Deposit; Liquidated Damages. (i) In the event that this Agreement is terminated (x) pursuant to Section 9.01(d) or (y) pursuant to Section 9.01(b)(i) as a result of the failure of Parent or Merger Sub to have obtained the proceeds of any financing required to consummate the Merger and the other Transactions or to have obtained the Gaming Approvals and at the time of such termination, (A) the other conditions set forth in Sections 8.01 and 8.02, including the Company Stockholder Approval but excluding the conditions in paragraph (b)(ii) of Section 8.02, have been satisfied or waived by the party or parties entitled to the benefits thereof and (B) Parent and Merger Sub do not have the right to terminate this Agreement pursuant to Section 9.01(e)(iv) or (v), then the Deposit Amount shall be paid to the Company by the Escrow Agent. In the event that this Agreement is terminated for any reason and the Deposit Amount, or any part thereof, is not payable to the Company pursuant to the immediately preceding sentence, then the Deposit Amount shall be returned to Parent.
Deposit; Liquidated Damages. (a) Within two (2) business days after the Effective Date, Purchaser shall deliver to [First American Title Insurance Company, 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attn: Xxxxxxx Xxxxxx] (the “Title Company”), as escrow holder, the sum of [ ] Dollars ($[ ]) (the “Deposit”), which shall be held in escrow by the Title Company in accordance with the terms of this Agreement.
Deposit; Liquidated Damages. (a) No later than the first Business Day (as hereinafter defined) after the date this Agreement is executed and delivered by all parties hereto, the Buyer shall deliver to Xxxxxxx Title Guaranty Company, as escrow agent (the "Escrow Agent"), the sum of Fifteen Million-Four Hundred-Forty Thousand U.S. Dollars (US$15,440,000) (the "Deposit"). The Deposit shall be held in escrow by the Escrow Agent in an interest-bearing account (the "Escrow Fund") subject to the Escrow Agreement substantially in the form of Exhibit C attached hereto (the "Escrow Agreement"), and, subject to the terms and conditions set forth below with respect to the termination of this Agreement, shall be delivered, together with interest earned thereon, to the Sellers at Closing (as hereinafter defined) as a credit against the Purchase Price (as hereinafter defined):
Deposit; Liquidated Damages. (a) Within two (2) business days after the Effective Date, Purchaser shall deliver to Fidelity National Title Insurance Company, 0000 Xxxxx Xxxxxx, Suite 800, Dallas, Texas 75201, Attn: Xxxxxxxx Xxxxxxx (the “Title Company”), as escrow holder, the sum of One Hundred Twenty-Five Thousand Dollars ($125,000) (the “Initial Deposit”), which shall be held in escrow by the Title Company in accordance with the terms of this Agreement. Additionally, within two (2) business days after the Due Diligence Expiration Date (as defined below), Purchaser shall deliver to the Title Company, as escrow holder, the sum of Fifty Thousand Dollars ($50,000) (the “Additional Deposit,” and together with the Initial Deposit, the “Deposit”), which shall be held in escrow by the Title Company in accordance with the terms of this Agreement.
Deposit; Liquidated Damages. (a) In the event that this Agreement is terminated, and at or prior to such time of termination either (x) there shall have been a breach by Buyer of any of the representations, warranties, agreements or covenants set forth in this Agreement (including the exhibits and schedules hereto) that has not been cured within any applicable cure period, or (y) on the Outside Date, Buyer shall not have obtained the proceeds of the Financing or shall not have obtained the Buyer Licenses (including the Gaming Approvals), then, in each case, the Deposit (and any interest thereon) will be delivered to Seller by the Escrow Agent. In the event that this Agreement is terminated for any other reason, the Deposit (and any interest thereon, but less the Escrow Agent's fees and expenses) will be returned to Buyer.
Deposit; Liquidated Damages. (a) No later than the first Business Day (as hereinafter defined) after the date this Agreement is executed and delivered by all parties hereto, the Buyer shall deliver to Stewart Title Guaranty Xxxxxxx, as escrow agent (the "Escrow Agent"), (the "Deposit"). The Deposit shall be held in escrow by the Escrow Agent in an interest-bearing account (the "Escrow Fund") subject to the Escrow Agreement substantially in the form of Exhibit C attached hereto (the "Escrow Agreement"), and, subject to the terms and conditions set forth below with respect to the termination of this Agreement, shall be delivered, together with interest earned thereon, to the Sellers at Closing (as hereinafter defined) as a credit against the Purchase Price (as hereinafter defined):
Deposit; Liquidated Damages. The parties agree that the injury which would be caused to USG and the Holders on account of such termination would be difficult or impossible to determine. They desire to provide a means to compensate USG and the Holders for such damage and they have concluded that the Escrow Deposit is a reasonable pre-estimate of the probable loss. Thus, if this Agreement is terminated other than in accordance with Section 9.01(A) or 9.01(C), USG shall be entitled to be paid the Escrow Deposit, which, together with the other amounts described in Section 1.06 hereof, shall be the sole remedy of USG and the Holders in connection with the termination of this Agreement. Neither USG nor any Holder shall have any liability to Leisure or Acquisition Sub or any of their affiliates, officers, directors, shareholders or employees upon the termination of this Agreement.
Deposit; Liquidated Damages. 10.16 Lease/Option on Real Property................................ 10.17
Deposit; Liquidated Damages. Upon the earlier of, signing this Agreement or THI's funding the Home Meal Replacement Project , THI shall have delivered a deposit of One Hundred Eighty Thousand Dollars ($180,000)[the "Initial Deposit"] to Banner's attorney, as listed in Section 13.6 ("Banner's Attorney"), representing an irrevocable, non-refundable deposit under this Agreement. If the transaction contemplated by this Agreement does not Close by June 30, 1998, the Initial Deposit shall be paid to Banner; provided however, THI shall be entitled to extend the Closing until July 15, 1998, upon the payment and receipt by June 30, 1998, of an additional irrevocable, non- refundable deposit of One Hundred Thousand Dollars ($100,000)[the "Second Deposit", the Initial Deposit and the Second Deposit are collectively referred to as the "Deposit"] to Banner's Attorney. If the Closing takes place the Deposit shall be applied to the Purchase Price due under Section 3.1. If the Closing does not take place by close of business on July 15, 1998,(or July 31, 1998, in the event that the deadline is extended as permitted below) the entire Deposit shall be paid to Banner and the parties shall have no further obligations hereunder except for the return of information. The only exception to the deadline set forth above is where THI fails to Close by reason of a delay in the bank financing. In that case, THI may furnish a letter of assurance from the bank stating that financing is forthcoming and the delay is due solely to bank procedures. If THI provides such letter to Banner, the deadline for Closing will be extended from July 15, 1998, to a date by which the bank estimates financing will be completed; however, such date shall be no later than July 31, 1998.
Deposit; Liquidated Damages. Upon the execution of this Agreement, Buyers shall deliver to Sellers a cash deposit in the amount $2,000,000 (the "DEPOSIT"). The Deposit shall bear interest at the rate of 10% per annum until the Closing. At the Closing, the Deposit plus any accrued interest thereon shall be credited against the amounts described in Sections 2.1 and 2.2 (collectively, the "PURCHASE PRICE"). If this Agreement is terminated for reasons other than a default by Buyers, the Deposit plus accrued interest shall be returned to Buyers; provided, however, that if the Agreement is terminated because of SPC's failure to obtain the consent of its senior lenders to its revolving credit facility by no later than August 21,1998, then Sellers shall be entitled to retain $500,000 of the Deposit and the remainder of the Deposit will be promptly returned to Buyers. IF THE SALE IS NOT CONSUMMATED AS A RESULT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERS, THE DEPOSIT AND ACCRUED INTEREST SHALL BE RETAINED BY SELLERS AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLERS' ACTUAL DAMAGES, IN THE EVENT OF A FAILURE OF BUYERS TO CLOSE THE PURCHASE OF THE PURCHASED PROPERTIES, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT PLUS ACCRUED INTEREST HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLERS' DAMAGES AND AS SELLERS' EXCLUSIVE REMEDY AGAINST BUYERS, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PURCHASED PROPERTIES IS NOT CONSUMMATED AS A RESULT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERS.
