DISPOSITION OF XXXXXXX MONEY DEPOSIT. Seller and Buyer hereby instruct Escrow Agent to place the Xxxxxxx Money Deposit in a federally insured interest-bearing passbook account on behalf of Seller and Buyer. The Xxxxxxx Money Deposit and interest thereon shall be applied as follows:
(a) if Buyer cancels this Agreement as Buyer is so entitled to do as provided in this Agreement, the Xxxxxxx Money Deposit and all interest earned to the effective date of withdrawal shall be paid immediately to Buyer;
(b) if the Xxxxxxx Money Deposit is forfeited by Buyer pursuant to this Agreement, such Xxxxxxx Money Deposit and all interest earned to the date of withdrawal shall be paid to Seller as Seller's agreed and total liquidated damages, it being acknowledged and agreed that it would be difficult or impossible to determine Seller's exact damages; and
(c) if escrow closes, the Xxxxxxx Money Deposit and all interest earned to XXX shall be credited to Buyer, automatically applied against the Purchase Price and paid to Seller at XXX.
DISPOSITION OF XXXXXXX MONEY DEPOSIT. Seller and Buyer hereby instruct Escrow Agent to place the Xxxxxxx Money Deposit in a federally insured interest-bearing passbook account on behalf of Seller and Buyer. The Xxxxxxx Money Deposit shall be applied as follows:
(a) if Buyer cancels this Agreement as Buyer is so entitled to do as provided in this Agreement, the Xxxxxxx Money Deposit shall be paid immediately to Buyer;
(b) if the Xxxxxxx Money Deposit is forfeited by Buyer pursuant to this Agreement, such Xxxxxxx Money Deposit shall be paid to Seller as Seller’s agreed and total liquidated damages, it being acknowledged and agreed that it would be difficult or impossible to determine Seller’s exact damages; and
(c) if escrow closes, the Xxxxxxx Money Deposit shall be credited to Buyer, automatically applied against the Purchase Price and paid to Seller at XXX.
DISPOSITION OF XXXXXXX MONEY DEPOSIT. In the event Escrow Agent is instructed by Buyer to return the Xxxxxxx Money Deposit to Buyer, or Escrow Agent otherwise intends to disburse or return all or any portion of the Xxxxxxx Money Deposit to Buyer based on Escrow Agent’s interpretation of this Agreement or otherwise, before making any such return or disbursement, Escrow Agent shall notify Seller of Buyer’s demand or Escrow Agent’s intention, and, unless Escrow Agent receives written objection from Seller within five (5) business days thereafter stating that there is a genuine dispute as to who is entitled to the Xxxxxxx Money Deposit and describing the basis of Seller’s objection, then Escrow Agent shall return the Xxxxxxx Money Deposit to Buyer. If Escrow Agent receives a written objection from Seller within said 5-business day period, Escrow Agent shall not return or disburse all or any portion of the Xxxxxxx Money Deposit to Buyer. In the event Escrow Agent is instructed by Seller to release the Xxxxxxx Money Deposit to Seller, or Escrow Agent otherwise intends to disburse all or any portion of the Xxxxxxx Money Deposit to Seller based on Escrow Agent’s interpretation of this Agreement or otherwise, before making any such disbursement, Escrow Agent shall notify Buyer of Seller’s demand or Escrow Agent’s intention, and, unless Escrow Agent receives written objection from Buyer within five (5) business days thereafter stating that there is a genuine dispute as to who is entitled to the Xxxxxxx Money Deposit and describing the basis of Buyer’s objection, Escrow Agent shall release and disburse the Xxxxxxx Money Deposit to Seller. If Escrow Agent receives a written objection from Buyer within said 5-business day period, Escrow Agent shall not release or disburse the Xxxxxxx Money Deposit to Seller. Except for the willful misconduct or gross negligence of Escrow Agent or Escrow Agent’s default of its obligations under this Agreement, Escrow Agent shall have no liability to either Buyer or Seller in acting or refraining from acting hereunder. In the event there is any dispute as to the proper disbursement of the Xxxxxxx Money Deposit, Escrow Agent shall be entitled to deposit the Xxxxxxx Money Deposit with a court of competent jurisdiction in Franklin County, Ohio, and to interplead each of Buyer and Seller in an appropriate interpleader action. Escrow Agent shall not release, return or disburse the Xxxxxxx Money Deposit or any portion thereof, except: (a) in strict compliance with the terms of thi...
DISPOSITION OF XXXXXXX MONEY DEPOSIT. In the event the sale under this contract does not close for any reason, the escrow agent holding the xxxxxxx money deposit may elect to give Seller(s) and Xxxxx(s) written notice of the escrow agent’s intended disposition of the xxxxxxx money deposit. If neither party objects in writing to escrow agent as to the intended disposition of the xxxxxxx money deposit within seven (7) days after the date of mailing of the escrow agent’s written notice, the escrow agent may dispose of the xxxxxxx money deposit as previously indicated. The escrow agent may also dispose of the xxxxxxx money deposit in accordance with the written agreement of all parties to the sale contract or pursuant to court order. Escrow agent shall in any event receive from the escrow deposit its out-of-pocket expenses and title fees. In the event a dispute arises regarding disposition of the xxxxxxx money deposit and litigation ensues the escrow agent and its owners, agents, and employees shall be entitled to reimbursement by Xxxxxx(s) and Buyer(s), jointly and severally, of all reasonable attorney fees, court costs and expenses incurred therein, and judgments therefor may be satisfied in full or in part from the xxxxxxx money deposit. The escrow agent shall be under no duty to invest the xxxxxxx money deposit, and any interest income therefrom shall be retained by the escrow as agent for Attorneys ' Title Guaranty Fund, Inc.
DISPOSITION OF XXXXXXX MONEY DEPOSIT. Seller and Buyer hereby instruct Escrow Agent to place the Xxxxxxx Money Deposit in a federally-insured interest-bearing account, subject to immediate withdrawal. Seller and Buyer agree that the Xxxxxxx Money Deposit shall be applied as follows and hereby instruct Escrow Agent to apply the Xxxxxxx Money Deposit as follows:
4.1 In the event the Transaction is consummated, the Xxxxxxx Money Deposit shall be applied against the Purchase Price;
4.2 In the event the Transaction is not consummated due to Seller’s failure to materially perform all of Seller’s obligations under this Agreement or due to Buyer’s cancellation of this Agreement pursuant to the provisions of Section 6 or Section 14 or due to the failure of any of Buyer’s other conditions precedent set forth herein, the Xxxxxxx Money Deposit shall be paid and delivered immediately to Buyer; and
4.3 If Buyer does not timely terminate this Agreement pursuant to the provisions of Section 6 or Section 14, then the entire amount of the Xxxxxxx Money shall be non-refundable after the expiration of the Inspection Period, except (a) in the event of Seller’s material default or (b) the failure of any master developer of the Property and/or the holder any approval rights under Exhibit “C” of the Vesting Deed to approve Buyer’s plans and specifications for its intended development of the Property (a “Development Disapproval”) provided that Buyer makes a timely and adequate request for such approval prior to the expiration of the Inspection Period. If this Agreement is terminated after the expiration of the Inspection Period pursuant to any provision hereof for reasons other than Seller’s material default or a Development Disapproval, then all of the Xxxxxxx Money shall thereupon be remitted to
DISPOSITION OF XXXXXXX MONEY DEPOSIT. The Escrow/Closing Agent is authorized to disburse the Xxxxxxx Money Deposit pursuant to this Section and Section 10 hereof and upon either of the following occurrences: (i) it has received written instructions signed by both Buyer and Seller; or (ii) it has received an order from a court of competent jurisdiction directing the disbursement of the Xxxxxxx Money Deposit.
DISPOSITION OF XXXXXXX MONEY DEPOSIT. Seller and Buyer hereby instruct Escrow Agent to handle the letter of credit serving as the Xxxxxxx Money Deposit as follows:
(a) if Buyer cancels this Agreement as provided in this Agreement, the Xxxxxxx Money Deposit shall be returned immediately to Buyer;
(b) if the Xxxxxxx Money Deposit is forfeited by Buyer pursuant to this Agreement, the letter of credit shall be immediately delivered to Seller and may be drawn on in full. The face amount will be Seller’s agreed and total liquidated damages, it being acknowledged and agreed that it would be difficult or impossible to determine Seller’s exact damages and that such amount does not constitute a penalty; or
(c) upon the completion of XXX, the letter of credit shall be returned to Buyer.
DISPOSITION OF XXXXXXX MONEY DEPOSIT. The Xxxxxxx Money Deposit shall be applied as a credit to the Purchase Price at Closing. In the event of a termination of this Agreement by Buyer, Escrow Agent is authorized to deliver the Xxxxxxx Money Deposit to the party hereto entitled to same pursuant to the terms hereof on or before the tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money Deposit. In such event, Escrow Agent may interplead the Xxxxxxx Money Deposit into a court of competent jurisdiction in the county in which the Xxxxxxx Money Deposit has been deposited. All attorneys’ fees and costs and Escrow Agent’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money Deposit, or if the Xxxxxxx Money Deposit is distributed in part to both parties, then in the inverse proportion of such distribution.
DISPOSITION OF XXXXXXX MONEY DEPOSIT. If the Purchase and Sale Transaction is consummated, the Xxxxxxx Money Deposit must be paid by Escrow Agent to Seller and applied against the Purchase Price. If the Purchase and Sale Transaction is not consummated, Seller and Buyer hereby instruct Escrow Agent to apply the Xxxxxxx Money Deposit as follows:
4.1 If Buyer terminates this Agreement pursuant to Section 6.1, Section 6.4 or Section 6.5, the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer. If Buyer terminates this Agreement pursuant to Section 12 hereof, or terminates (or is deemed to have terminated) this Agreement pursuant to Section 13.1(ii), the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer, and neither Buyer nor Seller shall have any further obligations hereunder except those obligations that survive termination of this Agreement.
4.2 If Seller terminates this Agreement pursuant to the right granted pursuant to Section 13.2 of this Agreement, the Xxxxxxx Money Deposit and all accrued interest, if any, shall be paid to Seller as Seller’s liquidated damages, as provided in Section 13.2.
4.3 Except as set forth in Section 4.1 hereinabove, it is intended that the Xxxxxxx Money Deposit is non-refundable and shall be paid over to Seller in all other events.
DISPOSITION OF XXXXXXX MONEY DEPOSIT. On the Closing Date, the Ten Thousand Dollar ($10,000.00) xxxxxxx money deposit which has been placed with Baytown shall be applied to the Baytown Common Stock Consideration, thereby reducing the Baytown Common Stock Consideration by the amount of the xxxxxxx money deposit, with the effect that the aggregate Baytown Common Stock Consideration shall be $5,375,000, subject to any required adjustments to the Baytown Common Stock Consideration pursuant to Section 1.08. In the event that the transactions contemplated by this Agreement are not consummated in accordance with the terms of this Agreement, the xxxxxxx money deposit shall be treated as set forth in the remaining subsections of this Article IX.
