Common use of Disbursement of Xxxxxxx Money Clause in Contracts

Disbursement of Xxxxxxx Money. Escrow Agent shall disburse the Xxxxxxx Money as follows: (a) In the event the Closing occurs, the Xxxxxxx Money shall be delivered to Seller at Closing and applied against the Purchase Price. (b) In the event the Purchase Agreement is terminated pursuant to Section 3.2 of the Purchase Agreement, the Xxxxxxx Money shall be delivered to Purchaser as provided in Section 3.2 of the Purchase Agreement, and Seller may not dispute such termination under Section 3.2 of the Purchase Agreement or Purchaser’s right to receive the Xxxxxxx Money in connection with such termination. In the event of a termination of the Purchase Agreement under Section 3.2 of the Purchase Agreement, Escrow Agent is authorized to pay the Xxxxxxx Money to Purchaser without any further notice to, or instruction by, Seller relative thereto. (c) In the event the Purchase Agreement is terminated other than pursuant to Section 3.2 of the Purchase Agreement, either Seller or Purchaser, as applicable (the “Certifying Party”) shall (a) deliver a written certification to the Escrow Agent stating that the Certifying Party is entitled to receive the Xxxxxxx Money pursuant to the terms of the Purchase Agreement, and (b) deliver a copy of the certificate in the manner provided herein to the other party (the “Other Party”) prior to or contemporaneously with the giving of such certificate to the Escrow Agent, then, unless the Escrow Agent has then previously received, or receives within three (3) business days after receipt of the Certifying Party's certificate, contrary instructions from the Other Party, the Escrow Agent, within one (1) Business Day after the expiration of the foregoing three (3) Business Day period, will deliver the Xxxxxxx Money to the Certifying Party, and thereupon the Escrow Agent will be discharged and released from any and all liability hereunder. If the Escrow Agent receives contrary instructions from the Other Party within three (3) Business Days following the Title Company's receipt of said certificate, the Title Company will not so deliver the Xxxxxxx Money Deposit, but will continue to hold the same pursuant hereto, subject to Paragraph 4 below.

Disbursement of Xxxxxxx Money. Subject to the terms of the Purchase Agreement and this Agreement, Escrow Agent shall disburse the Xxxxxxx Money as follows: (a) In the event the Closing occurs, the Xxxxxxx Money shall be delivered to Seller at Closing and applied against the Purchase Price. (b) In the event the Purchase Agreement is terminated pursuant to Section 3.2 of the Purchase Agreement, the Xxxxxxx Money shall be delivered to Purchaser as provided in Section 3.2 of the Purchase Agreement, and Seller may not dispute such termination under Section 3.2 of the Purchase Agreement or Purchaser’s right to receive the Xxxxxxx Money in connection with such termination. In the event of a termination of the Purchase Agreement under Section 3.2 of the Purchase Agreement, Escrow Agent is authorized to pay the Xxxxxxx Money to Purchaser without any further notice to, or instruction by, Seller relative thereto. (c) In the event the Purchase Agreement is terminated other than pursuant to Section 3.2 of the Purchase Agreement, either Seller or Purchaser, as applicable (the “Certifying Party”) shall (a) deliver a written certification to the Escrow Agent stating that the Certifying Party is entitled to receive the Xxxxxxx Money pursuant to the terms of the Purchase Agreement, including, but not limited to, Section 2.1 of the Purchase Agreement. Within two (2) Business Days (the term “Business Day” having the same meaning herein as in the Purchase Agreement) after receipt of written notification from Sellers (the “Sellers’ Default Notice”) that Purchaser has breached or defaulted under the Purchase Agreement and Sellers are entitled, pursuant to the Purchase Agreement, to disbursement of the Xxxxxxx Money (bor so much thereof not previously disbursed pursuant to the terms of the Purchase Agreement), Escrow Agent shall send to Purchaser a written notification (the “Purchaser’s Notice”) deliver advising Purchaser that Escrow Agent intends to disburse the Xxxxxxx Money (or so much thereof not previously disbursed pursuant to the terms of the Purchase Agreement) to Sellers no earlier than two (2) Business Days after Purchaser’s receipt of such written notice from Escrow Agent. Sellers also shall provide a copy of the certificate in the manner provided herein Sellers’ Default Notice to the other party (the “Other Party”) prior to or contemporaneously with the giving of such certificate to the Escrow Agent, then, unless the Purchaser. Escrow Agent has then previously receivedshall be entitled to rely, for purposes of this Agreement, upon any statement delivered by Sellers or receives within three (Purchaser pursuant to this Section 3) business days after receipt of the Certifying Party's certificate, contrary instructions from the Other Party, the . Escrow Agent, within one (1) Business Day after the expiration of the foregoing three (3) Business Day period, will deliver Agent shall disburse the Xxxxxxx Money (or so much thereof not previously disbursed pursuant to the Certifying Party, and thereupon terms of the Escrow Agent will be discharged and released from any and all liability hereunder. If the Escrow Agent receives contrary instructions from the Other Party within three Purchase Agreement) no earlier than two (32) Business Days following the Title Company's after Purchaser’s receipt of said certificatePurchaser’s Notice, provided, however, that Purchaser has not notified Escrow Agent that it disputes Sellers’ Default Notice. In the Title Company will not so deliver event of any disputes among the parties hereto in connection with the Xxxxxxx Money Depositor this Agreement, but will Escrow Agent shall refuse to comply with the claims and demands by Sellers or Purchaser so long as the dispute shall then continue. In so refusing, Escrow Agent shall make no delivery or other disposition of the Xxxxxxx Money, except as permitted under Section 6(a) below, and, in so doing, Escrow Agent shall not be or become liable in any way to any person for its failure or refusal to comply with conflicting or adverse demands and it shall continue to hold the same pursuant hereto, subject refrain from acting and refuse to Paragraph 4 below.act until it receives authorization as follows:

Disbursement of Xxxxxxx Money. Subject to the terms of the Purchase Agreement and this Agreement, Escrow Agent shall disburse the Xxxxxxx Money as follows: (a) In the event the Closing occurs, the Xxxxxxx Money shall be delivered to Seller at Closing and applied against the Purchase Price. (b) In the event the Purchase Agreement is terminated pursuant to Section 3.2 of the Purchase Agreement, the Xxxxxxx Money shall be delivered to Purchaser as provided in Section 3.2 of the Purchase Agreement, and Seller may not dispute such termination under Section 3.2 of the Purchase Agreement or Purchaser’s right to receive the Xxxxxxx Money in connection with such termination. In the event of a termination of the Purchase Agreement under Section 3.2 of the Purchase Agreement, Escrow Agent is authorized to pay the Xxxxxxx Money to Purchaser without any further notice to, or instruction by, Seller relative thereto. (c) In the event the Purchase Agreement is terminated other than pursuant to Section 3.2 of the Purchase Agreement, either Seller or Purchaser, as applicable (the “Certifying Party”) shall (a) deliver a written certification to the Escrow Agent stating that the Certifying Party is entitled to receive the Xxxxxxx Money pursuant to the terms of the Purchase Agreement, including, but not limited to, Section 2.1 of the Purchase Agreement. Within two (2) Business Days (the term “Business Day” having the same meaning herein as in the Purchase Agreement) after receipt of written notification from Sellers (the “Sellers’ Default Notice”) that Purchaser has breached or defaulted under the Purchase Agreement and Sellers are entitled, pursuant to the Purchase Agreement, to disbursement of the Xxxxxxx Money (or so much thereof not previously disbursed pursuant to the terms of the Purchase Agreement), Escrow Agent shall send to Purchaser a written notification (the “Purchaser’s Notice”) advising Purchaser that Escrow Agent intends to disburse the Xxxxxxx Money (or so much thereof not previously disbursed pursuant to the terms of the Purchase Agreement) to Sellers no earlier than two (2) Business Days after Purchaser’s receipt of such written notice from Escrow Agent. Sellers also shall provide a copy of Sellers’ Default Notice to Purchaser. Escrow Agent shall be entitled to rely, for purposes of this Agreement, upon any statement delivered by Sellers or Purchaser pursuant to this Section 3. Escrow Agent shall disburse the Xxxxxxx Money (or so much thereof not previously disbursed pursuant to the terms of the Purchase Agreement) no earlier than two (2) Business Days after Purchaser’s receipt of Purchaser’s Notice, provided, however, that Purchaser has not notified Escrow Agent that it disputes Sellers’ Default Notice. In the event of any disputes among the parties hereto in connection with the Xxxxxxx Money or this Agreement, Escrow Agent shall refuse to comply with the claims and demands by Sellers or Purchaser so long as the dispute shall then continue. In so refusing, Escrow Agent shall make no delivery or other disposition of the Xxxxxxx Money, except as permitted under Section 6(a) below, and, in so doing, Escrow Agent shall not be or become liable in any way to any person for its failure or refusal to comply with conflicting or adverse demands and it shall continue to refrain from acting and refuse to act until it receives authorization as follows: (a) Written authorization to act that is executed by Sellers and Purchaser; or (b) deliver a A certified and file-stamped copy of a court order resolving the certificate in disagreement or directing specific action. Upon the manner provided herein to the other party (the “Other Party”) prior to or contemporaneously with the giving receipt of either such certificate to the Escrow Agentdocument, then, unless the Escrow Agent has then previously received, or receives within three (3) business days after receipt of the Certifying Party's certificate, contrary instructions from the Other Party, the Escrow Agent, within one (1) Business Day after the expiration of the foregoing three (3) Business Day period, will deliver the Xxxxxxx Money shall promptly act according to the Certifying Party, and thereupon the Escrow Agent will be discharged and released from any and all liability hereunder. If the Escrow Agent receives contrary instructions from the Other Party within three (3) Business Days following the Title Company's receipt of said certificate, the Title Company will not so deliver the Xxxxxxx Money Deposit, but will continue to hold the same pursuant hereto, subject to Paragraph 4 belowits terms.

Disbursement of Xxxxxxx Money. At such time as Escrow Agent receives written notice from Seller or Purchaser, or both, stating the identity of the party to whom the Xxxxxxx Money or any Additional Xxxxxxx Money is to be disbursed, Escrow Agent shall disburse the Xxxxxxx Money as follows: (a) In the event the Closing occurs, the Xxxxxxx Money shall be delivered to Seller at Closing and applied against the Purchase Price. (b) In the event the Purchase Agreement is terminated pursuant to Section 3.2 of the Purchase Agreement, the Xxxxxxx Money shall be delivered to Purchaser as provided in Section 3.2 of the Purchase Agreement, and Seller may not dispute such termination under Section 3.2 of the Purchase Agreement or Purchaser’s right to receive the Xxxxxxx Money in connection with such termination. In the event of a termination of the Purchase Agreement under Section 3.2 of the Purchase Agreement, Escrow Agent is authorized to pay the Xxxxxxx Money to Purchaser without any further notice to, or instruction by, Seller relative thereto. (c) In the event the Purchase Agreement is terminated other than pursuant to Section 3.2 of the Purchase Agreement, either Seller or Purchaser, as applicable (the “Certifying Party”) shall (a) deliver a written certification to the Escrow Agent stating that the Certifying Party is entitled to receive the Xxxxxxx Money pursuant to the terms of the Purchase Agreementsuch notice; provided, however, that if such notice is given by either Seller or Purchaser but not both, and (b) deliver a copy of the certificate in person to whom the manner provided herein Xxxxxxx Money or any Additional Xxxxxxx Money is to be disbursed is other than the Closing Agent, the Escrow Agent shall notify the other party (the “Other Party”) prior to or contemporaneously with the giving in writing of such certificate to notice and shall withhold disbursement of the Escrow Agent, then, unless the Escrow Agent has then previously received, or receives within three Xxxxxxx Money and any Additional Xxxxxxx Money for a period of five (35) business days after receipt of the Certifying Party's certificate, contrary instructions from the Other Party, the Escrow Agent, within one (1) Business Day after the expiration of the foregoing three (3) Business Day period, will deliver the Xxxxxxx Money to the Certifying Party, and thereupon the Escrow Agent will be discharged and released from any and all liability hereundergiving such notice. If the Escrow Agent receives contrary instructions written notice from either Seller or Purchaser within such five (5) business day period, which notice countermands or objects to the Other Party within three (3) Business Days following the Title Company's receipt earlier notice of said certificatedisbursement, the Title Company will not so deliver then Escrow Agent shall withhold such disbursement until both Seller and Purchaser can agree upon a disbursement of the Xxxxxxx Money Depositand any Additional Xxxxxxx Money. Notwithstanding the foregoing, but will continue if Purchaser notifies Escrow Agent on or before the expiration of the Inspection Period of its election to hold terminate this Agreement pursuant to Section 5, then no confirming notice from Seller shall be required by Escrow Agent, and Escrow Agent shall promptly disburse the same Xxxxxxx Money as provided in Section 5 without requesting or waiting for confirming notice from Seller. Additionally, if Seller notifies Escrow Agent of its election to terminate this Agreement pursuant heretoto Subsection 24(b), subject then no confirming notice from Purchaser shall be required by Escrow Agent, and Escrow Agent shall promptly disburse the Xxxxxxx Money and any Additional Xxxxxxx Money to Paragraph 4 belowPurchaser without requesting or waiting for confirming notice from Purchaser. Seller and Xxxxxxxxx agree to send to the other a duplicate copy of any written notice sent to Escrow Agent requesting disbursement or countermanding or objecting to a request for disbursement.