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”).
(b) The Deposit Escrow shall be held and disbursed pursuant to the terms of the Deposit Escrow Agreement and this Agreement, including:
(i) if the Closing shall occur, then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be applied towards the Purchase Price;
(ii) if this Agreement is terminated pursuant to and in accordance with Section 8.1(a), Section 8.1(b), Section 8.1(c), Section 8.1(d)(ii), Section 8.1(e) or Section 8.1(f), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be returned to Buyer; or
(iii) if this Agreement is terminated by Sellers pursuant to and in accordance with Section 8.1(d), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be delivered to Sellers.
(c) Unless this Agreement has been validly terminated in accordance with its terms (in which case Section 3.2(b) shall control), in the event that Buyer is not the Successful Bidder or the Back-Up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Buyer within fifteen (15) Business Days after the entry of the sale order by the Bankruptcy Court with respect to the Alternative Transaction involving the Successful Bidder. In the event that Buyer is the Back-Up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Buyer within two (2) Business Days of the Outside Back-Up Date.
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. 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. On the date hereof, Parent shall deposit in readily available funds of Thirty Million Dollars ($30,000,000) (such amount, including the interest accrued, and any other income earned, thereon, the “Deposit”), with Chicago Title Company of Nevada, Inc. (the “Escrow Agent”), pursuant to an escrow agreement dated as of the date hereof, a copy of which is attached hereto as Exhibit C (as it may be amended from time to time, the “Escrow Agreement”), executed and delivered by Parent, the Stockholders’ Representative and the Escrow Agent. At the Closing, (i) the Deposit (less the Holdback Amount) shall be released by the Escrow Agent to the Paying Agent pursuant to Section 2.3(a)(i) and in accordance with the terms of the Escrow Agreement, and (ii) the Holdback Amount shall continue to be held by the Escrow Agent in accordance with the Escrow Agreement until released pursuant to the terms of the Escrow Agreement and Section 2.2(c) of this Agreement. Upon the termination of this Agreement, the Deposit shall be payable pursuant to Section 6.3, and thereafter shall be promptly released by the Escrow Agent to Parent or the Company, as applicable, pursuant to Section 6.3 and the terms of the Escrow Agreement. In the event of any inconsistency between the terms and provisions of the Escrow Agreement and the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control, absent an express written agreement between the parties hereto to the contrary which acknowledges this Section 2.2(d).
Deposit Escrow. On or before January 3, 2007 the Buyer shall deposit an amount equal to the Deposit Amount with an escrow agent jointly selected by the Buyer and the Seller (the “Deposit Escrow Agent”). The parties acknowledge and agree that the Deposit Escrow Amount shall be used for the purpose of securing the Buyer’s obligations to consummate the transactions contemplated by this Agreement. The Deposit Amount shall be administered in accordance with the provisions of an Deposit Escrow Agreement substantially in the form attached hereto as Exhibit A (the “Deposit Escrow Agreement”). The Deposit Escrow Amount shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of the Buyer and its Affiliates and the Seller and its Affiliates and shall be held and disbursed solely for the purposes and in accordance with the respective terms thereof. At the Closing, the Deposit Escrow Agent shall deliver the Deposit Amount to the Seller and the Deposit Amount shall be applied to the Cash Purchase Price Component pursuant to Section 2.5; provided, however:
(a) If the Buyer and the Seller mutually terminate this Agreement prior to the Closing pursuant to Section 10.1(b), the Buyer will be entitled to a refund of the Deposit Amount;
(b) If the Buyer terminates this Agreement prior to the Closing pursuant to Section 10.1(c) or Section 10.1(d), the Buyer will be entitled to a refund of the Deposit Amount; and
(c) If the Seller terminates this Agreement prior to the Closing pursuant to Section 10.1(c) or Section 10.1(e), the Seller will be entitled to retain the Deposit Amount.
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. (a) Contemporaneously with the execution of this Agreement, the Buyer will deposit with Escrow Agent by wire transfer of immediately available funds in United States dollars an amount equal to the Deposit Amount, to be held in an escrow account pursuant to the Escrow Agreement. If the Closing occurs, the Buyer and the Seller will deliver joint written instructions to Escrow Agent instructing Escrow Agent to pay the Deposit Amount (together with any interest earned thereon) to the Seller at the Closing (the “Joint Instruction”), and the Deposit Amount shall be applied as a credit toward the Estimated Purchase Price. If this Agreement is terminated prior to the Closing in accordance with Article X, then the provisions of Section 10.2 shall apply and the Buyer and the Seller shall instruct Escrow Agent to pay the Deposit Amount (together with any interest earned thereon) in accordance with the applicable terms and provisions of Article X.
(b) Simultaneously with the execution of this Agreement, the Buyer and the Seller have executed, and have obtained execution by Escrow Agent of, the Escrow Agreement.
Deposit Escrow. Within five business days after the execution and delivery of this Agreement, Ajay shall cause to be deposited into escrow One Hundred Thousand Dollars ($100,000) which shall be held in the Xxxx X. Xxxxxx, P.
Deposit Escrow. No later than five (5) Business Days following the Execution Date, by wire transfer of immediately available funds into an interest-bearing escrow account (the “Escrow Account”), established pursuant to the Escrow Agreement, Buyer shall deliver to the Escrow Agent a cash deposit equal to seven and one-half percent (7.5%) of the Base Purchase Price (together with any interest accrued thereon, the “Deposit”), to assure Xxxxx’s performance of its obligations under this Agreement and for certain other purposes set forth in this Agreement. The Deposit shall be held by the Escrow Agent in accordance with the Escrow Agreement. In the event there is a Closing, the Deposit shall be applied as a credit against the Purchase Price to be delivered to Seller at Closing as provided in Section 2.11(b)(iii). 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. Notwithstanding the five (5) Business Day period provided for in the first sentence of this Section 2.4, Buyer will use its best efforts to deliver the Deposit to the Escrow Agent as soon as possible following the Execution Date.
