Common use of Disbursement if Closing Not Consummated Clause in Contracts

Disbursement if Closing Not Consummated. (i) If the Purchase Agreement is terminated for any reason and the Closing is not consummated prior to the Closing Date or if Seller or Purchaser otherwise is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement, either Seller or Purchaser (as the case may be) (the "Requesting Party") may provide written notice to Escrow Agent that the Purchase Agreement has been terminated and Seller or Purchaser (as the case may be) is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement and that the Xxxxxxx Money is to be distributed in accordance with the instructions given in such notice (a "Disbursement Request"). Escrow Agent shall provide written notice (the "Receipt Notice") to the other Party (the "Confirming Party") of its receipt of such Disbursement Request (together with a copy of the Disbursement Request) no later than one (1) Business Day after its receipt of such Disbursement Request.) (ii) If the Confirming Party disputes that the Requesting Party is entitled to receive the Xxxxxxx Money, the Confirming Party shall provide written notice to Escrow Agent within two (2) Business Days after its receipt of the Receipt Notice disputing that the Requesting Party is entitled to receive the Xxxxxxx Money (a "

Disbursement if Closing Not Consummated. (i) If the Purchase Agreement is terminated for any reason and the Closing is not consummated prior to the Closing Date or if Seller or Purchaser otherwise is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement, either Seller or Purchaser (as the case may be) (the "“Requesting Party"”) may provide written notice to Escrow Agent that the Purchase Agreement has been terminated and or that Seller or Purchaser (as the case may be) otherwise is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement and that the Xxxxxxx Money is to be distributed in accordance with the instructions given in such notice (a "“Disbursement Request"”). Escrow Agent shall provide written notice (the "“Receipt Notice"”) to the other Party (the "“Confirming Party"”) of its receipt of such Disbursement Request (together with a copy of the Disbursement Request) no later than one two (12) Business Day Days after its receipt of such Disbursement Request.) (ii) If the Confirming Party disputes that the Requesting Party is entitled to receive the Xxxxxxx Money, the Confirming Party shall provide written notice to Escrow Agent within two ten (210) Business Days after its receipt of the Receipt Notice disputing that the Requesting Party is entitled to receive the Xxxxxxx Money (a "“Dispute Notice”). If Escrow Agent has not received a Dispute Notice from the Confirming Party within such ten (10) Business Day period, the Confirming Party shall be deemed to have authorized the disbursement set forth in the Disbursement Request, and Escrow Agent shall disburse the Xxxxxxx Money pursuant to the instructions set forth in the Disbursement Request. If Escrow Agent receives a Dispute Notice within such ten (10) Business Day period, Escrow Agent shall retain the Xxxxxxx Money in the Escrow Account pending receipt of separate written direction from each Seller and Purchaser authorizing the disbursement of the Xxxxxxx Money to the same Person and confirmation of such disbursement by telephone as provided in this Section 2, or a final unappealable order of court with respect to distribution of the Xxxxxxx Money. Notwithstanding the foregoing, if Escrow Agent receives contrary written directions from Seller and Purchaser, Escrow Agent shall have the right to deposit the Xxxxxxx Money with any court of competent jurisdiction in New York, New York and interplead Seller and Purchaser. Upon depositing the Xxxxxxx Money and filing its complaint in interpleader, Escrow Agent shall be released from all liability under this Agreement regarding the Xxxxxxx Money, except as otherwise expressly provided in this Agreement.

Disbursement if Closing Not Consummated. (i) If the Purchase Agreement is terminated for any reason and the Closing is not consummated prior to the Closing Date or if Seller or Purchaser otherwise is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement, either Seller or Purchaser (as the case may be) (the "“Requesting Party"”) may provide written notice to Escrow Agent that the Purchase Agreement has been terminated and or that Seller or Purchaser (as the case may be) otherwise is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement and that the Xxxxxxx Money is to be distributed in accordance with the instructions given in such notice (a "“Disbursement Request"”). Escrow Agent shall provide written notice (the "“Receipt Notice"”) to the other Party (the "“Confirming Party"”) of its receipt of such Disbursement Request (together with a copy of the Disbursement Request) no later than one two (12) Business Day Days after its receipt of such Disbursement Request.) (ii) If the Confirming Party disputes that the Requesting Party is entitled to receive the Xxxxxxx Money, the Confirming Party shall provide written notice to Escrow Agent within two ten (210) Business Days after its receipt of the Receipt Notice disputing that the Requesting Party is entitled to receive the Xxxxxxx Money (a "“Dispute Notice”). If Escrow Agent has not received a Dispute Notice from the Confirming Party within such ten (10) Business Day period, the Confirming Party shall be deemed to have authorized the disbursement set forth in the Disbursement Request, and Escrow Agent shall disburse the Xxxxxxx Money pursuant to the instructions set forth in the Disbursement Request. If Escrow Agent receives a Dispute Notice within such ten (10) Business Day period, Escrow Agent shall retain the Xxxxxxx Money in the Escrow Account pending receipt of separate written direction from each Seller and Purchaser authorizing the disbursement of the Xxxxxxx Money to the same Person as provided in this Section 2, or a final unappealable order of court with respect to distribution of the Xxxxxxx Money. Notwithstanding the foregoing, if Escrow Agent receives contrary written directions from Seller and Purchaser or no written directions within six (6) months after the Effective Date, Escrow Agent shall have the right to deposit the Xxxxxxx Money with any court of competent jurisdiction in California and interplead Seller and Purchaser. Upon depositing the Xxxxxxx Money and filing its complaint in interpleader, Escrow Agent shall be released from all liability under this Agreement regarding the Xxxxxxx Money, except as otherwise expressly provided in this Agreement.

Disbursement if Closing Not Consummated. (i) If the Purchase Agreement is terminated for any reason and the Closing is not consummated prior to the Closing Date or if Seller or Purchaser otherwise is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement, either Seller or Purchaser (as the case may be) (the "Requesting Party") may provide written notice to Escrow Agent that the Purchase Agreement has been terminated and Seller or Purchaser (as the case may be) is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement and that the Xxxxxxx Money is to be distributed in accordance with the instructions given in such notice (a "Disbursement Request"). Escrow Agent shall provide written notice (the "Receipt Notice") to the other Party (the "Confirming Party") of its receipt of such Disbursement Request (together with a copy of the Disbursement Request) no later than one (1) Business Day after its receipt of such Disbursement Request.) (ii) If the Confirming Party disputes that the Requesting Party is entitled to receive the Xxxxxxx Money, the Confirming Party shall provide written notice to Escrow Agent within two one (21) Business Days Day after its receipt of the Receipt Notice disputing that the Requesting Party is entitled to receive the Xxxxxxx Money (a "

Disbursement if Closing Not Consummated. (i) If the Purchase Agreement is terminated for any reason and the Closing is not consummated prior to the Closing Date or if Seller or Purchaser otherwise is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement, either Seller or Purchaser (as the case may be) (the "“Requesting Party"”) may provide written notice to Escrow Agent that the Purchase Agreement has been terminated and or that Seller or Purchaser (as the case may be) otherwise is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement and that the Xxxxxxx Money is to be distributed in accordance with the instructions given in such notice (a "“Disbursement Request"”). Escrow Agent shall provide written notice (the "“Receipt Notice"”) to the other Party (the "“Confirming Party"”) of its receipt of such Disbursement Request (together with a copy of the Disbursement Request) no later than one two (12) Business Day Days after its receipt of such Disbursement Request.) (ii) If the Confirming Party disputes that the Requesting Party is entitled to receive the Xxxxxxx Money, the Confirming Party shall provide written notice to Escrow Agent within two ten (210) Business Days after its receipt of the Receipt Notice disputing that the Requesting Party is entitled to receive the Xxxxxxx Money (a "“Dispute Notice”). If Escrow Agent has not received a Dispute Notice from the Confirming Party within such ten (10) Business Day period, the Confirming Party shall be deemed to have consented to and authorized the disbursement set forth in the Disbursement Request, and Escrow Agent shall disburse the Xxxxxxx Money pursuant to the instructions set forth in the Disbursement Request. If Escrow Agent receives a Dispute Notice within such ten (10) Business Day period, Escrow Agent shall retain the Xxxxxxx Money in the Escrow Account pending receipt of separate written direction from each Seller and Purchaser authorizing the disbursement of the Xxxxxxx Money to the same Person (and confirmation of such disbursement by telephone) as provided in Section 2, or a final unappealable order of court with respect to distribution of the Xxxxxxx Money. Notwithstanding the foregoing, if Escrow Agent receives contrary written directions from Seller and Purchaser or no written directions within six (6) months after the Effective Date, Escrow Agent shall have the right to deposit the Xxxxxxx Money with any court of competent jurisdiction in Atlanta, Georgia and interplead Seller and Purchaser. Upon depositing the Xxxxxxx Money and filing its complaint in interpleader, Escrow Agent shall be released from all liability under this Agreement regarding the Xxxxxxx Money, except as otherwise expressly provided in this Agreement.