Common use of Disposition of Initial Payment and Deposit Clause in Contracts

Disposition of Initial Payment and Deposit. In the event of a termination of this Agreement by either Seller or Purchaser, Seller or Purchaser shall be entitled to the Initial Payment and/or the Deposit as specified in this Section 9.4, and the Escrow Agent is authorized to deliver the Initial Payment and/or the Deposit to the party specified in this Section 9.4 as being entitled to receive the Initial Payment and/or the Deposit. Any such delivery of the Initial Payment and/or the Deposit by Seller or the Escrow Agent, as applicable, shall take place on or before the tenth (10th) business day following receipt of written notice of such termination by the Escrow Agent and the non-terminating party from the terminating party, unless the non-terminating party notifies the Escrow Agent that the non-terminating party disputes the right of the terminating party to receive the Initial Payment and/or the Deposit, in which case, the Escrow Agent shall interplead the Initial Payment and/or the Deposit into a court of competent jurisdiction in Orange County, California. All attorneys' fees and costs and the Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Initial Payment and/or the Deposit, or if the Initial Payment and/or the Deposit is distributed in part to both parties, then in the inverse proportion of such distribution. Notwithstanding the foregoing or anything to the contrary contained herein: (a) If Purchaser has made the Second Initial Payment in accordance with the provisions of Section 2.3(a) and thereafter elects to terminate this Agreement on or before the Escrow Continuation Date pursuant to the provisions of Section 2.3(a), then, upon delivery by Purchaser to Seller and the Escrow Agent of Purchaser's written notice of termination in accordance with Section 2.3(a), Purchaser shall be entitled to receive the Second Initial Payment from the Escrow Agent without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent of the Second Initial Payment to Purchaser. If Purchaser has made the Deposit in accordance with the provisions of Section 2.3(a) and thereafter elects to terminate this Agreement on or before the Risk Date pursuant to the provisions of Section 5.4, then, upon delivery by Purchaser to Seller and the Escrow Agent of Purchaser's written notice of termination in accordance with Section 5.4, Purchaser shall be entitled to receive the Deposit from the Escrow Agent without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent of the Deposit to Purchaser. (b) If (i) Purchaser elects to terminate this Agreement at any time on account of a Casualty (as defined in Section 10.2) as permitted by Section 10.2(b), a condemnation as permitted by Article XI or as permitted by Section 4.2(c), 4.2(d), 7.3, 8.4 (unless, as to Section 8.4(e), the reason the Other Purchase Agreements or any one of them fail to close is due to a breach of one or more of the Other Purchase Agreements by Purchaser or for any reason permitting the seller under one or more of the Other Purchase Agreements to terminate such agreement under the circumstances of Section 9.4(c) of such agreement, then the disposition of the Deposit and the Initial Payment shall be in accordance with Section 9.4(c) of this Agreement) or 9.2, or (ii) Seller elects to terminate this Agreement at any time on account of a Casualty as permitted by Section 10.2(b) (but subject to Purchaser's rights under Section 10.2(c)) or as permitted by Section 8.5 (b), then, upon delivery by the terminating party to Escrow Agent of notice of the terminating party's election to terminate, Purchaser shall be entitled to receive the Deposit and the Initial Payment from Seller or the Escrow Agent, as applicable, without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent to Purchaser of the Deposit. (c) If Seller elects to terminate this Agreement at any time as permitted by Section 7.3, 8.5(a), 8.5(c) (unless the reason the Other Purchase Agreements or any one of them fail to close due to a breach of one or more of the Other Purchase Agreements by Seller or for any reason permitting the purchaser under one or more of the Other Purchase Agreements to terminate such agreement under the circumstances of Section 9.4(b) of such agreement, then the disposition of the Deposit and the Initial Payment shall be in accordance with Section 9.4(b) of this Agreement), 9.1 or 12.9, then, upon delivery by Seller to Purchaser and the Escrow Agent of notice of Seller's election to terminate, Seller shall be entitled to retain the Deposit and the Initial Payment if previously paid to Seller or to receive from the Escrow Agent the Deposit and the Initial Payment if then held by the Escrow Agent without any confirmation or notice to or from Purchaser, and Purchaser shall have no right to object to delivery by the Escrow Agent to Seller of the Deposit and the Initial Payment then held by the Escrow Agent.

Disposition of Initial Payment and Deposit. In the event of a termination of this Agreement by either Seller or Purchaser, Seller or Purchaser shall be entitled to the Initial Payment and/or the Deposit as specified in this Section 9.4, and the Escrow Agent is authorized to deliver the Initial Payment and/or the Deposit to the party specified in this Section 9.4 as being entitled to receive the Initial Payment and/or the Deposit. Any such delivery of the Initial Payment and/or the Deposit by Seller or the Escrow Agent, as applicable, shall take place on or before the tenth (10th) business day following receipt of written notice of such termination by the Escrow Agent and the non-terminating party from the terminating party, unless the non-terminating party notifies the Escrow Agent that the non-terminating party disputes the right of the terminating party to receive the Initial Payment and/or the Deposit, in which case, the Escrow Agent shall interplead the Initial Payment and/or the Deposit into a court of competent jurisdiction in Orange County, California. All attorneys' fees and costs and the Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Initial Payment and/or the Deposit, or if the Initial Payment and/or the Deposit is distributed in part to both parties, then in the inverse proportion of such distribution. Notwithstanding the foregoing or anything to the contrary contained herein: (a) If Purchaser has made the Second Initial Payment in accordance with the provisions of Section 2.3(a) and thereafter elects to terminate this Agreement on or before the Escrow Continuation Date pursuant to the provisions of Section 2.3(a), then, upon delivery by Purchaser to Seller and the Escrow Agent of Purchaser's written notice of termination in accordance with Section 2.3(a), Purchaser shall be entitled to receive the Second Initial Payment from the Escrow Agent without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent of the Second Initial Payment to Purchaser. If Purchaser has made the Deposit in accordance with the provisions of Section 2.3(a) and thereafter elects to terminate this Agreement on or before the Risk Date pursuant to the provisions of Section 5.4, then, upon delivery by Purchaser to Seller and the Escrow Agent of Purchaser's written notice of termination in accordance with Section 5.4, Purchaser shall be entitled to receive the Deposit from the Escrow Agent without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent of the Deposit to Purchaser. (b) If (i) Purchaser elects to terminate this Agreement at any time on account of a Casualty (as defined in Section 10.2) as permitted by Section 10.2(b), a condemnation as permitted by Article XI or as permitted by Section 4.2(c), 4.2(d), 7.3, 8.4 (unless, as to Section 8.4(e), the reason the Other Purchase Agreements or any one of them fail to close is due to a breach of one or more of the Other Purchase Agreements by Purchaser or for any reason permitting the seller under one or more of the Other Purchase Agreements to terminate such agreement under the circumstances of Section 9.4(c) of such agreement, then the disposition of the Deposit and the Initial Payment shall be in accordance with Section 9.4(c) of this Agreement) or 9.2, or (ii) Seller elects to terminate this Agreement at any time on account of a Casualty as permitted by Section 10.2(b) (but subject to Purchaser's rights under Section 10.2(c)) or as permitted by Section 8.5 (b), then, upon delivery by the terminating party to Escrow Agent of notice of the terminating party's election to terminate, Purchaser shall be entitled to receive the Deposit and the Initial Payment from Seller or the Escrow Agent, as applicable, without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent to Purchaser of the Deposit. (c) If Seller elects to terminate this Agreement at any time as permitted by Section 7.3, 8.5(a), 8.5(c) (unless the reason the Other Purchase Agreements or any one of them fail to close due to a breach of one or more of the Other Purchase Agreements by Seller bySeller or for any reason permitting the purchaser under one or more of the Other Purchase Agreements to terminate such agreement under the circumstances of Section 9.4(b) of such agreement, then the disposition of the Deposit and the Initial Payment shall be in accordance with Section 9.4(b) of this Agreement), 9.1 or 12.9, then, upon delivery by Seller to Purchaser and the Escrow Agent of notice of Seller's election to terminate, Seller shall be entitled to retain the Deposit and the Initial Payment if previously paid to Seller or to receive from the Escrow Agent the Deposit and the Initial Payment if then held by the Escrow Agent without any confirmation or notice to or from Purchaser, and Purchaser shall have no right to object to delivery by the Escrow Agent to Seller of the Deposit and the Initial Payment then held by the Escrow Agent.

Disposition of Initial Payment and Deposit. In the event of a termination of this Agreement by either Seller or Purchaser, Seller or Purchaser shall be entitled to the Initial Payment and/or the Deposit as specified in this Section 9.4, and the Escrow Agent is authorized to deliver the Initial Payment and/or the Deposit to the party specified in this Section 9.4 as being entitled to receive the Initial Payment and/or the Deposit. Any such delivery of the Initial Payment and/or the Deposit by Seller or the Escrow Agent, as applicable, shall take place on or before the tenth (10th) business day following receipt of written notice of such termination by the Escrow Agent and the non-terminating party from the terminating party, unless the non-terminating party notifies the Escrow Agent that the non-terminating party disputes the right of the terminating party to receive the Initial Payment and/or the Deposit, in which case, the Escrow Agent shall interplead the Initial Payment and/or the Deposit into a court of competent jurisdiction in Orange County, California. All attorneys' fees and costs and the Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Initial Payment and/or the Deposit, or if the Initial Payment and/or the Deposit is distributed in part to both parties, then in the inverse proportion of such distribution. Notwithstanding the foregoing or anything to the contrary contained herein: (a) If Purchaser has made the Second Initial Payment in accordance with the provisions of Section 2.3(a) and thereafter elects to terminate this Agreement on or before the Escrow Continuation Date pursuant to the provisions of Section 2.3(a), then, upon delivery by Purchaser to Seller and the Escrow Agent of Purchaser's written notice of termination in accordance with Section 2.3(a), Purchaser shall be entitled to receive the Second Initial Payment from the Escrow Agent without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent of the Second Initial Payment to Purchaser. If Purchaser has made the Deposit in accordance with the provisions of Section 2.3(a) and thereafter elects to terminate this Agreement on or before the Risk Date pursuant to the provisions of Section 5.4, then, upon delivery by Purchaser to Seller and the Escrow Agent of Purchaser's written notice of termination in accordance with Section 5.4, Purchaser shall be entitled to receive the Deposit from the Escrow Agent without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent of the Deposit to Purchaser. (b) If (i) Purchaser elects to terminate this Agreement at any time on account of a Casualty (as defined in Section 10.2) as permitted by Section 10.2(b), a condemnation as permitted by Article XI or as permitted by Section 4.2(c), 4.2(d), 7.3, 8.4 (unless, as to Section 8.4(e), the reason the Other Purchase Agreements or any one of them fail to close is due to a breach of one or more of the Other Purchase Agreements by Purchaser or for any reason permitting the seller under one or more of the Other Purchase Agreements to terminate such agreement under the circumstances of Section 9.4(c) of such agreement, then the disposition of the Deposit and the Initial Payment shall be in accordance with Section 9.4(c) of this Agreement) or 9.2, or (ii) Seller elects to terminate this Agreement at any time on account of a Casualty as permitted by Section 10.2(b1 0.2(b) (but subject to Purchaser's rights under Section 10.2(c1 0.2(c)) or as permitted by Section 8.5 (b), then, upon delivery by the terminating party to Escrow Agent of notice of the terminating party's election to terminate, Purchaser shall be entitled to receive the Deposit and the Initial Payment from Seller or the Escrow Agent, as applicable, without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent to Purchaser of the Deposit. (c) If Seller elects to terminate this Agreement at any time as permitted by Section 7.3, 8.5(a), 8.5(c) (unless the reason the Other Purchase Agreements or any one of them fail to close due to a breach of one or more of the Other Purchase Agreements by Seller or for any reason permitting the purchaser under one or more of the Other Purchase Agreements to terminate such agreement under the circumstances of Section 9.4(b) of such agreement, then the disposition of the Deposit and the Initial Payment shall be in accordance with Section 9.4(b) of this Agreement), 9.1 or 12.9, then, upon delivery by Seller to Purchaser and the Escrow Agent of notice of Seller's election to terminate, Seller shall be entitled to retain the Deposit and the Initial Payment if previously paid to Seller or to receive from the Escrow Agent the Deposit and the Initial Payment if then held by the Escrow Agent without any confirmation or notice to or from Purchaser, and Purchaser shall have no right to object to delivery by the Escrow Agent to Seller of the Deposit and the Initial Payment then held by the Escrow Agent.

Disposition of Initial Payment and Deposit. In the event of a termination of this Agreement by either Seller or Purchaser, Seller or Purchaser shall be entitled to the Initial Payment and/or the Deposit as specified in this Section 9.4, and the Escrow Agent is authorized to deliver the Initial Payment and/or the Deposit to the party specified in this Section 9.4 as being entitled to receive the Initial Payment and/or the Deposit. Any such delivery of the Initial Payment and/or the Deposit by Seller or the Escrow Agent, as applicable, shall take place on or before the tenth (10th10'h) business day following receipt of written notice of such termination by the Escrow Agent and the non-terminating party from the terminating party, unless the non-terminating party notifies the Escrow Agent that the non-terminating party disputes the right of the terminating party to receive the Initial Payment and/or the Deposit, in which case, the Escrow Agent shall interplead the Initial Payment and/or the Deposit into a court of competent jurisdiction in Orange County, California. All attorneys' fees and costs and the Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Initial Payment and/or the Deposit, or if the Initial Payment and/or the Deposit is distributed in part to both parties, then in the inverse proportion of such distribution. Notwithstanding the foregoing or anything to the contrary contained herein: (a) If Purchaser has made the Second Initial Payment in accordance with the provisions of Section 2.3(a) and thereafter elects to terminate this Agreement on or before the Escrow Continuation Date pursuant to the provisions of Section 2.3(a), then, upon delivery by Purchaser to Seller and the Escrow Agent of Purchaser's written notice of termination in accordance with Section 2.3(a), Purchaser shall be entitled to receive the Second Initial Payment from the Escrow Agent without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent of the Second Initial Payment to Purchaser. If Purchaser has made the Deposit in accordance with the provisions of Section 2.3(a) and thereafter elects to terminate this Agreement on or before the Risk Date pursuant to the provisions of Section 5.4, then, upon delivery by Purchaser to Seller and the Escrow Agent of Purchaser's written notice of termination in accordance with Section 5.4, Purchaser shall be entitled to receive the Deposit from the Escrow Agent without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent of the Deposit to Purchaser. (b) If (i) Purchaser elects to terminate this Agreement at any time on account of a Casualty (as defined in Section 10.2) as permitted by Section 10.2(b), a condemnation as permitted by Article XI or as permitted by Section 4.2(c), 4.2(d), 7.3, 8.4 (unless, as to Section 8.4(e), the reason the Other Purchase Agreements or any one of them fail to close is due to a breach of one or more of the Other Purchase Agreements by Purchaser or for any reason permitting the seller under one or more of the Other Purchase Agreements to terminate such agreement under the circumstances of Section 9.4(c) of such agreement, then the disposition of the Deposit and the Initial Payment shall be in accordance with Section 9.4(c) of this Agreement) or 9.2, or (ii) Seller elects to terminate this Agreement at any time on account of a Casualty as permitted by Section 10.2(b) (but subject to Purchaser's rights under Section 10.2(c)) or as permitted by Section 8.5 (b), then, upon delivery by the terminating party to Escrow Agent of notice of the terminating party's election to terminate, Purchaser shall be entitled to receive the Deposit and the Initial Payment from Seller or the Escrow Agent, as applicable, without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent to Purchaser of the Deposit. (c) If Seller elects to terminate this Agreement at any time as permitted by Section 7.3, 8.5(a), 8.5(c) (unless the reason the Other Purchase Agreements or any one of them fail to close due to a breach of one or more of the Other Purchase Agreements by Seller or for any reason permitting the purchaser under one or more of the Other Purchase Agreements to terminate such agreement under the circumstances of Section 9.4(b) of such agreement, then the disposition of the Deposit and the Initial Payment shall be in accordance with Section 9.4(b) of this Agreement), 9.1 or 12.9, then, upon delivery by Seller to Purchaser and the Escrow Agent of notice of Seller's election to terminate, Seller shall be entitled to retain the Deposit and the Initial Payment if previously paid to Seller or to receive from the Escrow Agent the Deposit and the Initial Payment if then held by the Escrow Agent without any confirmation or notice to or from Purchaser, and Purchaser shall have no right to object to delivery by the Escrow Agent to Seller of the Deposit and the Initial Payment then held by the Escrow Agent.

Disposition of Initial Payment and Deposit. In the event of a termination of this Agreement by either Seller or Purchaser, Seller or Purchaser shall be entitled to the Initial Payment and/or the Deposit as specified in this Section 9.4, and the Escrow Agent is authorized to deliver the Initial Payment and/or the Deposit to the party specified in this Section 9.4 as being entitled to receive the Initial Payment and/or the Deposit. Any such delivery of the Initial Payment and/or the Deposit by Seller or the Escrow Agent, as applicable, shall take place on or before the tenth (10thl 0th) business day following receipt of written notice of such termination by the Escrow Agent and the non-terminating party from the terminating party, unless the non-terminating party notifies the Escrow Agent that the non-terminating party disputes the right of the terminating party to receive the Initial Payment and/or the Deposit, in which case, the Escrow Agent shall interplead the Initial Payment and/or the Deposit into a court of competent jurisdiction in Orange County, California. All attorneys' fees and costs and the Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Initial Payment and/or the Deposit, or if the Initial Payment and/or the Deposit is distributed in part to both parties, then in the inverse proportion of such distribution. Notwithstanding the foregoing or anything to the contrary contained herein: (a) If Purchaser has made the Second Initial Payment in accordance with the provisions of Section 2.3(a) and thereafter elects to terminate this Agreement on or before the Escrow Continuation Date pursuant to the provisions of Section 2.3(a), then, upon delivery by Purchaser to Seller and the Escrow Agent of Purchaser's written notice of termination in accordance with Section 2.3(a), Purchaser shall be entitled to receive the Second Initial Payment from the Escrow Agent without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent of the Second Initial Payment to Purchaser. If Purchaser has made the Deposit in accordance with the provisions of Section 2.3(a) and thereafter elects to terminate this Agreement on or before the Risk Date pursuant to the provisions of Section 5.4, then, upon delivery by Purchaser to Seller and the Escrow Agent of Purchaser's written notice of termination in accordance with Section 5.4, Purchaser shall be entitled to receive the Deposit from the Escrow Agent without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent of the Deposit to Purchaser. (b) If (i) Purchaser elects to terminate this Agreement at any time on account of a Casualty (as defined in Section 10.2) as permitted by Section 10.2(b), a condemnation as permitted by Article XI or as permitted by Section 4.2(c), 4.2(d), 7.3, 8.4 (unless, as to Section 8.4(e), the reason the Other Purchase Agreements or any one of them fail to close is due to a breach of one or more of the Other Purchase Agreements by Purchaser or for any reason permitting the seller under one or more of the Other Purchase Agreements to terminate such agreement under the circumstances of Section 9.4(c) of such agreement, then the disposition of the Deposit and the Initial Payment shall be in accordance with Section 9.4(c) of this Agreement) or 9.2, or (ii) Seller elects to terminate this Agreement at any time on account of a Casualty as permitted by Section 10.2(b) (but subject to Purchaser's rights under Section 10.2(c)) or as permitted by Section 8.5 (b), then, upon delivery by the terminating party to Escrow Agent of notice of the terminating party's election to terminate, Purchaser shall be entitled to receive the Deposit and the Initial Payment from Seller or the Escrow Agent, as applicable, without any confirmation or notice to or from Seller, and Seller shall have no right to object to delivery by the Escrow Agent to Purchaser of the Deposit. (c) If Seller elects to terminate this Agreement at any time as permitted by Section 7.3, 8.5(a), 8.5(c) (unless the reason the Other Purchase Agreements or any one of them fail to close due to a breach of one or more of the Other Purchase Agreements by Seller or for any reason permitting the purchaser under one or more of the Other Purchase Agreements to terminate such agreement under the circumstances of Section 9.4(b) of such agreement, then the disposition of the Deposit and the Initial Payment shall be in accordance with Section 9.4(b) of this Agreement), 9.1 or 12.9, then, upon delivery by Seller to Purchaser and the Escrow Agent of notice of Seller's election to terminate, Seller shall be entitled to retain the Deposit and the Initial Payment if previously paid to Seller or to receive from the Escrow Agent the Deposit and the Initial Payment if then held by the Escrow Agent without any confirmation or notice to or from Purchaser, and Purchaser shall have no right to object to delivery by the Escrow Agent to Seller of the Deposit and the Initial Payment then held by the Escrow Agent.,