Contract Consideration and XXXXXXX Money Sample Clauses

Related to Contract Consideration and XXXXXXX Money

Xxxxxxx Money Deposit (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as xxxxxxx money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Xxxxxxx Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Xxxxxxx Money Deposit.”
Exxxxxx Money Buyer shall, within two business days after the Effective Date, deposit with the Escrow Company, as escrow agent, the sum of $250,000, as exxxxxx money (said amount being referred to herein as the “Initial Exxxxxx Money”, and, together with (i) the “Additional Exxxxxx Money” deposit described below, and (ii) the Extension Deposit (as defined in Section 4.1 below), and all interest accruing thereon, being herein referred to collectively as the “Exxxxxx Money”), which shall be in the form of a wire transfer of immediately available funds. Provided that Buyer has not terminated this Agreement pursuant to Section 3.2 below, within two business days after the Due Diligence Expiration Date, Buyer shall increase the Exxxxxx Money to $400,000 by depositing with the Escrow Company an additional $150,000 by wire transfer of immediately available funds (the “Additional Exxxxxx Money”). Upon expiration of the Due Diligence Period, all of the Exxxxxx Money shall become fully non-refundable and payable to Seller, except as otherwise expressly provided herein. The Exxxxxx Money shall be held and disbursed by the Escrow Company pursuant to the escrow agreement in the form of Exhibit J attached hereto (the "Escrow Agreement"), which the parties have executed and delivered simultaneously with the execution and delivery of this Agreement. The Exxxxxx Money shall be invested as provided in said Escrow Agreement, with all interest accruing thereon being deemed part of the Exxxxxx Money for all purposes hereunder. In the event Buyer fails to deliver any portion of the Exxxxxx Money within the time provided in this Agreement, Seller may, prior to Buyer’s deposit of such portion of the Exxxxxx Money with the Escrow Company, at Seller’s option and without limiting any of its other rights or remedies, terminate this Agreement by written notice to Buyer, whereupon any portion of the Exxxxxx Money previously delivered to Escrow Company shall be immediately delivered to Seller, this Agreement shall terminate, and the parties hereto shall have no further obligations to the other except for the Termination Surviving Obligations. If the sale hereunder is consummated in accordance with the terms hereof, the Exxxxxx Money shall be paid to Seller and applied to the Purchase Price to be paid by Buyer at the Closing. In all other instances, the Exxxxxx Money shall be paid to Seller or Buyer as provided in other provisions of this Agreement.
Xxxxxxx Money Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.
Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.
Xxxxxxxxx Payments The Company shall pay Executive cash benefits equal to:
Xxxxxxxx Tobacco Co the jury returned a verdict in favor of the plaintiff, found the plaintiff to be 30% at fault and RJR Tobacco to be 70% at fault, and awarded $9 million in compensatory damages and $1 million in punitive damages. For a detailed description of the above-described cases, see “— Xxxxx and Xxxxx Progeny Cases” below. In addition, since the end of the third quarter of 2013, jurors returned a verdict in the following Xxxxx Progeny case:
Payment at Closing; Fee Letters The Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, legal (including, without limitation, local counsel) fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.
Xxxxxxxx-Xxxxx Certification Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.
Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.
Xxxxxxxxx Payment The Company shall pay to you the following amounts: