Common use of Deposit; Payment on Closing Clause in Contracts

Deposit; Payment on Closing. (a) No later than the 5:00 P.M. New York time on the date hereof, Buyer shall deposit One Hundred Million Dollars ($100,000,000) with the Deposit Escrow Agent (together with all interest and earnings thereon, the “Deposit”) by wire transfer of immediately available funds. The Deposit shall be allocated on a pro rata basis among the Real Properties in accordance with the Property Allocations. The Deposit shall be held in a segregated interest-bearing account in accordance with the provisions of a deposit escrow agreement, substantially in the form of Exhibit A (the “Deposit Escrow Agreement”). At each Closing, a portion of the Deposit shall be disbursed to Seller, pro rata, in accordance with the Property Allocations of the Real Properties being transferred to Buyer at such Closing, and such disbursement shall be applied against the Closing Cash Payment to be paid to Seller at such Closing; provided, that in no event shall the aggregate amount of the Deposit to be disbursed to Seller at the First Closing and the Second Closing exceed Forty Million Dollars ($40,000,000); provided further that if, as of the Third Closing, the then-remaining Deposit exceeds the Closing Cash Payment to be paid at the Third Closing, then the Deposit Escrow Agent shall only disburse to Seller a portion of the then-remaining Deposit in an amount equal to the Closing Cash Payment to be paid at the Third Closing, and any excess of the then-remaining Deposit thereover shall be disbursed to Buyer at the Third Closing. If any Closing does not occur or if this Agreement otherwise terminates, the then-remaining Deposit shall be disbursed as provided in Section 9.2. (b) On each Closing Date, Buyer shall deliver to the Deposit Escrow Agent, by wire transfer of immediately available funds the Closing Cash Payment applicable to such Closing (less the applicable portion of the Deposit), without withholdings of any kind. Without limiting the foregoing, but in furtherance thereof, Buyer and Seller hereby agree that on each Closing Date, the Deposit Escrow Agent shall be instructed to disburse the Closing Cash Payment applicable thereto in accordance with a Closing Statement approved by Buyer and Seller in accordance with Section 2.4 and prepared consistent with the terms of this Agreement. Seller and Buyer agree that a portion of each Closing Cash Payment shall be used to pay the Lenders in respect of the Prepaid Existing Loans (if any) to be prepaid or defeased at such Closing, in such amounts as are necessary to fully prepay or defease each such Prepaid Existing Loan, thereby causing (i) each such Prepaid Existing Loan to terminate as of, and cease to be in effect from and after, such Closing and (ii) Seller and its Affiliates to be released (in form and substance reasonably satisfactory to Seller or such Affiliates) from any guaranty or other obligation or liability of any kind whatsoever arising in connection with the applicable Prepaid Existing Loan, whether arising before, on or after such Closing Date.

Deposit; Payment on Closing. (a) No later than the 5:00 P.M. New York time on first (1st) Business Day following the date hereof, Buyer Buyers shall deposit One Hundred Fifty Million Dollars ($100,000,000) 50,000,000.00 with the Deposit Escrow Agent (together with all interest and earnings thereon, the “Deposit”) by wire transfer of immediately available funds. The Deposit shall be allocated on a pro rata basis among the Real Properties in accordance with the Property Allocations). The Deposit shall be held in a segregated interest-bearing account in accordance with the provisions of a deposit escrow agreement, substantially in the form of Exhibit A (the “Deposit Escrow Agreement”). At each ClosingIf the Closing occurs, a portion of the Deposit shall be disbursed to Seller, pro rata, in accordance with Parent at the Property Allocations of the Real Properties being transferred to Buyer at such Closing, Closing and such disbursement shall be applied against the Closing Cash Payment to be paid to Seller at such Closing; providedConsideration. For the avoidance of doubt, that except in no event shall accordance with the aggregate amount express provisions of this Agreement and the Deposit to be disbursed to Seller at the First Closing and the Second Closing exceed Forty Million Dollars ($40,000,000); provided further that if, as of the Third ClosingEscrow Agreement, the then-remaining Deposit exceeds the Closing Cash Payment to shall be paid at the Third Closing, then held by the Deposit Escrow Agent and shall only disburse to Seller a portion of not be released by the then-remaining Deposit in an amount equal to Escrow Agent unless and until the Closing Cash Payment to be paid at occurs. Notwithstanding the Third Closingforegoing, and any excess of if the then-remaining Deposit thereover shall be disbursed to Buyer at the Third Closing. If any Closing does not occur or if this Agreement otherwise terminates, the then-remaining Deposit shall be disbursed as provided in Section 9.2. (b) On each No later than 4:00 P.M. New York City time on the Business Day immediately prior to the Closing Date, Buyer Buyers shall deliver to the Deposit Escrow Agent, by wire transfer of immediately available funds that portion of the Closing Cash Payment applicable to such Closing Consideration (less the applicable portion of the Deposit), without withholdings of any kind) necessary to defease any Prepaid Existing Loans that Parent desires to defease at the Closing (such amount the “Defeasance Amount”), which Defeasance Amount shall be notified by Parent to Buyers on the Business Day immediately prior to the Closing Date and shall be held in escrow by the Deposit Escrow Agent, pending its release on the Closing Date in accordance with this Section 2.3(b). On the Closing Date, Buyers shall deliver to the Deposit Escrow Agent, by wire transfer of immediately available funds, the Closing Cash Consideration (less the Deposit and the Defeasance Amount), without witholdings of any kind, to be disbursed by the Escrow Agent in accordance with this Section 2.3. Without limiting the foregoing, but in furtherance thereof, Buyer Buyers and Seller Parent hereby agree that on each the Closing DateDate (so long as all of the conditions to the obligations of the Parties to consummate the Closing as set forth in Article VII have been satisfied or waived as of such date (other than conditions with respect to actions the Parties shall take at the Closing itself or which, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction of such conditions at the Closing)), the Deposit Escrow Agent shall be instructed to disburse the Closing Cash Payment applicable thereto Consideration in accordance with a the Closing Statement approved by Buyer Buyers and Seller Parent in accordance with Section 2.4 and prepared consistent with the terms of this Agreement. Seller Parent and Buyer Buyers agree that a portion of each the Closing Cash Payment Consideration shall be used to pay the Lenders in respect of the Prepaid Existing Loans (if any) and after giving effect to be prepaid the allocation between Buyers and Parent of any costs or defeased at other expenses related to such Closingprepayment or defeasance pursuant to Section 2.8), in such amounts as are necessary to fully prepay or defease each such Prepaid Existing Loan, thereby causing (i) each such Prepaid Existing Loan to terminate as of, and cease to be in effect from and after, the Closing (unless defeased in which case such Closing and (ii) Seller and its Affiliates to be released (in form and substance reasonably satisfactory to Seller or such Affiliates) from any guaranty or other obligation or liability of any kind whatsoever arising in connection with the applicable Prepaid Existing Loan, whether arising before, on or Loan will remain outstanding and be assumed by a successor borrower from and after such Closing Datethe Closing).

Deposit; Payment on Closing. (a) No later than the 5:00 P.M. New York time on second (2nd) Business Day following the date hereof, the Buyer shall deposit One Hundred Million Dollars ($100,000,000) 9,525,000 with the Deposit Escrow Agent (together with all interest and earnings thereonthereon and as the same may be increased pursuant to Section 10.1(c), the “Deposit”) by wire transfer of immediately available funds. The Deposit shall be allocated on a pro rata basis among the Real Properties in accordance with the Property Allocations). The Deposit shall be held in a segregated interest-bearing account in accordance with the provisions of a deposit escrow agreement, substantially in the form of Exhibit A (the “Deposit Escrow Agreement”). At each ClosingIf the Closing occurs, a portion of the Deposit shall be disbursed to Seller, pro rata, in accordance with the Property Allocations of Seller at the Real Properties being transferred to Buyer at such Closing, Closing and such disbursement shall be applied against the Closing Cash Payment to be paid to Seller at such Closing; providedConsideration in accordance with the joint written instructions executed by the parties. For the avoidance of doubt, that except in no event shall accordance with the aggregate amount express provisions of the Deposit to be disbursed to Seller at the First Closing this Agreement and the Second Closing exceed Forty Million Dollars ($40,000,000); provided further that if, as of the Third Closing, the then-remaining Deposit exceeds the Closing Cash Payment to be paid at the Third Closing, then the Deposit Escrow Agreement, the Deposit shall be held by the Escrow Agent and shall only disburse to Seller a portion of not be released by the then-remaining Deposit in an amount equal to Escrow Agent unless and until the Closing Cash Payment to be paid at occurs. Notwithstanding the Third Closingforegoing, and any excess of if the then-remaining Deposit thereover shall be disbursed to Buyer at the Third Closing. If any Closing does not occur or if this Agreement otherwise terminates, the then-remaining Deposit shall be disbursed as provided in Section 9.2this Agreement. (b) On each the Closing Date, the Buyer shall deliver to the Deposit Escrow Agent, by wire transfer of immediately available funds funds, the Closing Cash Payment applicable to such Closing Consideration, less (less the applicable portion of i) the Deposit, (ii) amounts withheld pursuant to Section 3.8, to be disbursed by the Escrow Agent in accordance with this Section 3.2 and (iii) an amount, if any, by which the cost of prepaying the Existing Loans exceeds the amount calculated pursuant to the methodology forth on Schedule 3.2(b), without withholdings of any kind. Without limiting the foregoing, but in furtherance thereof, the Buyer and the Seller hereby agree that on each the Closing Date, the Deposit Escrow Agent shall be instructed pursuant to a customary closing escrow instruction letter to disburse the Closing Cash Payment applicable thereto such amounts in accordance with a the Closing Statement approved by the Buyer and the Seller in accordance with Section 2.4 3.3 and prepared consistent with the terms of this Agreement. Seller and Buyer agree , which shall provide, among other things, that a portion of each Closing Cash Payment the Indemnification Escrow Amount shall be used to pay retained by the Lenders Escrow Agent in respect of the Prepaid Existing Loans (if any) to be prepaid or defeased at such Closing, in such amounts as are necessary to fully prepay or defease each such Prepaid Existing Loan, thereby causing (i) each such Prepaid Existing Loan to terminate as of, and cease to be in effect from and after, such Closing and (ii) Seller and its Affiliates to be released (in form and substance reasonably satisfactory to Seller or such Affiliates) from any guaranty or other obligation or liability of any kind whatsoever arising in connection accordance with the applicable Prepaid Existing Loan, whether arising before, on or after such Closing Dateterms of this Agreement and the Indemnification Escrow Agreement.

Deposit; Payment on Closing. (a) No later than Prior to the 5:00 P.M. New York time on the date hereofClosing, Buyer shall deposit One Hundred Million Dollars deposited (i) $100,000,000) 2,700,000 in the aggregate with the Deposit Escrow Agent and (ii) $500,000 in the aggregate with Madison (together with all interest and earnings thereon, the “Deposit”) by wire transfer of immediately available funds). The Deposit shall be allocated on a pro rata basis among Escrow Agent and Madison held the Real Properties Deposit in accordance with the Property Allocations. The Deposit shall be held in a segregated interest-bearing account in accordance with accounts, and, pursuant to the provisions of a deposit escrow agreementParties’ instructions, substantially in released the form of Exhibit A (Deposit to Seller prior to the “Deposit Escrow Agreement”)Closing. At each the Closing, a portion of the Deposit shall be disbursed to Seller, pro rata, in accordance with the Property Allocations of the Real Properties being transferred to Buyer at such Closing, and such disbursement shall be applied against the Closing Cash Payment to be paid to Seller at such Closing; provided, that in no event shall the aggregate amount of the Deposit to be disbursed to Seller at the First Closing and the Second Closing exceed Forty Million Dollars ($40,000,000); provided further that if, as of the Third Closing, the then-remaining Deposit exceeds the Closing Cash Payment to be paid at the Third Closing, then the Deposit Escrow Agent shall only disburse to Seller a portion of the then-remaining Deposit in an amount equal to the Closing Cash Payment to be paid at the Third Closing, and any excess of the then-remaining Deposit thereover shall be disbursed to Buyer at the Third Closing. If any Closing does not occur or if this Agreement otherwise terminates, the then-remaining Deposit shall be disbursed as provided in Section 9.2Final Purchase Price. (b) On each the Closing Date, Buyer shall deliver to the Deposit Escrow Agent, by wire transfer of immediately available funds funds, the Closing Cash Payment applicable to such Closing Final Purchase Price (less the applicable portion of the Deposit), without withholdings of any kind. Without limiting the foregoing, but in furtherance thereof, Buyer and Seller hereby agree that on each the Closing Date, the Deposit Escrow Agent shall be instructed to disburse the Closing Cash Payment applicable thereto Final Purchase Price in accordance with a Closing Statement approved by Buyer and Seller in accordance with Section 2.4 and prepared consistent with the terms of this Agreement. Seller and Buyer agree that a portion of each Closing Cash Payment shall the Final Purchase Price may be used to pay the Lenders in respect of all the Prepaid Existing Loans (if any) to be prepaid or defeased at the Closing (and after giving effect to the allocation between Buyer and Seller of any costs or other expenses related to such Closingprepayment or defeasance pursuant to Section 2.8), in such amounts as are necessary to fully prepay or defease each such Prepaid Existing Loan, thereby causing (i) each such Prepaid Existing Loan to terminate as of, and cease to be in effect from and after, the Closing (unless such Closing and (ii) Seller and its Affiliates to be released (Existing Loan is defeased, in form and substance reasonably satisfactory to Seller or such Affiliates) from any guaranty or other obligation or liability of any kind whatsoever arising in connection with which case the applicable Prepaid Hotel and related Hotel assets will be unconditionally released from the Liens securing such Existing LoanLoan but such Existing Loan will remain outstanding from and after the Closing as an obligation of Parent, whether arising beforeone or more Selling Subsidiaries or one or more successor borrowers, on or after such Closing Dateas determined by Parent and the applicable Selling Subsidiaries).

Deposit; Payment on Closing. (a) No later than the 5:00 P.M. New York time on second (2nd) Business Day following the date hereof, the Buyer shall deposit One Hundred Million Dollars ($100,000,000) 5,837,500 with the Deposit Escrow Agent (together with all interest and earnings thereonthereon and as the same may be increased pursuant to Section 10.1(c), the “Deposit”) by wire transfer of immediately available funds. The Deposit shall be allocated on a pro rata basis among the Real Properties in accordance with the Property Allocations). The Deposit shall be held in a segregated interest-bearing account in accordance with the provisions of a deposit escrow agreement, substantially in the form of Exhibit A (the “Deposit Escrow Agreement”). At each ClosingIf the Closing occurs, a portion of the Deposit shall be disbursed to Seller, pro rata, in accordance with the Property Allocations of Seller at the Real Properties being transferred to Buyer at such Closing, Closing and such disbursement shall be applied against the Closing Cash Payment to be paid to Seller at such Closing; providedConsideration in accordance with the joint written instructions executed by the parties. For the avoidance of doubt, that except in no event shall accordance with the aggregate amount express provisions of the Deposit to be disbursed to Seller at the First Closing this Agreement and the Second Closing exceed Forty Million Dollars ($40,000,000); provided further that if, as of the Third Closing, the then-remaining Deposit exceeds the Closing Cash Payment to be paid at the Third Closing, then the Deposit Escrow Agreement, the Deposit shall be held by the Escrow Agent and shall only disburse to Seller a portion of not be released by the then-remaining Deposit in an amount equal to Escrow Agent unless and until the Closing Cash Payment to be paid at occurs. Notwithstanding the Third Closingforegoing, and any excess of if the then-remaining Deposit thereover shall be disbursed to Buyer at the Third Closing. If any Closing does not occur or if this Agreement otherwise terminates, the then-remaining Deposit shall be disbursed as provided in Section 9.2this Agreement. (b) On each the Closing Date, the Buyer shall deliver to the Deposit Escrow Agent, by wire transfer of immediately available funds funds, the Closing Cash Payment applicable to such Closing Consideration, less (less the applicable portion of i) the Deposit, (ii) amounts withheld pursuant to Section 3.8, to be disbursed by the Escrow Agent in accordance with this Section 3.2 and (iii) an amount, if any, by which the cost of prepaying the Existing Loans exceeds the amount calculated pursuant to the methodology forth on Schedule 3.2(b), without withholdings of any kind. Without limiting the foregoing, but in furtherance thereof, the Buyer and the Seller hereby agree that on each the Closing Date, the Deposit Escrow Agent shall be instructed pursuant to a customary closing escrow instruction letter to disburse the Closing Cash Payment applicable thereto such amounts in accordance with a the Closing Statement approved by the Buyer and the Seller in accordance with Section 2.4 3.3 and prepared consistent with the terms of this Agreement. Seller and Buyer agree , which shall provide, among other things, that a portion of each Closing Cash Payment the Indemnification Escrow Amount shall be used to pay retained by the Lenders Escrow Agent in respect of the Prepaid Existing Loans (if any) to be prepaid or defeased at such Closing, in such amounts as are necessary to fully prepay or defease each such Prepaid Existing Loan, thereby causing (i) each such Prepaid Existing Loan to terminate as of, and cease to be in effect from and after, such Closing and (ii) Seller and its Affiliates to be released (in form and substance reasonably satisfactory to Seller or such Affiliates) from any guaranty or other obligation or liability of any kind whatsoever arising in connection accordance with the applicable Prepaid Existing Loan, whether arising before, on or after such Closing Dateterms of this Agreement and the Indemnification Escrow Agreement.

Deposit; Payment on Closing. (a) No later than the 5:00 P.M. New York time on second (2nd) Business Day following the date hereof, the Buyer shall deposit One Hundred Million Dollars ($100,000,000) 4,387,500 with the Deposit Escrow Agent (together with all interest and earnings thereonthereon and as the same may be increased pursuant to Section 10.1(c), the “Deposit”) by wire transfer of immediately available funds. The Deposit shall be allocated on a pro rata basis among the Real Properties in accordance with the Property Allocations). The Deposit shall be held in a segregated interest-bearing account in accordance with the provisions of a deposit escrow agreement, substantially in the form of Exhibit A (the “Deposit Escrow Agreement”). At each ClosingIf the Closing occurs, a portion of the Deposit shall be disbursed to Seller, pro rata, in accordance with the Property Allocations of Sellers at the Real Properties being transferred to Buyer at such Closing, Closing and such disbursement shall be applied against the Closing Cash Payment to be paid to Seller at such Closing; providedConsideration in accordance with the joint written instructions executed by the parties. For the avoidance of doubt, that except in no event shall accordance with the aggregate amount express provisions of the Deposit to be disbursed to Seller at the First Closing this Agreement and the Second Closing exceed Forty Million Dollars ($40,000,000); provided further that if, as of the Third Closing, the then-remaining Deposit exceeds the Closing Cash Payment to be paid at the Third Closing, then the Deposit Escrow Agreement, the Deposit shall be held by the Escrow Agent and shall only disburse to Seller a portion of not be released by the then-remaining Deposit in an amount equal to Escrow Agent unless and until the Closing Cash Payment to be paid at occurs. Notwithstanding the Third Closingforegoing, and any excess of if the then-remaining Deposit thereover shall be disbursed to Buyer at the Third Closing. If any Closing does not occur or if this Agreement otherwise terminates, the then-remaining Deposit shall be disbursed as provided in Section 9.2this Agreement. (b) On each the Closing Date, the Buyer shall deliver to the Deposit Escrow Agent, by wire transfer of immediately available funds funds, the Closing Cash Payment applicable to such Closing Consideration, less (less the applicable portion of i) the Deposit, (ii) amounts withheld pursuant to Section 3.8, to be disbursed by the Escrow Agent in accordance with this Section 3.2 and (iii) an amount, if any, by which the cost of prepaying the Existing Loans exceeds the amount calculated pursuant to the methodology forth on Schedule 3.2(b), without withholdings of any kind. Without limiting the foregoing, but in furtherance thereof, the Buyer and Seller the Sellers hereby agree that on each the Closing Date, the Deposit Escrow Agent shall be instructed pursuant to disburse a customary closing escrow instruction letter to retain the Closing Cash Payment applicable thereto Indemnification Escrow Amount in accordance with a this Agreement and the Indemnification Escrow Agreement and disburse to each Seller such Seller’s allocable portion of the remaining Closing Statement approved by Buyer and Seller Cash Consideration in accordance with Section 2.4 and prepared consistent with the terms of this Agreement. Seller and Buyer agree that a portion of each Closing Cash Payment shall be used to pay the Lenders in respect of the Prepaid Existing Loans (if any) to be prepaid or defeased at such Closing, in such amounts as are necessary to fully prepay or defease each such Prepaid Existing Loan, thereby causing (i) each such Prepaid Existing Loan to terminate as of, and cease to be in effect from and after, such Closing and (ii) Seller and its Affiliates to be released (in form and substance reasonably satisfactory to Seller or such Affiliates) from any guaranty or other obligation or liability of any kind whatsoever arising in connection with the applicable Prepaid Existing Loan, whether arising before, on or after such Closing DateStatement.