplated by this Contract, to the extent such approval is required (“Credit Agency Approval”)Odyssey Co-Development Agreement; and (ve) Sellers shall have complied withobtained those consents, fulfilled waivers and performed approvals referred to Schedule 10.3(e) hereof in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Sellers hereunder. (vi) All management contracts for the Property shall terminate on the Closing Date and Purchaser shall not have any further obligations to pay any sums not expressly provided for in this Agreement to Seller or Seller’s Indemnified Parties after the Closing Date. Notwithstanding anything to the contrary, there are no other conditions a form satisfactory to Purchaser's obligation to Close except the Closing Contingency or as expressly set forth in this Section 11(b). If any of the conditions set forth in subparagraphs (i), (ii), or (v) is not met, Purchaser may (I) waive any of such conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (II) if such failure constitutes a default by Sellers, exercise any of its remedies pursuant to Section 17(b). If either of the conditions set forth in subparagraph (iii) or (iv) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Escrow Agent shall promptly release the Deposit to Seller. (c) Without limiting any of the rights of Sellers elsewhere provided for in this Contract, Sellers’ obligation to close with respect to transfer of the Interests under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: (i) All of the documents and funds required to be delivered by Purchaser to Sellers at the Closing pursuant to the terms and conditions hereof shall have been delivered; (ii) Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; (iii) Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; (iv) There shall not be pending or, to the knowledge of either Purchaser or Sellers, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Purchaser; (v) Sellers shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby (and the amendment of Sellers’ (or Sellers’ affiliates') partnership or other organizational documents in connection therewith), (a) from Sellers’ partners, members, managers, shareholders or directors to the extent required by Sellers’ (or Sellers’ affiliates') organizational documents, and (b) as required by law; (vi) Credit Agency Approval; (vii) The Loan Continuation and Release shall have been approved and shall occur upon Closing; and (viii) Simultaneous closings under each of the other “Additional Contracts” as that term is hereinafter defined. If any of the foregoing conditions to Sellers’ obligation to close with respect to the transfer of the Interests under this Contract are not met, Sellers may (I) waive any of the foregoing conditions and proceed to Closing on the Closing Date, or (II) terminate this Contract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 17(a). If the condition set forth in subparagraph (v) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Sellers may (x) waive any of the foregoing conditions and proceed to Closing on the Closing Date, or (y) terminate this Contract and the Deposit shall be promptly released to Purchaser. If either of the conditions set forth in subparagraphs (vi) or (vii) is not met on or before the Closing Date [as may be extended pursuant to Section 13(b)], Escrow Agent shall promptly release the Deposit to Seller.