Common use of Deposit Provisions Clause in Contracts

Deposit Provisions. 4.1 Upon the Closing, Escrowee is authorized and directed to pay the Deposit to Seller (or as Seller may direct). 4.2 In the event Purchaser should default under this Contract, or in the event that Purchaser terminates this Contract pursuant to Article 12 herein, Escrowee shall pay the Deposit to Seller, who shall retain the Deposit in accordance with Section 10.1 below. 4.3 In the event this Contract is terminated by reason other than Purchaser’s default, or Purchaser’s termination pursuant to Article 12 herein, Escrowee shall pay the Deposit to Purchaser. 4.4 Escrowee shall invest and reinvest the proceeds of the Deposit, and any interest earned thereon, in United States Government Treasury Bills or Certificate(s) of Deposit or bank money market account(s) as Seller shall direct. The party entitled to receive the interest earned on the Deposit shall pay all income taxes owed in connection therewith. The employer identification numbers of Seller and Purchaser are respectively set forth on the signature page hereof. 4.5 Escrowee, by signing this Contract at the end hereof where indicated, signifies its agreement to hold the Deposit for the purposes as provided in this Contract. In the event of any dispute, Escrowee shall have the right to deposit the Deposit in court to await the resolution of such dispute. Escrowee shall not incur any liability by reason of any action or non-action taken by it in good faith or pursuant to the judgment or order of a court of competent jurisdiction. Escrowee shall have the right to rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Escrowee purporting to be signed by any party hereto, and upon the truth of the contents thereof. 4.6 Except as otherwise provided for in Section 4.1, Escrowee shall not pay or deliver the Deposit to any party unless written demand is made therefor and a copy of such written demand is delivered to the other party. If Escrowee does not receive a written objection from the other party to the proposed payment or delivery within five (5) Business Days after such demand is served by personal delivery on such party, Escrowee is hereby authorized and directed to make such payment or delivery. If Escrowee does receive such written objection within such five (5) Business Day period or if for any other reason Escrowee in good faith shall elect not to make such payment or delivery, Escrowee shall forward a copy of the objections, if any, to the other party or parties, and continue to hold the Deposit unless otherwise directed by written instructions from the parties to this Contract or by a judgment of a court of competent jurisdiction. In any event, Escrowee shall have the right to refrain from taking any further action with respect to the subject matter of the escrow until it is reasonably satisfied that such dispute is resolved or action by Escrowee is required by an order or judgment of a court of competent jurisdiction. 4.7 Escrowee is acting solely as a stakeholder and depository, and is not responsible or liable in any manner whatsoever for the identity or authority of any person depositing the Deposit with Escrowee. Purchaser and Seller agree to jointly and severally indemnify Escrowee from and against any loss, cost, damage, expense and attorneys’ fees arising out of this Article 4, other than any loss, cost, damage, expense or attorneys’ fees resulting from Escrowee’s own negligence or misconduct. Escrowee shall be entitled to consult with counsel in connection with its duties hereunder. Seller and Purchaser, jointly and severally, agree to reimburse Escrowee, upon demand, for the reasonable costs and expenses including attorneys’ fees incurred by Escrowee in connection with its acting in its capacity as Escrowee. In the event of litigation relating to the subject matter of the escrow, whichever of Seller or Purchaser is not the prevailing party shall reimburse the prevailing party for any costs and fees paid by the prevailing party or paid from the escrowed funds to Escrowee.

Deposit Provisions. 4.1 Upon the Closing, Escrowee is authorized and directed to pay deliver the Deposit to Seller (or as Seller may direct)WWP Holdings, which Deposit shall be deemed to be a portion of the Investor Capital Contribution and WWP Holdings thereupon shall immediately distribute same to WWP Sponsor, subject to Paragraph 4.6 below. 4.2 In Subject to Section 4.6, in the event Purchaser Investor should default under this Contract, or in the event that Purchaser terminates this Contract pursuant to Article 12 hereinAgreement, Escrowee shall pay the Deposit to SellerWWP Sponsor, who shall retain the Deposit in accordance with Section 10.1 9.2 below. 4.3 In Subject to Section 4.6, in the event this Contract Agreement is terminated by reason other than PurchaserInvestor’s default, or Purchaser’s termination pursuant to Article 12 herein, Escrowee shall pay the Deposit to PurchaserInvestor. 4.4 Upon Escrowee’s receipt of the Deposit as provided in Article 3 together with executed W-9 Form from Investor, Escrowee shall invest and reinvest deposit the proceeds of the Deposit, and any interest earned thereon, Deposit in United States Government Treasury Bills or Certificate(s) of Deposit or a segregated bank money market account(s) account at JPMorgan Chase, N.A. or in direct obligations of, or obligations, the principal of and interest on which are unconditionally guaranteed by, the United States of America, or any agency or instrumentality thereof, as Seller WWP Sponsor shall direct. Escrowee shall not be liable or responsible in the event of failure, insolvency, or inability of the depositary to pay said funds or for any failure, refusal or inability of the depository into which the Deposit is deposited to pay the Deposit at Escrowee’s direction, or for levies by taxing authorities based upon the taxpayer identification number used to establish this interest bearing account. The party entitled to receive the interest earned on the Deposit shall pay all income taxes owed in connection therewith. The employer identification numbers of Seller WWP Sponsor and Purchaser Investor are respectively set forth on the signature page hereof. 4.5 Escrowee, by signing this Contract Agreement at the end hereof where indicated, signifies its agreement to hold the Deposit for the purposes as provided in this ContractAgreement. In the event of any dispute, Escrowee shall have the right to deposit the Deposit in court to await the resolution of such dispute. Escrowee shall not incur any liability by reason of any action or non-action taken by it in good faith or pursuant to the judgment or order of a court of competent jurisdiction. Escrowee shall have the right to rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Escrowee purporting to be signed by any party hereto, and upon the truth of the contents thereof. Escrowee shall not receive any escrow fee for its services hereunder. Escrowee shall be automatically released from all responsibility and liability under this Agreement upon Escrowee’s delivery or deposit of the Deposit in accordance with the provisions of this Agreement. 4.6 Except as otherwise provided for in Section 4.1, Escrowee shall not pay or deliver the Deposit to any party unless written demand is made therefor and a copy of such written demand is delivered to the other party. If Escrowee does not receive a written objection from the other party to the proposed payment or delivery within five (5) Business Days after such demand is served by personal delivery on delivered to such party, Escrowee is hereby authorized and directed to make such payment or delivery. If Escrowee does receive such written objection within such five (5) Business Day period or if for any other reason Escrowee in good faith shall elect not to make such payment or delivery, Escrowee shall forward a copy of the objections, if any, to the other party or parties, and continue to hold the Deposit unless otherwise directed by written instructions from the parties to this Contract Agreement or by a judgment of a court of competent jurisdiction. In any event, Escrowee shall have the right to refrain from taking any further action with respect to the subject matter of the escrow until it is reasonably satisfied that such dispute is resolved or action by Escrowee is required by an order or judgment of a court of competent jurisdiction. WWP Sponsor and Investor hereby severally indemnify and save Escrowee harmless from and against one–half (1/2) of any and all loss, damage, claim, expense or liability of any kind and nature (including, without limitation, attorneys’ fees and costs, whether paid to retained attorneys or amounts representing the fair value of legal services rendered to or for itself) which may be incurred by Escrowee by reason of its acceptance of, and its performance under, this Agreement, except as to Escrowee’s gross negligence or willful misconduct. 4.7 Escrowee is acting solely as a stakeholder and depository, and is not responsible or liable in any manner whatsoever for the identity or authority of any person depositing the Deposit with Escrowee. Purchaser and Seller agree to jointly and severally indemnify Escrowee from and against any loss, cost, damage, expense and attorneys’ fees arising out of this Article 4, other than any loss, cost, damage, expense or attorneys’ fees resulting from Escrowee’s own negligence or misconduct. Escrowee shall be entitled to consult with counsel in connection with its duties hereunder. Seller WWP Sponsor and PurchaserInvestor, jointly and severally, agree to reimburse Escrowee, upon demand, for one-half (½) of the reasonable costs and expenses (including attorneys’ fees fees) incurred by Escrowee in connection with its acting in its capacity as Escrowee. In the event of litigation relating to the subject matter of the escrow, whichever of Seller WWP Sponsor or Purchaser Investor is not the prevailing party shall reimburse the prevailing party for any reasonable costs and fees paid by the prevailing party or paid from the escrowed funds to Escrowee.

Deposit Provisions. 4.1 Unless Purchaser terminates this Contract in accordance with Section 12.1, on the first Business Day following the Outside Termination Date, Initial Escrowee is authorized and directed to pay the Deposit to Escrowee. Upon the Closing, Escrowee is authorized and directed to pay the Deposit to Seller (or as Seller may direct)) upon payment of the Purchase Price by Purchaser to Seller or Escrowee on behalf of Seller. 4.2 In the event Purchaser should default under this Contract, Initial Escrowee or in the event that Purchaser terminates this Contract pursuant to Article 12 herein, Escrowee (as applicable) shall pay the Deposit to Seller, who shall retain the Deposit in accordance with Section 10.1 below. 4.3 In the event this Contract is terminated by reason other than Purchaser’s 's default, Initial Escrowee or Purchaser’s termination pursuant to Article 12 herein, Escrowee (as applicable) shall pay the Deposit to Purchaser. 4.4 Initial Escrowee and Escrowee (as applicable) shall invest and reinvest the proceeds of the Deposit, and any interest earned thereon, in United States Government Treasury Bills or Certificate(s) of Deposit or bank money market account(s) as Seller Purchaser shall directdirect and as is reasonably acceptable to Seller. The party entitled to receive the interest earned on the Deposit shall pay all income taxes owed in connection therewith. The employer identification numbers of Seller and Purchaser are respectively set forth on the signature page hereof. 4.5 Initial Escrowee and Escrowee, by signing this Contract at the end hereof where indicated, signifies its agreement to hold the Deposit for the purposes as provided in this Contract. In the event of any dispute, Initial Escrowee and Escrowee (as applicable) shall have the right to deposit the Deposit in court to await the resolution of such dispute. Initial Escrowee and Escrowee shall not incur any liability by reason of any action or non-action taken by it in good faith or pursuant to the judgment or order of a court of competent jurisdiction. Initial Escrowee and Escrowee shall have the right to rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Initial Escrowee and Escrowee purporting to be signed by any party hereto, and upon the truth of the contents thereof. 4.6 Except as otherwise provided for in Section 4.1Sections 4.1 and 12.1, Initial Escrowee and Escrowee (as applicable) shall not pay or deliver the Deposit to any party unless written demand is made therefor by (i) joint order of Purchaser and Seller or (ii) an order or judgment of a court of competent jurisdiction and a copy of such written demand is delivered to the other party. If Initial Escrowee does not receive a written objection from the other party to the proposed payment or delivery within five Escrowee (5) Business Days after such demand is served by personal delivery on such party, Escrowee is hereby authorized and directed to make such payment or delivery. If Escrowee does receive such written objection within such five (5) Business Day period or if for any other reason Escrowee in good faith shall elect not to make such payment or delivery, Escrowee shall forward a copy of the objections, if any, to the other party or parties, and continue to hold the Deposit unless otherwise directed by written instructions from the parties to this Contract or by a judgment of a court of competent jurisdiction. In any event, Escrowee shall have the right to refrain from taking any further action with respect to the subject matter of the escrow until it is reasonably satisfied that such dispute is resolved or action by Escrowee is required by an order or judgment of a court of competent jurisdictionas applicable). 4.7 Initial Escrowee is acting solely as a stakeholder and depository, and is not responsible or liable in any manner whatsoever for the identity or authority of any person depositing the Deposit with Escrowee. Purchaser and Seller agree to jointly and severally indemnify Escrowee from and against any loss, cost, damage, expense and attorneys’ fees arising out of this Article 4, other than any loss, cost, damage, expense or attorneys’ fees resulting from Escrowee’s own negligence or misconduct. Escrowee shall be entitled to consult with counsel in connection with its duties hereunder. Seller and Purchaser, jointly and severally, agree to reimburse Initial Escrowee and Escrowee, upon demand, for the reasonable costs and expenses including attorneys’ ' fees incurred by Initial Escrowee and Escrowee in connection with its acting in its capacity as EscroweeInitial Escrowee and Escrowee (as applicable). In the event of litigation relating to the subject matter of the escrow, whichever of Seller or Purchaser is not the prevailing party shall reimburse the prevailing party for any costs and fees paid by the prevailing party or paid from the escrowed funds to EscroweeInitial Escrowee or Escrowee (as applicable).

Deposit Provisions. 4.1 Upon the Closing, Escrowee is authorized and directed to pay the Deposit to Seller (or as Seller may direct). 4.2 In the event Purchaser should default under this Contract, or in the event that Purchaser terminates this Contract pursuant to Article 12 herein, Escrowee shall pay the Deposit to Seller, who shall retain the Deposit in accordance with Section 10.1 below. 4.3 In the event this Contract is terminated by reason other than Purchaser’s 's default, or Purchaser’s termination pursuant to Article 12 herein, Escrowee shall pay the Deposit to Purchaser. 4.4 Escrowee shall invest and reinvest the proceeds of the Deposit, and any interest earned thereon, in United States Government Treasury Bills or Certificate(s) of Deposit or bank money market account(s) as Seller shall direct. The party entitled to receive the interest earned on the Deposit shall pay all income taxes owed in connection therewith. The employer identification numbers of Seller and Purchaser are respectively set forth on the signature page hereof. 4.5 Escrowee, by signing this Contract at the end hereof where indicated, signifies its agreement to hold the Deposit for the purposes as provided in this Contract. In the event of any dispute, Escrowee shall have the right to deposit the Deposit in court to await the resolution of such dispute. Escrowee shall not incur any liability by reason of any action or non-action taken by it in good faith or pursuant to the judgment or order of a court of competent jurisdiction. Escrowee shall have the right to rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Escrowee purporting to be signed by any party hereto, and upon the truth of the contents thereof. 4.6 Except as otherwise provided for in Section 4.1, Escrowee shall not pay or deliver the Deposit to any party unless written demand is made therefor and a copy of such written demand is delivered to the other party. If Escrowee does not receive a written objection from the other party to the proposed payment or delivery within five (5) Business Days after such demand is served by personal delivery on such party, Escrowee is hereby authorized and directed to make such payment or delivery. If Escrowee does receive such written objection within such five (5) Business Day period or if for any other reason Escrowee in good faith shall elect not to make such payment or delivery, Escrowee shall forward a copy of the objections, if any, to the other party or parties, and continue to hold the Deposit unless otherwise directed by written instructions from the parties to this Contract or by a judgment of a court of competent jurisdiction. In any event, Escrowee shall have the right to refrain from taking any further action with respect to the subject matter of the escrow until it is reasonably satisfied that such dispute is resolved or action by Escrowee is required by an order or judgment of a court of competent jurisdiction. 4.7 Escrowee is acting solely as a stakeholder and depository, and is not responsible or liable in any manner whatsoever for the identity or authority of any person depositing the Deposit with Escrowee. Purchaser and Seller agree to jointly and severally indemnify Escrowee from and against any loss, cost, damage, expense and attorneys’ fees arising out of this Article 4, other than any loss, cost, damage, expense or attorneys’ fees resulting from Escrowee’s own negligence or misconduct. Escrowee shall be entitled to consult with counsel in connection with its duties hereunder. Seller and Purchaser, jointly and severally, agree to reimburse Escrowee, upon demand, for the reasonable costs and expenses including attorneys’ fees incurred by Escrowee in connection with its acting in its capacity as Escrowee. In the event of litigation relating to the subject matter of the escrow, whichever of Seller or Purchaser is not the prevailing party shall reimburse the prevailing party for any costs and fees paid by the prevailing party or paid from the escrowed funds to Escrowee.

Deposit Provisions. 4.1 (a) Upon the Closing, Escrowee Escrow Agent is authorized and directed to pay the Deposit to Seller (or as Seller may direct)) by the method of payment instructed by Seller. 4.2 In the event Purchaser should default (b) Upon receipt of a written notice from Seller, stating that Seller is entitled under this ContractAgreement to the Deposit and demanding payment of the same, or in the event that Purchaser terminates this Contract pursuant to Article 12 herein, Escrowee Escrow Agent shall pay deliver the Deposit to Seller, who shall retain subject, however, to the Deposit conditions set forth in accordance with Section 10.1 subparagraph (f) below. 4.3 In (c) Upon receipt of a written notice from Purchaser, stating that Purchaser is entitled under this Agreement to the event this Contract is terminated by reason other than Purchaser’s defaultreturn of the Deposit and demanding payment of the same, or Purchaser’s termination pursuant to Article 12 herein, Escrowee Escrow Agent shall pay deliver the Deposit to Purchaser, subject, however, to the conditions set forth in subparagraph (f) below. 4.4 Escrowee (d) Escrow Agent shall invest and reinvest the proceeds of the Deposit, and any interest earned thereon, in United States Government Treasury Bills or Certificate(s) of Deposit or bank money market account(s) as Seller Purchaser shall direct. The party entitled to receive the interest earned on the Deposit shall pay all income taxes owed in connection therewith. The employer identification numbers of Seller and Purchaser are respectively set forth on the signature page hereof. 4.5 Escrowee(e) Escrow Agent, by signing this Contract Agreement at the end hereof where indicated, signifies its agreement to hold the Deposit for the purposes as provided in this ContractAgreement. In the event of any dispute, Escrowee Escrow Agent shall have the right to deposit the Deposit in court to await the resolution of such dispute. Escrowee Escrow Agent shall not incur any liability by reason of any reasonable and diligent action or non-action non‑action taken by it in good faith or pursuant to the judgment or order of a court of competent jurisdiction. Escrowee Escrow Agent shall have the right to rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Escrowee Escrow Agent purporting to be signed by any party hereto, and upon the truth of the contents thereof. 4.6 Except as otherwise provided for in Section 4.1, Escrowee (f) Escrow Agent shall not pay or deliver the Deposit to any party unless written demand is made therefor and a copy of such written demand is delivered to the other party. If Escrowee Escrow Agent does not receive a written objection from the other party to the proposed payment or delivery within five (5) Business Days after such demand is served by personal delivery on such party, Escrowee Escrow Agent is hereby authorized and directed to make such payment or delivery. If Escrowee Escrow Agent does receive such written objection within such five (5) Business Day period or if for any other reason Escrowee Escrow Agent in good faith shall elect not to make such payment or delivery, Escrowee Escrow Agent shall forward a copy of the objections, if any, to the other party or parties, and continue to hold the Deposit unless otherwise directed by written instructions from the parties to this Contract Agreement or by a judgment of a court of competent jurisdiction. In any event, Escrowee Escrow Agent shall have the right to refrain from taking any further action with respect to the subject matter of the escrow until it is reasonably satisfied that such dispute is resolved or action by Escrowee Escrow Agent is required by an order or judgment of a court of competent jurisdiction. 4.7 Escrowee is acting solely as (g) In the event of a stakeholder dispute between Seller and depositoryPurchaser regarding the disposition of the Deposit, and is not responsible or liable in any manner whatsoever for the identity or authority of any person depositing the Deposit with Escrowee. Purchaser and Seller agree to jointly and severally indemnify Escrowee from and against any loss, cost, damage, expense and attorneys’ fees arising out of this Article 4, other than any loss, cost, damage, expense or attorneys’ fees resulting from Escrowee’s own negligence or misconduct. Escrowee Escrow Agent shall be entitled to consult with counsel in connection with its duties hereunder. Seller and Purchaser, jointly and severally, agree to reimburse EscroweeEscrow Agent, upon demand, for the reasonable costs and expenses including attorneys’ fees incurred by Escrowee Escrow Agent in connection with its acting in its capacity as EscroweeEscrow Agent. In the event of litigation relating to the subject matter of the escrow, whichever of Seller or Purchaser is not the prevailing party shall reimburse the prevailing party for any costs and fees paid by the prevailing party or paid from the escrowed funds to EscroweeEscrow Agent. (h) Except as may be expressly provided to the contrary, all payments under this Section 2.2 shall be paid by electronic wire transfer of immediately available federal funds to an account designated by the recipient thereof.

Deposit Provisions. 4.1 Upon the Closing, Escrowee is authorized and directed to pay the Deposit to Seller (or as Seller may direct)Seller. 4.2 If Escrowee receives a notice from Purchaser or Purchaser’s counsel terminating this Contract pursuant to Section 11 below, Escrowee shall pay the Initial Deposit to Purchaser without the consent of Seller. 4.3 In the event Purchaser should fails to close title on the Premises in default under of the provisions of this Contract, or in the event that Purchaser terminates this Contract pursuant to Article 12 herein, Escrowee shall pay the Deposit to Seller, Seller who shall retain the Deposit in accordance with Section 10.1 belowsuch amount as and for its liquidated damages hereunder. 4.3 4.4 In the event this Contract is terminated by reason other than Purchaser’s default, or Purchaser’s termination pursuant to Article 12 herein, Escrowee shall pay the Deposit to Purchaser. 4.4 4.5 Escrowee shall invest and reinvest the proceeds of the Deposit, and any interest earned thereon, in United States Government Treasury Bills or Certificate(s) of Deposit or bank money market account(s) a federally insured interest bearing account as Seller Purchaser shall so direct. The party entitled to receive the interest earned on the Deposit Purchaser shall pay all income taxes owed in connection therewith. The employer identification numbers of Seller and Purchaser are respectively is set forth on the signature page hereof. 4.5 4.6 Escrowee, by signing this Contract at the end hereof where indicated, signifies its agreement to hold the Deposit for the purposes as provided in this Contract. In the event of any dispute, Escrowee shall have the right to deposit the Deposit in court to await the resolution of such dispute. Escrowee shall not incur any liability by reason of any action or non-action taken by it in good faith or pursuant to the judgment or order of a court of competent jurisdiction. Escrowee shall have the right to rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Escrowee purporting to be signed by any party hereto, and upon the truth of the contents thereof. 4.6 4.7 Except as otherwise provided for in Section 4.14.1 above, Escrowee shall not pay or deliver the Deposit to any party unless written demand is made therefor and a copy of such written demand is delivered to the other party. If Escrowee does not receive a written objection from the other party to the proposed payment or delivery within five (5) Business Days after such demand is served by personal delivery on such party, Escrowee is hereby authorized and directed to make such payment or delivery. If Escrowee does receive such written objection within such five (5) Business Day period or if for any other reason Escrowee in good faith shall elect not to make such payment or delivery, Escrowee shall forward a copy of the objections, if any, to the other party or parties, and continue to hold the Deposit (and any interest earned thereon) unless otherwise directed by written instructions from the parties to this Contract or by a judgment of a court of competent jurisdiction. In any event, Escrowee shall have the right to refrain from taking any further action with respect to the subject matter of the escrow until it is reasonably satisfied that such dispute is resolved or action by Escrowee is required by an order or judgment of a court of competent jurisdiction. 4.7 Escrowee is acting solely as a stakeholder and depository, and is not responsible or liable in any manner whatsoever for the identity or authority of any person depositing the Deposit with Escrowee. Purchaser and Seller agree to jointly and severally indemnify Escrowee from and against any loss, cost, damage, expense and attorneys’ fees arising out of this Article 4, other than any loss, cost, damage, expense or attorneys’ fees resulting from Escrowee’s own negligence or misconduct. 4.8 Escrowee shall be entitled to consult with other counsel in connection with its duties hereunder. Seller and Purchaser, jointly and severally, agree to reimburse Escrowee, upon demand, for the reasonable costs and expenses including attorneys’ fees (either paid to retained attorneys or equaling the reasonable value of services rendered to itself) incurred by Escrowee in connection with its acting in its capacity as Escrowee. In the event of a litigation relating to the subject matter of the escrow, whichever of Seller or Purchaser is not the prevailing party shall reimburse the prevailing party for any costs and fees paid by the prevailing party or paid from the escrowed funds to Escrowee.