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.
Appears in 4 contracts
Samples: Equity Interest Purchase Agreement (American Realty Capital Trust V, Inc.), Equity Interest Purchase Agreement (American Realty Capital Healthcare Trust Inc), Equity Interest Purchase Agreement (American Realty Capital Properties, Inc.)
