Escrow Deposit. Within three (3) business days after the full execution and delivery of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Deposit”) to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Equinix Inc)
Escrow Deposit. Within three two (32) business days after of the full execution and delivery of this AgreementEffective Date, Buyer shall deliver Six Million Five Hundred Thousand Dollars $250,000 ($6,500,000) (together with all interest thereon, the “_xe "\"Escrow Deposit\":"_"Initial Escrow Deposit”") to First American Chicago Title Insurance Company, at its offices at 0000 X. Xxxxx 100 Xxxx Xxxxxx Xxxxxx, Xxx XxxxSan Jose, Xxxxxxxxxx, California 95110 Attention: Xxxx XxxxxLxxxx Xxxxxx (which company or such other national title insurance company selected by Buyer within two (2) business days of the Effective Date, which companyand reasonably approved by Seller, in its capacity as escrow holder hereunder, is called “_xe "\"Escrow Holder\":"_"Escrow Holder"). In addition, if Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver Buyer's check in the amount of $500,000 (the "Additional Escrow Agent”Deposit") to Escrow Holder. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Additional Escrow Deposit shall be applied towards in the Installment Purchase Price form of the first closing of any such portion and the remainder of Buyer's check which shall be held uncashed by the Escrow Holder until such time as the Closing occurs or, pursuant to the terms hereof, Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to the Escrow Deposit. The Initial Escrow Deposit to be made hereunder shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent made by wire transfer of immediately available federal funds or by a bank or cashier’s 's check drawn on a major national bank money center banking institution (or by other delivery of good funds reasonably satisfactory acceptable to Seller. Such amount ), and the amounts so deposited shall be held by Escrow Agent Holder as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers The parties hereto hereby acknowledge that the “Go Hard Notice” (as defined below), prior to the expiration closing of the “Due Diligence Period” transactions hereunder (the "Closing") will occur not later than December 30, 1997, and that the parties will reasonably cooperate to most effectively and efficiently cause the delivery of all sums hereunder so as defined below)to avoid multiple wires or deliveries of funds hereunder. As used herein, then the term "Escrow Deposit" means the Initial Escrow Deposit shall be non-refundable to Buyerand, except as expressly provided in this Agreement. Upon from and after the delivery of good funds, the Go Hard NoticeAdditional Escrow Deposit, a memorandum of this Agreement, together with all interest earned on such deposits while the same are held in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the Countyescrow hereunder. At all times that in which the Escrow Deposit is being held by the Escrow AgentHolder, the Escrow Deposit shall be invested by Escrow Agent Holder in the following investments (“Approved _xe "\"Approved Investments\":"_"Approved Investments”"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”Seller, or (iviii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent Holder only as provided in this Agreement. Notwithstanding anything to the contrary contained herein the Escrow Holder shall not be obligated or entitled to cash the Buyer's check for the Additional Escrow Deposit until such time as the Closing occurs or Seller notifies Escrow Holder and Buyer that Seller believes in its good faith discretion that it is entitled to received the Escrow Deposit pursuant to the terms hereof. In the event that pursuant to the terms hereof Buyer is entitled to the return of the Escrow Deposit, Buyer's check for the Additional Escrow Deposit shall be returned to Buyer uncashed.
Appears in 2 contracts
Samples: Purchase Agreement (JMB Income Properties LTD Xii), Purchase Agreement (JMB Income Properties LTD Xi)
Escrow Deposit. Within three (3a) business days after Contemporaneously with the full execution and delivery of this Agreement, the Company and the Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) have executed, but not delivered to one another, an Exchange Agreement in the form attached hereto as ANNEX I (the “Deposit”) to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”"Exchange Agreement"). The Company and the Buyer have delivered one or more counterparts of the Exchange Agreement to the Escrow Deposit shall be Agent.
(b) In order to permit the exchange contemplated by the Exchange Agreement to occur without further act on the part of the Company, the Company has delivered to the Escrow Agent by wire transfer the following:
(1) One or more undated certificates for shares of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against Series B Convertible Preferred Stock, $.01 par value (the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below"Series B Preferred Stock"), prior of the Company, registered in the name of the Buyer and duly signed on behalf of the Company in the aggregate for the number of shares of Series B Preferred Stock shown on EXHIBIT A hereto;
(2) A duly authorized and executed Certificate of Designations of Series B Convertible Preferred Stock of the Company in the form attached hereto as ANNEX II (the "Certificate of Designations");
(3) A duly authorized and executed Common Stock Purchase Warrant, Class B of the Company in the form attached hereto as ANNEX III (the "New Warrants");
(4) The Registration Rights Agreement in the form attached hereto as ANNEX IV (the "Registration Rights Agreement"), duly executed on behalf of the Company; and
(5) An opinion of Xxxxx & Xxxxxx, L.L.P., addressed to the expiration of Buyer and dated the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreementdate hereof, in the form attached hereto as Exhibit “C”, shall be recorded ANNEX V (the "Opinion").
(c) In order to permit the exchange contemplated by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow AgentExchange Agreement, the Deposit Buyer shall be invested by deliver to the Escrow Agent in prior to a release to the following investments Buyer under Section 2(b)(3), the following:
(“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii1) the Bank certificates for the Series A Preferred Shares; and
(2) the certificate for the number of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares Common Stock Purchase Warrants shown on EXHIBIT A hereto (symbol NTRDXthe "Warrants")”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.
Appears in 1 contract
Escrow Deposit. Within three On the date hereof, Purchaser has deposited with Shack & Xxxxxx, P.C. (3the "Escrow Agent"), the sum of Two Hundred Fifty Thousand Dollars ($250,000) business days after (the full execution "Deposit"), which amount shall be held and delivery disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement (the "Escrow Agreement") in the form of Exhibit A annexed hereto. On or before December 24, 1999, if Purchaser has not theretofore elected to terminate this AgreementAgreement pursuant to Section 13.2 hereof, Buyer Purchaser shall deliver Six Million deposit with the Escrow Agent the additional sum of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") and in such event the term "Deposit" as used in this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($6,500,000800,000) (deposited with the “Deposit”) to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with Purchaser shall be entitled to receive all interest earned thereon, is referred with respect to herein as the “Escrow Deposit”. If, pursuant Deposit prior to Section 5 below, Seller elects to convey portions the date of payment of the Property to Buyer Deposit (except as otherwise provided in more than one conveyanceSection 12 hereof) and, then One Million Five Hundred Thousand Dollars ($1,500,000) of if Purchaser so instructs, Purchaser and Benedek shall instruct the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of Agent to pay any such portion interest accumulated on the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the remainder of Closing, Purchaser and Benedek shall instruct the Escrow Agent to pay the Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of Benedek in immediately available federal funds or funds. In the event the transactions contemplated by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price this Agreement are not consummated in accordance with the terms hereof, Purchaser and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then Benedek shall instruct the Escrow Deposit shall be non-refundable Agent to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that disburse the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if this Agreement is being held terminated by Purchaser pursuant to Sections 13.2 or 14, Purchaser and Benedek shall instruct the Escrow Agent, Agent to disburse the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable and all interest earned thereon to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this AgreementPurchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Benedek Communications Corp)
Escrow Deposit. Within three (3i) At the Effective Time of the Merger, Parent will cause to be delivered to Comercia Bank as escrow agent (the "Escrow Agent") the Escrow Deposit to be held pursuant to the Escrow Agreement attached thereto as Exhibit ------- C (The "Escrow Agreement"). -
(ii) The settlement date as set forth herein and in the Escrow Agreement (the "Settlement Date") shall be such date which is five months from the Effective Time of the Merger and the date of the resolution of any Disagreements pursuant to Section 2.04(vi) herein any and Contests further to Section 8.03 herein.
(iii) As soon as practicable after the Effective Time of the Merger, Parent shall undertake an audit (the "Post-Closing Audit") of the books and records of the Company for the years ended December 31, 2001 and 2002 and as of the date of signing of this Agreement and to prepare an audited balance sheet of the Company as of the date of signing of this Agreement (the "Audited Balance Sheet"). The auditor (the "Auditor") conducting the Post-Closing Audit shall consist of a firm of independent public accountants selected by Parent. The Audited Balance Sheet of the Company shall (A) present fairly, in accordance with generally accepted accounting principles consistently applied, the financial position of the Company as of the date of signing of this Agreement and (B) make full and adequate provision of all liabilities and obligations (fixed or contingent) of the Company as of the date of signing of this Agreement (the "Total Liabilities"). Upon completion of the Audited Balance Sheet, copies shall forthwith be delivered to Gyung Min Kim (the "Company Representative"), Parent and the Escrow Agent. Axx xxxxutes concerning the Audited Balance Sheet pursuant to this Section 2.04(b)(iii) shall be resolved pursuant to the provisions of Section 2.04(b)(v).
(iv) In the event that the Company Representative should disagree (a "Disagreement") with any accounting principle accepted by the Auditor, the Company Representative shall within ten (10) days of the delivery of the Audited Balance Sheet notify Parent and the Escrow Agent of such dispute in writing setting forth the nature and facts of such Disagreement in reasonable detail. In the event that Parent and the Company Representative cannot resolve the Disagreement within ten (10) days following the delivery of the Company Representative's notice to Parent and the Escrow Agent, the Parent and the Company Representative shall within five days thereafter mutually select another auditor (the "Second Auditor") which shall within sixty (60) days determine the Total Liabilities. The determination of the Total Liabilities by the Second Auditor shall be final. The fees payable to the Auditor shall be paid by the Parent; the fee payable to the Second Auditor, if any, shall be paid equally by Parent and the Company Representative.
(v) In the event it is finally determined under this Section 2.04(b) that the Company's Total Liabilities as of the date of signing of this Agreement are greater than Six Hundred Thousand Dollars ($600,000), Parent will deliver a notice to the Escrow Agent that there is a determination of liability pursuant to this Section 2.04 and the Escrow Agent shall be instructed that the number of shares in the Escrow Deposit shall be reduced by the amount equal to the deficiency (at an assumed per share price of $2.00) and shares representing the amount of such deficiency shall forthwith be returned to Parent from the Escrow Deposit for cancellation.
(vi) After the Settlement Date, all remaining shares, if any, in the Escrow Deposit shall be transferred by the Escrow Agent to the Exchange Agent for disbursement further to Section 2.04(a) herein, said transfer shall take place within ten (10) business days after the full execution and delivery of this Agreement, Buyer Settlement Date. Exchange Agent shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Deposit”) stock certificates of Parent Common Stock to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity Company shareholders of record as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property date immediately prior to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars the Closing within twenty ($1,500,00020) business days of receiving the Escrow Deposit shall be applied towards the Installment Purchase Price from Escrow Agent. The number of the first closing shares of any such portion and the remainder of Parent Common Stock from the Escrow Deposit shall evidenced in the delivered stock certificates to each Company shareholder will be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with said shareholder's pro rata holding of Company Common Stock as of the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), date immediately prior to the expiration Closing and the terms of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this AgreementSection 2.02 hereof.
Appears in 1 contract
Escrow Deposit. Within three (3a) business days after the full Simultaneous with execution and delivery of this Agreement, Buyer, Seller and Security Title & Guaranty Agency, Inc. as Escrow Agent (the "Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form of SCHEDULE A hereto (the "Deposit Escrow Agreement") pursuant to which Buyer shall deliver Six Million Five deposit Four Hundred Thousand Dollars ($6,500,000400,000.00) (or deliver an irrevocable, stand-by letter of credit for such amount as a deposit on the “Deposit”) to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions full amount of the Property Purchase Price. Such amounts held in escrow shall be applied as set forth herein and in the Deposit Escrow Agreement.
(b) Pursuant to the terms of the Deposit Escrow Agreement, Buyer in more than one conveyance, then One Million Five shall wire transfer Four Hundred Thousand Dollars ($1,500,000400,000), or alternatively, deliver an irrevocable, stand-by letter of credit for such amount in form and substance acceptable to Seller, to an escrow account established pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"). At the Closing, the Escrow Deposit if, in the form of cash, shall be applied to the Purchase Price to be paid to Seller and the interest accrued thereon shall be paid to Buyer, or if in the form of a letter of credit, shall be returned to Buyer. As more fully described in the Deposit Escrow Agreement: (a) in the event this Agreement is terminated because of Buyer's material breach of this Agreement and all other conditions to Closing that are within Seller's control are at such time satisfied or waived (other than such conditions as can reasonably be expected to be satisfied by the Closing), the Escrow Deposit shall be applied towards paid to or delivered for draw thereon to Seller as liquidated damages as provided in Section 16.4 hereof for Buyer's material breach of this Agreement (the Installment Purchase Price payment of the first closing of such sum to Seller shall discharge any such portion liability Buyer may have to Seller), and the remainder of interest accrued on the Escrow Deposit shall be applied paid to Buyer; and (b) in the Installment Purchase Price of event this Agreement is terminated under any circumstances other than those set forth in the final closing, upon which Buyer shall have acquired all of the Property immediately preceding clause (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined belowa), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit and the interest accrued thereon shall be non-refundable paid or returned to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall is the same cash or letter of credit deposited in escrow pursuant to the terms of the Topaz Merger Agreement and may be disposed used to pay any liquidated damages under this Agreement or the Topaz Merger Agreement in the event of by Escrow Agent only as provided in this Agreementcertain defaults or breaches hereunder or thereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Escrow Deposit. Within three two (32) business days after the full execution Effective Date, Buyer and delivery of Seller shall open an Escrow (as defined in Section 5 below) with Escrow Holder and Buyer shall deliver to Escrow Holder the Initial Deposit. Within two (2) business days after the Inspection Deadline, provided Buyer has not terminated this AgreementAgreement prior thereto, Buyer shall deliver Six Million Five Hundred Thousand Dollars to Escrow Holder the Second Deposit. Within two ($6,500,0002) business days after the Master Site Plan Submittal Deadline (as defined in Section 4.6.1 below), Buyer shall deliver to Escrow Holder the “Third Deposit”. Within two (2) business days after Master Site Plan Approval (as defined in Section 4.6.2 below), Buyer shall deliver to First American Title Insurance CompanyEscrow Holder the Fourth Deposit. Upon the earlier of (a) two (2) business days after the VTTM Submittal Deadline (as defined in Section 4.7.1 below), at its offices at 0000 X. Xxxxx Xxxxxxor (b) Buyer’s delivery of a VTTM Submittal Extension Notice, Xxx XxxxBuyer shall deliver to Escrow Holder the Fifth Deposit. Extension Deposits, Xxxxxxxxxxif any, Attention: Xxxx Xxxxx, which company, shall be delivered by Buyer to Escrow Holder as provided in its capacity as escrow holder hereunder, is called “Escrow Agent”Section 4.6.1. The Initial Deposit, the Second Deposit, the Third Deposit, the Fourth Deposit, the Fifth Deposit and each Extension Deposit, or so much thereof as shall have been deposited with Escrow Holder, together with all interest earned thereonthereon while being held by Escrow Holder, is shall collectively be referred to herein as the “Escrow Deposit”. IfIf Buyer terminates this Agreement prior to the Inspection Deadline as provided herein, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Initial Deposit shall be applied towards the Installment Purchase Price refundable to Buyer (net of the first closing of any such portion independent consideration provided for in Section 3.1). After the Inspection Deadline, the Initial Deposit, Second Deposit, Third Deposit, Fourth Deposit and the remainder of the Fifth Deposit, and Extension Deposits, if any, immediately upon deposit with Escrow Deposit Holder shall be applied immediately released to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit Seller and shall be delivered non-refundable to Escrow Agent Buyer except as otherwise expressly set forth in this Agreement. All deposits shall be made by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Sellerbank. Such amount The Escrow Deposit shall be held by Escrow Agent as a deposit applied against the Purchase Price or Installment Purchase Price at Closing in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Escrow Deposit. Within three (3) business days after Concurrently with the full execution and -------------- delivery of this AgreementAgreement by both Seller and Buyer, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Deposit”) Initial Deposit to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx30 N. LaSalle Street, Xxx XxxxSuite 310, XxxxxxxxxxChicago, Attention: Xxxx Xxxxx, IL 60602 (which company, in its capacity ix xxx xxxxxxxx as escrow holder hereunder, is called “"Escrow Agent”Holder"). If this Agreement is not terminated under Section 4.2.2, then Buyer shall deliver the Additional Deposit to Escrow Holder on July 28, 2006. If such Additional Deposit is not timely delivered, then Seller may terminate this Agreement, in which event the Initial Deposit and all interest thereon shall be immediately delivered to Seller as liquidated damages in accordance with Section 9.2. The DepositInitial Deposit and, if delivered, the Additional Deposit together with all interest earned thereon, is referred to are collectively herein as called the “"Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”)". The Escrow Deposit shall be delivered to Escrow Agent Holder by wire transfer of immediately available federal funds or by bank or cashier’s 's check drawn on a national bank reasonably satisfactory to Seller. Such amount The Escrow Deposit shall be held by Escrow Agent Holder as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Escrow Deposit is being held by the Escrow AgentHolder, the Escrow Deposit shall be invested by Escrow Agent Holder in the following investments (“"Approved Investments”"): (i) United States Treasury obligations, (ii) United States Treasury-Treasury backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “"Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, " or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent Holder only as provided in this Agreement. All accrued interest on the Escrow Deposit shall become part of the Escrow Deposit.
Appears in 1 contract
Escrow Deposit. Within three (3) business days after the full execution and delivery By virtue of this AgreementAgreement and as partial security for any adjustments to the Closing Cash Consideration pursuant to Section 1.7 and Section 8.2(a)(iv), Buyer Parent shall deliver Six Million Five Hundred Thousand Dollars withhold from the consideration payable to each Member at Closing pursuant to Section 1.1(b)(i)(B) an amount of cash equal to such Member’s Pro Rata Ordinary Payment Portion of the Adjustment Escrow Amount and deposit such amount with the Escrow Agent ($6,500,000) (the “Deposit”) to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with such total aggregate amount and all interest earned thereon, is the “Adjustment Escrow Fund”). By virtue of this Agreement and as partial security for the indemnity obligations provided in Article VIII, Parent shall withhold from the consideration payable to each Member at Closing pursuant to Section 1.1(b)(i)(B) an amount of cash equal to such Member’s Pro Rata Ordinary Payment Portion of the Indemnification Escrow Amount and shall deposit such amount with the Escrow Agent (such total aggregate amount and all interest earned thereon, the “Indemnity Escrow Fund”). The Adjustment Escrow Fund and the Indemnity Escrow Fund, together, are referred to herein as the “Escrow Deposit”. If, pursuant Fund.” The right of each Member to Section 5 below, Seller elects to convey portions of receive the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) portion of the Escrow Deposit Fund deposited with the Escrow Agent shall be applied towards subject to the Installment Purchase Price terms of the first closing (and, if applicable, shall be reduced as provided in) this Agreement. Distributions of any such portion and cash from the remainder Escrow Fund shall be governed by the terms of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closingAgreement, upon which Buyer shall have acquired all of the Property (the “Final Closing”Section 1.7(f)(ii) and Section 8.4(h). The Escrow Deposit Agreement shall be delivered to provide that any amount remaining in the Adjustment Escrow Agent by wire transfer Fund after the final determination of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price Closing Net Working Capital Amount in accordance with terms of Section 1.7 and the terms and provisions final resolution of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), any claims under Section 8.2(a)(iv) that have been made prior to the expiration final resolution of the “Due Diligence Period” (as defined below), then Closing Net Working Capital Amount shall be distributed to the Members in accordance with their Pro Rata Ordinary Payment Portions. The adoption of this Agreement and the approval of the Transaction shall constitute approval of all the arrangements relating to the Escrow Deposit shall be non-refundable to BuyerFund, except as expressly provided in this Agreement. Upon delivery including, without limitation, the appointment of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this AgreementMember Representative.
Appears in 1 contract
Samples: Purchase Agreement (eHealth, Inc.)
Escrow Deposit. Within three (3) business days On or before the date that is one Business Day after the full execution date on which this Agreement is executed and delivery of this Agreementdelivered by both Seller and Buyer, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Deposit”) Escrow Deposit to First American Title Insurance Company, at its offices at 0000 X. Xxxxx X Xxxxxx, Xxx XxxxXX, Xxxxx 000X, Xxxxxxxxxx, X.X. 00000, Attention: Xxxx Xxxxx, Xxxxxx Fuchtenberg (which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final ClosingHolder”). The Escrow Deposit shall be delivered to Escrow Agent Holder by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount The Escrow Deposit shall be held by Escrow Agent Holder as a deposit against the Purchase Price or Installment Purchase Price Price, and shall be invested by Escrow Holder, in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, and a memorandum of this Agreement, separate escrow agreement in the form of Exhibit “D” attached hereto as Exhibit “C”and dated the date hereof by and among Buyer, shall be recorded by Seller and Buyer in Escrow Agent (the official records of the County“Interim Deposit Agreement”). At all times that the Escrow Deposit is being held by the Escrow AgentHolder, the Escrow Deposit shall be invested by Escrow Agent Holder in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-Treasury backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, ” or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent Holder only as provided in this Agreement. All accrued interest on the Escrow Deposit shall become part of the Escrow Deposit.
Appears in 1 contract
Escrow Deposit. Within three (3) business days after the full execution and delivery Purchaser’s receipt of a fully executed copy of this Agreement, Buyer Purchaser shall deliver Six Million Five an escrow deposit in the amount of One Hundred Fifty Thousand and No/100 Dollars ($6,500,000150,000.00) (the “Deposit”) to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all any interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant ) to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held in escrow by the Title Company as Escrow Agent as Agent. If Purchaser does not deliver to Seller a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions written notice of termination of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), Agreement prior to the expiration of the “Due Diligence Period” Feasibility Period (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, Purchaser (except as otherwise expressly provided set forth in this Agreement). Upon delivery Escrow Agent shall place the Escrow Deposit in an interest-bearing account at a financial institution whose accounts are insured by an agency of the Go Hard Notice, a memorandum of federal government. If Purchaser defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Seller is not in the form attached hereto as Exhibit “C”default), Seller shall be recorded by Seller and Buyer in entitled to receive the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as liquidated damages as provided in this Agreement and as Seller’s sole and exclusive remedy. If Seller defaults under this Agreement, after giving effect to all applicable notice and cure periods (and Purchaser is not in default), Purchaser shall be entitled to its election of remedies as provided in Section 12(b) hereafter. In the event of any dispute between Seller and Purchaser concerning disbursement of the Escrow Deposit, the Title Company shall be authorized to file an interpleader suit in the District Court of the county in which the applicable Parcel is located, and the disposition of such funds shall be determined in accordance with such proceeding, and the Title Company shall be released of all further liability with respect to such Escrow Deposit; provided, however, in the event Purchaser terminates this Agreement prior to the expiration date of the Feasibility Period and pursuant to Section 5(b) hereof, then, in such event, the Escrow Agent shall be irrevocably required to release the Escrow Deposit to Purchaser in full termination of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Aei Income & Growth Fund Xxii LTD Partnership)
Escrow Deposit. (a) Within three five (35) business days after the full execution and delivery of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) Buyers, Sellers and Capers, Dunbar, Sandxxx & Xrucxxxx, xx Escrow Agent (the “Deposit”) to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “"Deposit Escrow Agent”"), shall enter into a Deposit Escrow Agreement in the form of Exhibit C hereto (the "Deposit Escrow Agreement") pursuant to which Buyers shall deposit the
(b) Pursuant to the terms of the Deposit Escrow Agreement, Buyers shall wire transfer $2,200,000.00, or alternatively, deliver an irrevocable, stand-by letter of credit for such amount in form and substance acceptable to Sellers, to an escrow account established pursuant to the Deposit Escrow Agreement (the "Escrow Deposit"). The At the Closing, the Escrow Deposit, together with all if in the form of cash, shall be applied to the Purchase Price to be paid to Sellers and the interest earned thereonaccrued thereon shall be paid to Buyers, or if in the form of a letter of credit, shall be returned to Buyers. As more fully described in the Deposit Escrow Agreement: (a) in the event this Agreement is referred to herein terminated solely because of Buyers' material breach of this Agreement as the “Escrow Deposit”. Ifset forth in Section 16.1.3 hereof, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards paid to or delivered for draw thereon to Sellers as liquidated damages as provided in Section 16.4 hereto for Buyers' material breach of this Agreement (the Installment Purchase Price payment of the first closing of such sum to Sellers shall discharge any such portion liability Buyers may have to Sellers), and the remainder of interest accrued on the Escrow Deposit shall be applied paid to Buyers; and (b) in the Installment Purchase Price of event this Agreement is terminated under any circumstances other than those set forth in the final closing, upon which Buyer shall have acquired all of the Property immediately preceding clause (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined belowa), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit and any interest accrued thereon shall be non-refundable paid or returned to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this AgreementBuyers.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Escrow Deposit. Within three five (35) business days after of the full execution -------------- and delivery of this AgreementAgreement by all parties, Buyer shall deliver Six Million Five Hundred will deposit with Media Services Group, Inc., a Virginia corporation, ("Xxxxxxx Money Escrow Agent"), cash in the amount of Fifty Thousand and No/100 Dollars ($6,500,00050,000) (the “"Xxxxxxx Money Escrow Deposit”) to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”"). The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Xxxxxxx Money Escrow Deposit shall be applied towards held and disbursed by Xxxxxxx Money Escrow Agent pursuant to the Installment Purchase Price terms of the first closing of any such portion Xxxxxxx Money Escrow Agreement, appended hereto as Exhibit 15.1 ------------ (the "Xxxxxxx Money Escrow Agreement"), which Xxxxxxx Money Escrow Agreement has been entered into by the Seller, Buyer and Xxxxxxx Money Escrow Agent. At closing, the remainder of the Xxxxxxx Money Escrow Deposit shall be applied returned to Buyer. If the Closing does not occur solely because Buyer materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Seller has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, Buyer and Seller shall execute written instructions to the Installment Purchase Price of Xxxxxxx Money Escrow Agent directing it to deliver the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Xxxxxxx Money Escrow Deposit to Seller as liquidated damages, as provided in Section 15.2. If the Closing does not occur because Seller materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Buyer has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, Buyer and Seller shall be delivered execute written instructions to the Xxxxxxx Money Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory directing it to Seller. Such amount shall be held by Escrow Agent as a deposit against deliver the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Xxxxxxx Money Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum Buyer and Buyer may seek specific performance of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this AgreementSection 15.3.
Appears in 1 contract
Escrow Deposit. Within three two (32) business days after the full execution and delivery of this Agreementhereof, Buyer shall deliver Six the sum of Fifteen Million Five Hundred Thousand Dollars ($6,500,00015,000,000.00) (the “Deposit”) as a deposit to First American Title Insurance Company, at its offices at 0000 X. Xxxxx X Xxxxxx, Xxx XxxxXX, Xxxxx 000X, Xxxxxxxxxx, X.X. 00000, Attention: Xxxx Xxxxx, Xxxxx Xxxxxx (which company, in its capacity as escrow holder hereunder, is called “Escrow AgentHolder”). The Deposit, together with all interest earned thereon, is referred to herein as In the “Escrow Deposit”. If, pursuant to Section 5 below, Seller event that Buyer elects to convey portions make public disclosure of the Property to Buyer transaction in more than one conveyanceaccordance with the penultimate sentence of Section 9.14 hereof, then One Three Million Five Hundred Thousand Dollars ($1,500,0003,000,000.00) of the Escrow Deposit shall be applied towards deemed earned by and payable to Seller upon termination of this Agreement by Buyer in accordance with Section 3.2.2(a) or Section 3.2.2(b), or (if not waived by Buyer on the Installment Purchase Price Hotel and Option Closing Date), upon failure of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”)conditions set forth in Section 3.13.6. The Escrow Deposit shall be delivered to Escrow Agent Holder by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount The Escrow Deposit shall be held by Escrow Agent Holder as a deposit against the Purchase Price or Installment Purchase Price Price, and shall be invested by Escrow Holder, in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, and a memorandum of this Agreement, separate escrow agreement in the form of Exhibit F attached hereto as Exhibit “C”and dated the date hereof by and among Buyer, shall be recorded by Seller and Buyer in Escrow Agent (the official records of the County“Interim Deposit Agreement”). At all times that the Escrow Deposit is being held by the Escrow AgentHolder, the Escrow Deposit shall be invested by Escrow Agent Holder in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-Treasury backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, ” or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent Holder only as provided in this Agreement. All accrued interest on the Escrow Deposit shall become part of the Escrow Deposit.
Appears in 1 contract
Samples: Purchase and Sale Agreement (DiamondRock Hospitality Co)
Escrow Deposit. Within three At the Closing, ILOG, Inc. shall deposit ten percent (310%) business days after of the full execution and delivery of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) Estimated Cash Consideration (the “Initial Escrow Deposit”) to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent cash by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall the Escrow Agent to be held by the Escrow Agent in escrow (the “Escrow”). The Initial Escrow Deposit shall reduce the amount of the Estimated Per Share Merger Consideration payable in the form of Cash Consideration for each share of Company Capital Stock held by the Voting Stockholders as a deposit against of the Purchase Price or Installment Purchase Price Effective Time by an amount (the “Initial Per Share Escrow Amount” and, together with the Per Share Adjustment Amount the “Per Share Escrow Amount”) equal to the product of (a) ten Percent (10%) and (b) the quotient obtained by dividing (x) the difference between the Final Aggregate Merger Consideration and the Estimated Aggregate Merger Consideration by (y) the number of shares of Company Capital Stock outstanding immediately prior to the Effective Time held by the Voting Stockholders. The Initial Escrow Deposit, together with any amounts deposited with the Escrow Agent to be held by the Escrow Agent in Escrow pursuant to Section 2.2(i)(ii) hereof (the “Adjustment Escrow Deposit” and, together with the Initial Escrow Deposit, the “Escrow Deposit”) shall be available to support the adjustments to the Aggregate Merger Consideration and the Per Share Merger Consideration and the indemnification obligations in accordance with the terms Sections 9 and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement10 hereof.
Appears in 1 contract
Samples: Merger Agreement (Ilog Sa)
Escrow Deposit. Within three (3) business days after Concurrently with the full execution and delivery of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Deposit”) Initial Deposit to First LandAmerica American Title Insurance Company, at its offices at 0000 X. Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxx Xxxx, XxxxxxxxxxXxxxx 00000, Attention: Xxxxx Xxxx Xxxxx, (which company, in its capacity as escrow holder hereunder, is called “Escrow AgentHolder”), to be held by Escrow Holder pursuant to the terms of the Escrow Instructions in the form attached hereby as Exhibit ”H” (the “Escrow Instructions“). If this Agreement is not terminated under Section 4.2.2, then on or prior to two (2) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deliver the Additional Deposit to Escrow Holder. If this Agreement is not so terminated and such Additional Deposit is not timely delivered, then Sellers may terminate this Agreement, in which event the Initial Deposit and all interest thereon shall be immediately delivered to Sellers as liquidated damages in accordance with Section 9.5. The DepositInitial Deposit and, if delivered, the Additional Deposit together with all interest earned thereon, is referred to are collectively herein as called the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent Holder by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to SellerSellers. Such amount The Escrow Deposit shall be held by Escrow Agent Holder as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then Agreement and the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and BuyerInstructions. The Escrow Deposit shall be disposed of by Escrow Agent Holder only as provided in this AgreementAgreement and the Escrow Instructions.
Appears in 1 contract
Escrow Deposit. Within three (3) business days after Immediately following the full execution and delivery of this Agreement, Buyer Acquiror shall deliver Six Million Five Hundred Thousand Dollars the Escrowed Shares to the Escrow Agent. The Escrowed Shares will be registered book-entry shares through the Depository Trust Company ($6,500,000DTC) and shall be uncertificated, registered in the nominee name of the Escrow Agent as escrow agent hereunder until such Escrowed Shares are released from the escrow fund (the “DepositEscrow Fund”) (which, for the avoidance of doubt, shall include the Escrowed Shares and the Escrowed Cash, if any) and transferred or delivered to First American Title Insurance CompanyStockholders or Acquiror, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall case may be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions conditions of this Agreement. If Buyer delivers From and after November 12, 2012 (the “Go Hard Notice” Stockholders Release Date”) the Stockholders from time to time may deliver cash to the Escrow Agent to be added to the Escrow Fund in connection with a sale of Escrowed Shares contemplated by Section 3(g), in which case such cash shall be treated as Escrowed Cash, invested and reinvested in accordance with Section 3 and held by the Escrow Agent in accordance with the terms and conditions of this Agreement. In connection with the Stockholders’ initial delivery of cash to the Escrow Agent, the Stockholders shall provide the Escrow Agent with one Business Day’s (as defined below), prior to ) advance written notice; no notice is required for subsequent cash deliveries. During the expiration period that any of the “Due Diligence Period” (as defined below), then Escrowed Shares are held by the Escrow Deposit shall be non-refundable Agent pursuant to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, the Escrow Agent shall send out any proxy notices that it receives to the General Counsel of Lazard Real Estate Partners LLC at 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 and shall vote each Escrowed Share at each meeting of the stockholders of Acquiror, or with respect to each written consent solicited, solely in accordance with the form attached hereto as Exhibit written instructions of Stockholders. During the period that any of the Escrowed Shares are held by the Escrow Agent pursuant to this Agreement, the Escrow Agent shall pay all dividends and distributions made by Acquiror and delivered to the Escrow Agent promptly and directly to the Stockholders pursuant to written instructions from the Stockholders that shall include any applicable pro rata payment percentages for each Stockholder. Similarly, during the period, if any, that the Escrow Agent is holding any Escrow Cash, the Escrow Agent will pay all interest earned on such cash promptly and directly to Stockholders pursuant to written instructions from the Stockholders that shall include any applicable pro rata payment percentages for each Stockholder. Any Escrowed Shares or other equity securities (including securities convertible into shares of Acquiror Stock or other equity securities), if any, issued or distributed by Acquiror or any other entity in respect of the Escrowed Shares following the date hereof, whether pursuant to a spin-off, split-up, stock split, reverse split, stock dividend, reorganization, recapitalization, reclassification, increase or decrease of capital, conversion, consolidation, merger, exchange or other business combination or similar transaction (any such additional securities, “CNew Shares”), shall be recorded added to and become part of the Escrowed Shares, to be held by Seller the Escrow Agent as provided herein. To the extent that the New Shares consist of any securities other than shares of Acquiror Stock, Acquiror and Buyer the Stockholders shall cooperate and work together in good faith to determine what change, if any, may be required to amend the terms of this Agreement to give effect to the inclusion of such New Shares in the official records of the County. At all times that the Deposit is being held escrow created by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.
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Escrow Deposit. Within three two (32) business days after following the full execution and delivery of this AgreementEffective Date, Buyer shall deliver Six Million Five Hundred Thousand Dollars (a $6,500,000) 1,000,000.00 irrevocable letter of credit (the “Deposit”"Deposit L/C") in form reasonably acceptable to First American Seller drawn on a major bank reasonably acceptable to Seller to Fidelity National Title Insurance Company, at its offices at 0000 X. 200 Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx0000, Xxx XxxxXxxxxxx, XxxxxxxxxxXxxxxxx 00000, Attention: Xxxx Xxxxx, Sxxxx X. Xxxxx (which company, in its capacity as escrow holder hereunder, is called “"Escrow Agent”Holder"). Buyer shall at all times keep the Deposit L/C in full force and effect. If Buyer shall fail to renew or extend the Deposit L/C within thirty (30) days of its expiration date (as such expiration date may be extended from time to time), which failure shall not be cured within three (3) business days following delivery of notice from Escrow Holder to Buyer (and in all events not later than five (5) business days prior to its expiration date), Escrow Holder is irrevocably instructed (without further authorization and notwithstanding any objections of Buyer) to draw down such Deposit L/C and to retain the proceeds thereof in escrow hereunder. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars Deposit L/C ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closingproceeds thereof, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check if drawn on a national bank reasonably satisfactory to Seller. Such amount hereunder) shall be held by Escrow Agent Holder as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that in which the Escrow Holder is holding the proceeds of the Deposit is being held by Escrow AgentL/C, the Deposit such proceeds shall be invested by Escrow Agent Holder in the following investments (“"Approved Investments”"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”Seller, or (iviii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit L/C, and any proceeds thereof (including any interest thereon), shall be disposed of by Escrow Agent Holder only as provided in this Agreement.
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Escrow Deposit. Within three five (35) business days after of the full execution -------------- and delivery of this AgreementAgreement by all Parties, Buyer shall deliver Six Million Five will deposit with Xxxx Xxxxxxx & Company, ("Xxxxxxx Money Escrow Agent"), an irrevocable Letter of Credit or cash in the amount of Four Hundred Seventy Thousand and No/100 Dollars ($6,500,000470,000) (the “"Xxxxxxx Money Escrow Deposit”) to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”"). The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Xxxxxxx Money Escrow Deposit shall be applied towards held and disbursed by Xxxxxxx Money Escrow Agent pursuant to the Installment Purchase Price terms of the first closing of any such portion Xxxxxxx Money Escrow Agreement, appended hereto as Exhibit 15.1 ------------ (the "Xxxxxxx Money Escrow Agreement"), which Xxxxxxx Money Escrow Agreement has been entered into by the Seller, Buyer and Xxxxxxx Money Escrow Agent. At closing, the remainder of the Xxxxxxx Money Escrow Deposit shall be applied returned to Buyer. If the Closing does not occur solely because Buyer materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Seller has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, Buyer and Seller shall execute written instructions to the Installment Purchase Price of Xxxxxxx Money Escrow Agent directing it to deliver the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Xxxxxxx Money Escrow Deposit to Seller as liquidated damages, as provided in Section 15.2. If the Closing does not occur because Seller materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder and Buyer has not breached this Agreement or defaulted in the performance of any of its material obligations hereunder, Buyer and Seller shall be delivered execute written instructions to the Xxxxxxx Money Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory directing it to Seller. Such amount shall be held by Escrow Agent as a deposit against deliver the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Xxxxxxx Money Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum Buyer and Buyer may seek specific performance of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this AgreementSection 15.3.
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Escrow Deposit. Within three (3a) business days after the full execution As security for any amounts which may become payable by Seller pursuant to Section 1.5 herein, and delivery of this Agreement(b) as security for Buyer's failure to Close and for Seller to perform its obligations hereunder, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Deposit”) to First American Title Insurance Company, at its offices at 0000 X. deposit with Xxxxx Xxxxxx, Xxx XxxxXxxxxx & Associates, Xxxxxxxxxx0000 Xxxxxxxxx Xx., Attention: Xxxx XxxxxXxxxxx Xxxxxxx, which company, in its capacity as escrow holder hereunder, is called “XX 00000 (the "Escrow Agent”. The Deposit"), together with all interest earned thereon, is referred a sum equal to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars five percent ($1,500,0005%) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”"Escrow Deposit"). The Escrow Deposit shall be delivered to Escrow Agent held and disbursed by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by the Escrow Agent as a deposit against follows:
(i) in the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), event prior to the expiration of the “Due Diligence Period” Release Date (as defined below) any amounts become payable by Seller pursuant to clause (a) above, the Escrow Agent shall disburse such amounts to the extent required to fulfill Seller's obligations thereunder; (ii) six (6) months following the Closing (the "Release Date"), then the Escrow Deposit shall be non-refundable delivered to Buyer, except as expressly provided Seller in this Agreement. Upon delivery partial satisfaction of the Go Hard NoticePurchase Price; PROVIDED, a memorandum of this AgreementHOWEVER, that (iii) in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit event this Agreement is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable terminated pursuant to Seller and BuyerSections 2.3(a)(ii), (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) (other than with respect to Section 7.9 hereof which shall not apply in this case) of this Agreement and in each such other manner as may be reasonably agreed to by Seller and Buyer. The case Buyer is not in default hereunder, the Escrow Deposit shall be disposed of by returned to Buyer; (iv) in the event this Agreement is terminated pursuant to Sections 2.3(a)(ii), (iii) or (v) and in each such case Seller is not in default hereunder, the Escrow Agent only as provided Deposit shall be delivered to Seller; and (v) in this Agreement.the event the Closing does not occur before June 30, 1996 and neither Buyer nor Seller is at fault, the Escrow Deposit shall be returned to Buyer. If the Closing occurs, all accrued interest on the Escrow Deposit up to and including the Closing Date shall be payable to Buyer and all accrued interest on the Escrow Deposit up to and including the Release Date shall be payable to Seller. ARTICLE II
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Samples: Assets Purchase Agreement (Osborn Communications Corp /De/)
Escrow Deposit. Within three (3) business days after the full execution and delivery of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) Tenant has previously deposited into escrow with HSBC Bank USA (the “Deposit”"Escrow Agent") the sum of $10,000,000 (the "Escrow Amount") to First American Title Insurance Company, at its offices at 0000 X. Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, Attention: Xxxx Xxxxx, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price utilized in accordance with the terms of that certain Escrow Agreement made as of April 5, 2001, among Landlord, Tenant and provisions Escrow Agent (the "Escrow Agreement"). Landlord shall reimburse Tenant the Escrow Amount not more than twelve (12) months from and after Tenant's receipt of product approval for human use (the "Approval") of its product "Hemopure" from the United States Food and Drug Administration (the "FDA"). Landlord has delivered to Tenant on the effective date of this Agreement. If Buyer delivers Lease a promissory note in the “Go Hard Notice” (as defined below), prior to the expiration principal amount of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement$10,000,000, in the form attached hereto as Exhibit “C”N, and granted Tenant a second mortgage and security interest in the Premises, in the form attached hereto as Exhibit O, to secure its repayment of the Escrow Amount. Landlord will reimburse to Tenant the sum of $10,000,000 from the sale of tax exempt bonds. Such reimbursement shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): subject (i) United States Treasury obligationsto the allocation of tax-exempt volume cap by the Richland/Sumter empowerment zone, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller required State of South Carolina bond approvals, and Buyer, (iii) to Tenant maintaining Approval during the Bank Term. If such reimbursement is not made to Tenant from the proceeds of America money market fund the sale of tax exempt bonds on or before that invests date which is twelve (12) months from and after the date of Approval, Tenant shall have the right to (i) exercise its rights and remedies as mortgagee and holder of the security interest in U.S. Treasury securities known the Premises and (ii) to apply such outstanding due amount (plus interest thereon) as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in an offset against the Basic Rent due under this AgreementLease.
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Samples: Lease Agreement (Biopure Corp)
Escrow Deposit. Within three ten (310) business calendar days after the full execution and delivery of this AgreementEffective Date (as defined in Section 4.1.1 below), Buyer shall deliver Six Million Five Hundred Thousand Dollars the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($6,500,000) (the “Deposit”500,000.00) to First American Title Insurance Company, Company at its offices at 0000 X. Xxxxx 800 Xxxxxxx Xxxxxx, Xxx XxxxXxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000- Attention: Xxxx XxxxxLxxx Xxxxxxxx; Telephone No. (000) 000-0000, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit” (this amount, together with all interest earned thereon, is are collectively herein called the “Initial Escrow Deposit”). If Buyer does not terminate this Agreement prior to the expiration of the Due Diligence Period (as hereinafter defined), then on or prior to the last day of the Due Diligence Period, Buyer shall deposit an additional Five Hundred Thousand Dollars ($500,000.00) (the “Additional Escrow Deposit”) with Escrow Agent; the Initial Escrow Deposit and, if made, the Additional Escrow Deposit (as hereinafter defined), together with all interest earned thereon, are referred to herein collectively in this Agreement as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount The Escrow Deposit shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Escrow Deposit is being held by the Escrow Agent, the Escrow Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller and Buyer, or (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Hines Real Estate Investment Trust Inc)
Escrow Deposit. Within three (3) business days after the full execution and delivery of this AgreementConcurrently herewith, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) 100,000 (the “"Initial Escrow Deposit”") to First American Chicago Title Insurance Company, at its offices at 0000 X. Xxxxx 1000 Xxxxxxxx Xxxxxx, Xxx XxxxSuite 1200, XxxxxxxxxxDenver, Colorado 80202 , Attention: Xxxx Xxxxx, Mej Exxxxxxxx (which company, in its capacity as escrow holder hereunder, is called “"Escrow Agent”Holder"). The DepositIn addition, together with all interest earned thereonif Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", is referred to herein as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver an additional deposit of $150,000 (the “"Additional Escrow Deposit”") to Escrow Holder. If, pursuant Each deposit to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit be made hereunder shall be applied towards made by Buyer delivering the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered applicable amount to Escrow Agent Holder by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount evidencing good funds and the amounts so deposited shall be held by Escrow Agent Holder as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers As used herein, the “Go Hard Notice” (as defined below), prior to term "Escrow Deposit" shall mean the expiration of the “Due Diligence Period” (as defined below), then the Initial Escrow Deposit and, from and after the deposit thereof, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held by Escrow Holder hereunder. The amounts deposited hereunder shall be non-refundable to Buyer, except held by Escrow Holder as expressly provided a deposit against the Purchase Price in this Agreement. Upon delivery of accordance with the Go Hard Notice, a memorandum terms and provisions of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Escrow Deposit is being held by the Escrow AgentHolder, the Escrow Deposit shall be invested by Escrow Agent Holder in the following investments (“"Approved Investments”"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”Seller, or (iviii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent Holder only as provided in this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Carlyle Real Estate LTD Partnership Xiii)