Delivery Outside of Escrow Sample Clauses

Delivery Outside of Escrow. Seller shall deliver to Buyer at Closing outside of the Closing escrow the originals of Seller’s Documents (including but not limited to the originals of the Tenant Leases, DNR Lease, and Contracts), keys and/or codes to all doors and security equipment, copies of all books and records of Seller used in the operation, maintenance, repair and protection of the Property, and such other presently existing records and items as reasonably requested by Buyer.
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Delivery Outside of Escrow. The Emeritus Entities shall deliver to AL Investors II and the Facility Entities at Closing outside of the Closing escrow the originals of the diligence materials referenced in Section 4.2 (except for the originals of the Contracts, Leases and Permits to be held by Managers for use in managing the Facilities), and such copies of all books and records used in the operation, maintenance, and repair of the Facilities as AL Investors II may direct.
Sample 1
Delivery Outside of Escrow. Sellers shall deliver to Buyer at Closing outside of the Closing escrow the originals of the diligence materials referenced in Section 3.2 (except for the originals of the Contracts, Leases and Permits to be held by Managers for use in managing the Facilities) and such copies of all books and records of Sellers used in the operation, maintenance arid repair of the Facilities as AL Investors may direct.
Sample 1
Delivery Outside of Escrow. Seller shall deliver to Buyer at Closing outside of the Closing escrow the originals of the diligence materials referenced in Article IV (including but not limited to the originals of the Tenant Leases and Contracts and the 6th Floor Lease, if applicable), originals or copies of all materials relating to design and construction of the Project, including all contracts with any contractor, subcontractor, architect, engineer or other designer relating to the development of the Building or construction of tenant improvements by Seller, operating manuals, keys and/or codes to all doors and security equipment, copies of all current ADDENDUM A books and records of Seller used in the operation, maintenance and repair of the Property, and such other records and items as reasonably requested by Buyer.
Sample 1
Delivery Outside of Escrow. Seller and Buyer shall each deliver to the other outside of Escrow such items as are necessary to consummate the purchase and sale of the property pursuant to this Agreement prior to Closing as specified herein, satisfaction of which shall be a condition precedent to Buyer’s obligation to purchase the Property at the Close of Escrow:
Sample 1

Related to Delivery Outside of Escrow

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein:

  • Release of Escrow Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Subscriber Documents as follows:

  • Terms of Escrow (a) The parties hereby appoint the Administrative Agent as escrow agent in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment as escrow agent.

  • Release of Escrow Shares The Escrow Shares shall be ------------------------ released by the Custodian and Cambridge as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"), less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Custodian's business days ("Business Days") ------------- after the Release Date, Cambridge and the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (the "Released Escrow") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

  • Deposit of Escrow Shares On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

  • Term of Escrow Unless otherwise provided in this Escrow Agreement, final termination of this Escrow Agreement shall occur on the date that (a) all funds held in the Escrow Account are distributed either to the Company or to Subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account, (b) all funds held in the Escrow Account are distributed to a successor escrow agent upon written instructions from the Company or (c) the Escrow Agent receives written notice from the Company or the Dealer Manager that the Company terminated the Offering. After the termination of this Escrow Agreement, the Company and the Dealer Manager shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective Subscribers.

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

  • Seller’s Deliveries in Escrow As of or prior to the Closing Date, Seller shall deliver in escrow to Escrow Agent the following:

  • Indemnity of Escrow Agent The Client hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities, attorneys’ fees (even if Escrow Agent represents himself), and expenses, including any litigation arising from this Agreement or involving the subject matter hereof.

  • Creation of Escrow Funds On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as follows: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 000000000 Account #: 2000014931134 Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account Name on Sub-Account: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account

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