Escrow Provision. (a) The Deposit has been delivered by Purchaser to Escrow Agent as provided above. The parties agree that the Deposit shall be held by Escrow Agent in escrow and disposed of only in accordance with the provisions of this Section 4.05. Escrow Agent shall have the right to hold the Deposit in escrow in the event of any contested claims by either party relating to the Deposit. The Deposit (including any interest thereon) shall be paid over to the party entitled to receive the Deposit in accordance with this Section 4.05.
(b) Escrow Agent will deliver the Deposit to Seller or Purchaser upon the following conditions:
(i) At the Closing, upon the consummation thereof, Escrow Agent shall deliver the Deposit, including any interest earned thereon, to Seller; or
(ii) Escrow Agent shall deliver the Deposit (including any interest earned thereon) or a portion thereof to Seller and/or Purchaser, as the case may be, upon receipt of written demand therefor, stating that this Agreement is being terminated upon the disbursement of the Deposit in accordance with the terms hereof or that the Closing has not taken place under this Agreement by reason of the failure of any party to comply with its obligations hereunder and therefore the other party is entitled to the Deposit (including any interest earned thereon) or a portion thereof, and in such event, Escrow Agent shall deliver the Deposit (including any interest earned thereon) or a portion thereof to Seller and/or Purchaser, as the case may be; provided, however, that Escrow Agent shall not honor such demand until more than ten (10) days after Escrow Agent has given a copy of such demand to the other party, nor thereafter if Escrow Agent shall have received written notice of objection from such other party in accordance with the provisions of Section 4.05(c).
(c) Upon the filing of a written demand for the Deposit by Purchaser or Seller, pursuant to subsection (ii) of Section 4.05(b), Escrow Agent shall promptly give a copy thereof to the other party. The other party shall have the right to object to such delivery by filing written notice of such objection with Escrow Agent at any time within ten (10) days after the giving of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to such delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly give a copy thereof to the party who filed the written demand. Any notice or copy thereof given pursuant to this paragrap...
Escrow Provision. The Title Company shall establish separate interest-bearing escrow accounts, one for each Exchange Parcels. The Exchange Property Credit shall be held by the Title Company, in trust, in accordance with the following terms and conditions:
(a) The Title Company, shall not be liable to any party for holding the Exchange Property Credit in escrow in accordance with the provisions of this Section 12.13 in the event of any contested claims by either party relating to any Exchange Contract.
Escrow Provision. Applicant agrees to establish and escrow in the initial amount of $ with the Village from which the consultants fees will be paid. The escrow will be separately accounted for, will not bear interest, and will be replenished, if its balance falls below 25% of the initial escrow, upon notification by the Village in increments of up to 50% of the original escrow within 10 days of request by Village. Any additional sums needed to pay the Village's consultants shall be paid prior to final action on the application and issuance of certificates of compliance and certificates of occupancy. The Village may suspend processing the application and any required inspections if there is a deficiency in the escrow. The applicant shall be entitled to examine the escrow billing (unless containing confidential information, which such confidential information shall be redacted) and payment records upon written notice to the village. In the event of a dispute, such dispute shall be governed by the Village Taxpayer Protection Act Local Law No. 6-2012 Paragraph 4. Any unused escrow amounts will be returned to the Applicant within 60 days of final approval or issuance of Certificate of Occupancy or Compliance.
Escrow Provision. Adjustments 2. Claims 3. Disputes/Arbitration
Escrow Provision. In accordance with Rule 15a-4 of the 1940 Act, fees accrued during the term of the Agreement must be held in an interest-bearing escrow account pursuant to the following requirements:
Escrow Provision. 1. The Deposit shall be held by Escrow Agent, in trust, on the terms and conditions hereinafter set forth:
(a The Escrow Agent will deliver the Deposit together with any and all interest accrued thereon to the Seller or the Purchaser, as the case may be, upon the following conditions: (i0 At the Closing, upon the consummation of the Closing contemplated herein, Escrow Agent will deliver the Deposit together with any and all interest accrued thereon, if any, to Seller.
Escrow Provision. 35 Schedule A - Allocable Purchase Prices of Properties and Designations Schedule B-1-18 - Legal Descriptions Schedule C - Form of Surveyor's Certificate Schedule D - Management Agreements Schedule E - Operating Statements Schedule F - FF&E Reserve Amounts PURCHASE, SALE AND EXCHANGE AGREEMENT ------------------------------------- THIS PURCHASE, SALE AND EXCHANGE AGREEMENT is made as of the 26th day of February, 1996, by and between HMH PROPERTIES, INC., a Delaware corporation, as seller (the "Seller") and HOSPITALITY PROPERTIES TRUST, a Maryland real estate ------ investment trust, as purchaser (the "Purchaser"). ---------
Escrow Provision. Oasis shall deposit the source code of the DigiColor2 Chip firmware (the "Source Code") in an escrow account with DSI Technology Escrow Services ("DSI") within 30 days of the effective date of this Agreement, pursuant to a Master Preferred Escrow Agreement in substantially the form of EXHIBIT C to this Agreement, for an annual fee of the greater of $5000 or the actual amount charged by DSI for the escrow (allocated among beneficiaries if more than one), for so long as such escrow account shall remain in effect (pro rated for any final partial year), but no longer than the term of this Agreement. Notwithstanding any language to the contrary contained in the Escrow Agreement among Oasis, Customer and DSI, only the below listed Triggering Events shall entitle Customer to a copy of the Source Code: Oasis becomes unable to pay its debts as such debts become due and payable for a period in excess of ninety (90) days, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or if any proceeding shall be brought by or against Oasis and not dismissed within 90 days, seeking to adjudicate it bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, protection or relief under any law relating to bankruptcy, insolvency, reorganization, relief of debtors, or seeking the appointment of a receiver or trustee under any federal or state law. Upon the occurrence of a Triggering Event, Customer shall have a non-exclusive, non-transferable, non-assignable, perpetual, royalty-free, worldwide license to use and modify the Source Code for the sole purposes of support or enhancement of Customer products that use the Oasis DigiColor family of chips. Oasis agrees to update such deposit of Source Code whenever it makes a new update of the Source Code and makes the associated compiled firmware available to Lexmark as a general firmware release, but not more frequently than every month. This section 4.5 shall survive termination of this Agreement.
Escrow Provision. The Additional Deposit shall be held and controlled, as specified in this Agreement, by Seller's attorneys, Xxxxxxxx, Xxxxxxx & Xxxxxxx (for the purposes hereof, the "Escrow Agent"). It is understood and agreed that the Escrow Agent shall promptly, when collected by it, place the Additional Deposit in an insured interest-bearing account at a bank, trust company or institutional depositary in Boston, Massachusetts. At the closing hereunder, the Additional Deposit will be credited or paid to Seller, and all interest which has been earned on the Additional Deposit shall be credited against the purchase price or paid to Buyer. If the closing does not occur for any reason whatsoever and this Agreement is terminated, then all such interest will be delivered with and paid to the party ultimately receiving the Additional Deposit. The Escrow Agent will have no responsibility to maximize such interest, but only to place the Additional Deposit in an account as provided for herein promptly upon collection thereof by the Escrow Agent. The Escrow Agent will not be liable for any failure of the institution in which the Additional Deposit is being held. It is acknowledged that the Escrow Agent is counsel for Seller, and Buyer agrees that Escrow Agent may continue to act as such counsel notwithstanding its role
Escrow Provision
