Deposit Escrow. At or prior to the Closing, the Buyer shall (i) deposit immediately into escrow with Citibank NA (the “Escrow Agent”) an amount equal to one million six-hundred twenty-four thousand seven hundred ninety dollars and ten cents ($1,624,790.10), and (ii) deposit any additional amounts required to be deposited following the Auction pursuant to the terms of the Bidding Procedures Order (the amounts so deposited pursuant to the foregoing clauses (i) and (ii), together with any interest accrued thereon prior to the Closing Date, the “Deposit”) by wire transfer of immediately available funds pursuant to the terms of this Agreement. The Deposit shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any of the Parties; provided, that the Seller’s right to receive the Deposit in accordance with the terms of this Agreement shall be subject to the liens securing the DIP Obligations. The Deposit shall become payable to the Seller upon the earlier of (i) the Closing or (ii) the termination of this Agreement by the Seller pursuant to Section 9.1(d) or Section 9.1(i) (any such termination described in the foregoing clause (ii), a “Buyer Default Termination”). If the Closing occurs, the Deposit shall be delivered to an account designated by the Seller by wire transfer of immediately available funds as payment of a portion of the Purchase Price. If the Deposit becomes payable to the Seller by reason of a Buyer Default Termination, then either (A) the Seller and the Buyer shall jointly instruct the Escrow Agent to disburse, or (B) the Seller or the Buyer shall deliver to the Escrow Agent a final and non-appealable written Order from a court of competent jurisdiction directing the Escrow Agent to disburse, the Deposit to the Seller, in each case in accordance with this Agreement, and the Escrow Agent shall, within two (2) Business Days after receiving such joint written instruction or Order, as the case may be, disburse the Deposit by wire transfer of immediately available funds to the account designated in writing by the Seller to be retained by the Seller for its own account. If this Agreement or the transactions contemplated herein are terminated other than for a termination which constitutes a Buyer Default Termination, then either (A) the Seller and the Buyer shall jointly instruct the Escrow Agent to return, or (B) the Seller or the Buyer shall deliver to the Escrow Agent a final and non-appealable written Order from...
Deposit Escrow. On January 9, 2003, Buyer and Sellers executed the Deposit Escrow Agreement and deposited with the Escrow Agent $6.5 million (the "Deposit Escrow"). The Deposit Escrow shall be held and disbursed pursuant to the terms of the Deposit Escrow Agreement and this Agreement.
Deposit Escrow. (a) On the next Business Day following the Agreement Date, Buyer shall execute and deliver to Sellers the Deposit Escrow Agreement and deposit with the Escrow Agent fifty million dollars ($50,000,000) (the “Deposit Escrow”).
Deposit Escrow. Within two (2) Business Days following the Execution Date, Buyer shall deliver to the Escrow Agent, by wire transfer of immediately available funds into an interest bearing escrow account (the “Deposit Escrow Account”), established pursuant to the Escrow Agreement, a cash deposit equal to seven and a half percent (7.5%) of the Transaction Value (together with any interest or income accrued thereon, the “Deposit”), to (i) assure Buyer’s performance of its obligations hereunder and for certain other purposes set forth herein and (ii) from and after the Closing, to support Seller’s performance of its obligations pursuant to Section 2.7 and Section 10.2(a); provided, that, for the avoidance of doubt, Seller’s performance of its obligations pursuant to Section 2.7 and Section 10.2(a) shall not be limited to the Deposit. Subject to Section 10.9 and Section 13.2(b), and notwithstanding the fact the Deposit will remain in escrow after the Closing Date, the Deposit shall be held by the Escrow Agent, and in the event there is a Closing, applied as a credit against the Closing Cash Payment to be delivered at Closing as provided in Section 2.10(b)(ii); provided, that if this Agreement is terminated prior to the Closing in accordance with Article 13, then the distribution of the Deposit shall be governed by the terms of Section 13.2(b) and the Escrow Agreement.
Deposit Escrow. Agent is authorized and directed to deposit, transfer, and hold and invest any cash in the Deposit Escrow Amount and any investment income thereon only as set forth in Exhibit “A” hereto, or as set forth in any subsequent written instruction signed by all the parties. Parent, Merger Sub and Company acknowledge that they have read and understand Exhibit “A” hereto. The dividends, distributions, interest, gains and other earnings of or from the Deposit Escrow Amount (“Net Income”), less any fees, costs and expenses charged against and paid from such Net Income, shall be held by Deposit Escrow Agent and shall become part of the Deposit Escrow Amount, and shall be disbursed in accordance with paragraph 2 and paragraph 3 of this Deposit Escrow Agreement.
Deposit Escrow. (a) On or before July 6, 2016, Purchaser shall execute and deliver to Seller the Escrow Agreement and deposit with the Escrow Agent Nine Hundred and Eighty-Seven Thousand Five Hundred United States Dollars (US$987,500.00) (the “Deposit Escrow”) (for the avoidance of doubt, the Escrow Deposit shall be withheld from the Purchase Price in accordance with the terms and conditions of this Agreement and shall not be in addition to the Purchase Price.).
Deposit Escrow. (a) Within two business days of the date hereof, Parent shall deliver $4,400,000 (the "Deposit") to Republic Security Bank as escrow agent (the "Escrow Agent") to be held by the Escrow Agent pursuant to the terms and conditions set forth in the Deposit Escrow Agreement attached hereto as Exhibit A (the "Deposit Escrow Agreement"). The Deposit and the accrued interest thereon shall be applied as part of the Cash Consideration and credited to the Total Purchase Price if the Closing occurs. If Closing has not occurred on or prior to 9 months from the date of this Agreement (the "Non-Discretionary Date"), the Parent shall make a payment of $1,700,000 to the Company (the "Non-Discretionary Payment"). If the Closing occurs, the Non-Discretionary Payment shall be applied as part of the Cash Consideration and credited to the Total Purchase Price. Absent any breach by the Company or the Shareholders of any representation, warranty or covenant contained in this Agreement, the terms of Section 1.8(b) below will not apply to the Non-Discretionary Payment. If the Closing does not occur by reason of a breach of a representation, warranty or covenant in this Agreement by the Company or any Shareholder, the Non-Discretionary Payment shall be refunded to the Parent. If the Closing does not occur for any other reason (except as provided in the next paragraph of this Section 1.8(a)), the Non-Discretionary Payment and the accrued interest thereon shall be retained by the Company. If the Closing has not occurred on or prior to 12 months from the date of this Agreement, Parent shall have the option, but not the obligation, to extend the time for Closing an additional 3 months by Parent making an additional payment of $1,700,000 to the Escrow Agent (the "Discretionary Payment"). Such Discretionary Payment and the accrued interest thereon shall become part of the Deposit and if the Closing occurs shall be applied as part of the Cash Consideration and credited to the Total Purchase Price. The Louisiana Gaming Control Board issued a Report on Conditional License Renewal on or about July 24, 2000 captioned "In Re: Louisiana Casino Cruises, Inc. d/b/a Casino Rouge License No. R011700193" (the "Report"). The Report refers to proposed conditions to renewal of LCCI's license. Such conditions and any additional conditions subsequently imposed by the Louisiana Gaming Control Board are referred to herein as "Conditions." Notwithstanding the foregoing paragraph, in the event that a Closing ...
Deposit Escrow. Buyer has previously deposited Sixty Thousand Dollars ($60,000) into escrow upon execution of the Letter of Intent. Buyer and Seller shall jointly instruct for the transfer of that amount, along with the deposit of an additional amount of Six Hundred Fifty Seven Thousand Eight Hundred Dollars ($657,800) into escrow for a total of Seven Hundred Seventeen Thousand Eight Hundred Dollars ($717,800) (the “Deposit Amount”) into a new escrow account, pursuant to an Escrow Agreement by and among Buyer, Seller and the Union Bank, which is attached hereto as Exhibit C (“Deposit Fund Escrow Agreement”). The Deposit Fund Escrow Agreement shall contain customary provisions, and shall provide that any interest and income earned on the Deposit Amount shall accrue to the Benefit of Buyer. Buyer and Seller will, at Closing, share equally any fees and/or other expenses charged by the Escrow Agent in connection the provision of Escrow Agent services. The Deposit Amount plus all interest and income earned in respect thereof are herein referred to collectively as the “Deposit Fund”. The Deposit Fund may be released from the Deposit Account only pursuant to the terms of the Deposit Fund Escrow Agreement.
Deposit Escrow. (a) Each of the Primary Seller Parties, NNSA and the Purchaser has entered into the Escrow Agreement with the Escrow Agent in order to secure payment of the Good Faith Deposit as provided in this Agreement and provide for the disposition of such Good Faith Deposit.
Deposit Escrow. Within one business day of the date of this Agreement, Buyer shall deposit $1,000,000 in cash (the "Deposit") with Fifth Third Bank, N.A., Cincinnati, Ohio (the "Escrow Agent") pursuant to an Escrow Agreement of even date herewith among Regent, Buyer and Escrow Agent. At Closing, the Deposit shall be applied to the Cash Payment and any interest accrued on the Deposit shall be disbursed to Buyer. If this Agreement is terminated by Regent pursuant to Section 16.1(c) and Regent is entitled to liquidated damages pursuant to Section 16.3, the Deposit and any interest accrued thereon shall be paid to Regent as such liquidated damages. If this Agreement is terminated for any other reason, the Deposit and any interest accrued thereon shall be disbursed to Buyer.
