Deposit Instructions. The Escrow Agent joins herein below to evidence its agreement to hold such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent.
(a) The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence.
(b) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence.
(c) The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow.
(d) In the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute.
(e) The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest earned thereon shall be added to the funds deposited by Buyer.
Deposit Instructions. Escrow Agent shall deposit the Exxxxxx Money (or any portion thereof) into an account selected by the Escrow Agent and approved by Purchaser; all interest accrued on the Exxxxxx Money shall be for the account of whichever party becomes entitled to the Exxxxxx Money under any provision of this Agreement, whether or not the provision specifically refers to interest on the Exxxxxx Money. The Exxxxxx Money shall be held by Escrow Agent for the benefit of the parties hereto pursuant to the provisions of Section 24 of this Agreement.
Deposit Instructions. The Escrow Agent joins herein below to evidence its agreement to hold such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent.
Deposit Instructions. If the Closing shall occur, on the Closing Date, Sellers and Purchaser shall jointly instruct the Deposit Escrow Agent to deliver the Deposit Amount, by wire transfer of immediately available funds, to an account of Sellers as set forth in the Deposit Escrow Agreement (and such Deposit Amount shall be applied toward the payment of the Purchase Price).
Deposit Instructions. At the Closing, Seller and Purchaser shall jointly instruct the Escrow Agent to deliver the Deposit by wire transfer of immediately available funds, to an account designated by Seller and the full amount of the Deposit at Closing shall be applied towards the payment of the Purchase Price as a credit in favor of Purchaser.
Deposit Instructions. Make a check payable to "Equisource Hotel Fund I, LLP Escrow Account." Return your payment by check to:
Deposit Instructions. The Deposit shall be held by Escrow Agent in accordance with this Section 2.4, and, once made, shall be non-refundable in all instances except (a) if Buyer fails to deliver its Approval Notice on or before the end of the Due Diligence Period in accordance with the terms and conditions of Section 3.7; (b) if the Closing fails to occur solely as a result of a default by Seller hereunder which would give to Buyer the right to terminate this Agreement and which is not cured within all applicable notice and cure periods; (c) if the Closing fails by reason of failure of a condition precedent to Buyer’s obligation to purchase the Property; and (d) as expressly stated otherwise in this Agreement. Upon occurrence of (a) through (d) immediately foregoing, the Independent Consideration shall nevertheless be retained by Seller. Interest earned on the Deposit shall be considered part of the Deposit and shall be deemed to have been earned by, and constitute income of, Buyer. Escrow Agent shall invest the Deposit in accounts that are federally insured, or which invest solely in government securities and shall apply the Deposit strictly in accordance with the terms of this Agreement. If the Deposit is returned to Buyer at any time hereunder other than in the event of a default by Seller, then Escrow Agent shall retain from the Deposit fifty percent (50%) of the escrow fees charged by Escrow Agent for performing its services hereunder, and Seller shall nevertheless retain the Independent Consideration.
Deposit Instructions. The Escrow Agent joins herein below to evidence its agreement to hold such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (a) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (b) identity or authority of any person executing such instruction notice or evidence. The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. In the event of a dispute between the parties hereto with respect to the disposition of the Deposit and all other amounts held in escrow, the Escrow Agent shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. The Escrow Agent shall invest the amount in escrow in accounts which are federally insured, maintained at a financial institution approved by Seller and Buyer, invested solely in United States Treasury Securities or other government securities which are satisfactory to Seller and Buyer, and applied in accordance with the terms of this Agreement.
Deposit Instructions. 1 Shall be a Business Day at least three Business Days after the date hereof, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time). Borrower directs that $_______ of the Proposed Borrowing be deposited into its checking account maintained with the Lender. Such Loan proceeds will be disbursed as per further wire instructions from Borrower. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:
(A) the representations and warranties contained in the Credit Agreement and in the other Credit Documents are and will be true and correct in all material respects, before and after giving effect to the Proposed Borrowing and to the application of the proceeds thereof, as though made on such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and
(B) no Default or Event of Default has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds thereof. Very truly yours, HOKU CORPORATION By:_________________________ Name: Title: By:_________________________ Name: Title: $19,000,000.00 February 4, 2011 FOR VALUE RECEIVED, the undersigned, Hoku Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of CITIC Bank International Limited, New York Branch (the "Bank"), at its Office located at 000 Xxxx Xxxxxx, 00/X, Xxx Xxxx, Xxx Xxxx 00000 in lawful money of the United States and in immediately available funds, the principal amount of Nineteen Million Dollars ($19,000,000.00) or the aggregate unpaid principal amount of all Obligations and Loans of the Borrower with the Bank, whichever principal amount is less, on the Maturity Date, and to pay interest (computed on the basis of a year of 360 days for the actual number of days elapsed) from the date of this Note on the unpaid principal amount of this Note, in like money, at said Bank, at a rate per annum equal to two and one-half percent (2.5%) above the LIBOR Rate, payable as provided in the Term Loan Credit Agreement between the Bank and the Borrower dated as of the date hereof (the "Credit Agreement") and at maturity. Any amount of principal hereof which is not paid when due, whether at stated maturity, by acceleration, or ot...
Deposit Instructions. Each Party shall provide to Escrow Holder a completed W-9 Form and Escrow Holder's form of deposit instructions as necessary for the investment and/or disbursement of any Escrowed Funds.
