Deposit Fund Sample Clauses
The Deposit Fund clause establishes the requirement for one party to provide a sum of money, known as a deposit, to be held as security for the performance of contractual obligations. Typically, this deposit is paid at the outset of an agreement and may be held in escrow or by the other party until certain conditions are met, such as completion of services or fulfillment of terms. The core function of this clause is to protect the receiving party against non-performance or default, ensuring there are funds available to cover potential losses or damages.
Deposit Fund. Upon termination of this Agreement, the Deposit Fund shall be disbursed as follows and in accordance with the terms and conditions of the Escrow Agreement:
(i) if this Agreement is terminated pursuant to Section 13.1(i), Section 13.1(iii) or Section 13.1(vi), the Parties agree to instruct Escrow Agent to release the entire amount of the Deposit Fund to Purchaser;
(ii) if this Agreement is terminated by Purchaser pursuant to Section 13.1(vii) on or before the Due Diligence Date, the Parties agree to instruct Escrow Agent to release one-half of the amount of the Deposit Fund to Purchaser and the balance of the Deposit Fund to Seller; and
(iii) if this Agreement is terminated pursuant to Section 13.1(ii), Section 13.1(iv) or Section 13.1(v), the Parties agree to instruct Escrow Agent to release the entire amount of the Deposit Fund to Seller.
Deposit Fund. 3 Section 3 Credits to and Value of Deposit Fund. . . . . . . . . . . . . . . 4
Deposit Fund. As of the date hereof, PDM shall cause PDM USA to deposit Five Hundred Thousand Dollars (US$500,000) with the Paying Agent ( the “Deposit”). Unless the Closing has already occurred, on each of November 30, 2006 and December 27, 2006, PDM USA shall deposit an additional Two Hundred Fifty Thousand Dollars (US$250,000) on each such date with the Paying Agent (collectively with the Deposit, the “Deposit Fund”). The Deposit Fund shall be held by the Paying Agent in accordance with the Deposit Escrow Agreement. At the Effective Time, the Paying Agent shall transfer the Deposit Fund without interest to the Exchange Fund in accordance with the Deposit Escrow Agreement. The fees and expenses of the Paying Agent shall be deducted first from the interest on the Deposit Fund and then from the Deposit Fund. At the Effective Time, the Paying Agent shall pay the remaining interest on the Deposit Fund to PDM USA. If this Agreement is terminated pursuant to Article VII, the Deposit Fund shall be paid to either NORD or PDM USA in accordance with Section 7.6.
Deposit Fund. The Issuer hereby establishes the Deposit Fund and will maintain the Deposit Fund on its books and records. At the end of any day, the balance of the Deposit Fund will be equal to: (i) the Deposit Amount, plus (ii) accrued but unpaid interest thereon, minus (iii) any amounts withdrawn to make payments to the Investor as set forth in Section 2.2. The Issuer will credit interest to the Deposit Fund on a simple interest basis at the Interest Rate. For the avoidance of doubt, the Interest Rate will be computed on the basis of a 360-day year and the actual number of days elapsed during each Interest Period, including any adjustment to the number of days in an Interest Period as a result of the related Interest Payment Date and/or the preceding Interest Payment Date being moved from a day that is not a Business Day.
Deposit Fund. (a) If this Agreement is terminated by Seller pursuant to Section 11.1(b) and Buyer is in material breach of any of its representations, warranties, covenants, or agreements set forth in this Agreement, then Seller shall have the right to keep the Deposit Fund (less any interest that has accrued to the benefit of Buyer as set forth in Section 2.3) as liquidated damages (the “Liquidated Damages Amount”). It is understood and agreed that the Liquidated Damages Amount represents Buyer’s and Seller’s reasonable estimate of actual damages and does not constitute a penalty. The procedures for release of the Deposit Fund shall be as set forth in the separate Deposit Fund Escrow Agreement.
(b) If this agreement is terminated for any reason other than Buyer’s material breach of any of its representations, warranties, covenants, or agreements set forth in this Agreement, then Buyer shall be entitled to a return of the full amount of the Deposit Fund. The procedures for release of the Deposit Fund shall be as set forth in the separate Deposit Fund Escrow Agreement. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, it is understood and agreed by the parties hereto that:
(i) Seller’s sole and exclusive remedy for any breach of this Agreement by Buyer at or prior to the Closing, including any failure of, or refusal by, Buyer to pay the Purchase Price for any reason whatsoever, shall be to terminate this Agreement pursuant to Section 11.1(b), and to seek liquidated damages as provided for in this Section 11.3(a);
(ii) none of Seller or its Affiliates shall pursue any other remedies or actions, at law or in equity, and hereby waive any and all other remedies against Buyer (and its Affiliates) in respect thereof; and
(iii) None of Buyer’s or its Member Agency’s former, current or future managers, directors, officers, or agents shall have any liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.
(c) If this Agreement is terminated pursuant to Section 11.1 hereof, then the Deposit Fund shall be released to Buyer or Seller as appropriate in accordance with the procedures set forth in the Deposit Fund Escrow Agreement.
(d) In the event of a dispute between the parties with respect to the Deposit Fund (and no other disputes pursuant to this Agreement), the dispute shall be submitted to binding arbitration in accordance with the procedures set forth in the Deposit Fund Escrow Agreement.