Exxxxxx Money. Contemporaneous with Buyer’s execution of this Agreement, Buyer shall post with Bank of New York Trust Company of Florida, N.A., as escrow agent (the “Escrow Agent”), an amount equal to $5,000,000 (the “Exxxxxx Money”), pursuant to the terms of the Escrow Agreement attached hereto as Exhibit A (the “Escrow Agreement”). In the event the Closing occurs, the Exxxxxx Money shall be paid by the Escrow Agent to the Sellers in accordance with Section 2.02(a) and credited against the amount to be paid by Buyer to Sellers pursuant to Section 2.02(a). If the Closing does not occur, the Exxxxxx Money shall be paid by the Escrow Agent to the Partnership or paid by the Escrow Agent to Buyer in accordance with the remaining provisions of this Section 2.07. In the event Buyer breaches this Agreement by failing or refusing to close the transaction contemplated hereby on the Closing Date and each of the conditions contained in Sections 9.01 and 9.02 (other than the condition set forth in Section 9.02(f)) otherwise has been either fulfilled (or was capable of being fulfilled, absent Buyer’s breach, in the case of the condition in Section 9.01(c)), or waived, the Escrow Agent shall pay the Exxxxxx Money to the Partnership as damages. In addition, in the event Buyer does not close solely on account of a failure of the condition in Section 9.02(f) to be satisfied, the Escrow Agent shall pay the Exxxxxx Money to the Partnership as damages. In all other circumstances, including in the event where Buyer terminates this Agreement pursuant to Section 2.05(g), the Exxxxxx Money shall be paid by the Escrow Agent to Buyer. The Exxxxxx Money shall be invested by the Escrow Agent pursuant to the terms of the Escrow Agreement and any investment income thereon shall be payable to Buyer or as otherwise directed by Buyer.
Exxxxxx Money. Within five (5) business days after an election has been made or deemed made under Section 15.1(c), the acquiring Member shall deposit with a mutually acceptable third-party escrow agent a non-refundable exxxxxx money deposit in the amount of two percent (2%) of the amount the selling Member is entitled to receive for its Interest under this Section 15.1, which amount shall be applied to the purchase price at closing. If the acquiring Member should thereafter fail to consummate the transaction for any reason other than a default by the selling Member or a refusal by any lender of the Company (or any Subsidiary of the Company) who has a right under its loan documents to consent to such transfer to so consent, (i) (A) the exxxxxx money deposit shall be distributed from escrow to the selling Member, free of all claims of the acquiring Member, as liquidated damages and constituting the sole and exclusive remedy available to the selling Member because of a default by the acquiring Member or (B) the selling Member may, by delivering to the acquiring Member written notice thereof, elect to buy the acquiring Member’s entire Interest for an amount equal to the amount the acquiring Member would have been entitled to receive if the Company had sold all of its assets for the Valuation Amount and the Company had immediately paid all Company liabilities and Imputed Closing Costs and distributed the net proceeds of the sale to the Members in satisfaction of their Interests pursuant to Section 13.3, in which case, the Closing Date therefor shall be the date specified in the selling Member’s notice, and (ii) if the acquiring Member was the Offeror, the non-refundable exxxxxx money deposit for any future election by the acquiring Member to buy the selling Member’s Interest shall be twenty percent (20%) of the amount the selling Member is entitled to receive for its Interest in connection with such future election.
Exxxxxx Money. (a) Within three (3) business days following the Effective Date, Purchaser shall deposit with Escrow Agent the sum of Fifty Thousand and No/00 Dollars ($50,000.00) by wire transfer of immediately available funds (the "Initial Exxxxxx Money"). On or before the date which is three (3) business days following the expiration of the Inspection Period (as defined in Section 3.2), in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money shall be returned to Purchaser, and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default.
(b) In any event, if Purchaser is entitled to have the Exxxxxx Money returned to Purchaser pursuant to any provision of this Agreement, One Hundred and No/00 Dollars ($100.00) of the Exxxxxx Money shall nevertheless be paid to Seller as good and sufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the Property and performing its due diligence inv...
Exxxxxx Money. Within one (1) business day following the Effective Date, Purchaser will deliver to the Escrow Agent the sum of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) (the “First Deposit”). Within one (1) business day following the expiration of the Study Period, assuming Purchaser has not previously elected to terminate this Agreement, Purchaser shall deliver to the Escrow Agent the additional sum of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) (the “Second Deposit”) (the First Deposit the Second Deposit, if any, and the Extension Deposit, if any, and all interest earned thereon are hereinafter collectively referred to as the “Exxxxxx Money”). The Exxxxxx Money shall be invested by the Escrow Agent in short term interest bearing accounts at banks or other financial institutions, which accounts must be insured by the Federal Deposit Insurance Corporation. All interest earned on such deposits shall belong to the party (as between Seller and Purchaser) who is entitled to receive the Exxxxxx Money under the applicable provisions of this Agreement. In the event the transactions contemplated herein are not closed in accordance with the provisions hereof, the Exxxxxx Money shall be disbursed to either Seller or Purchaser as provided in this Agreement.
Exxxxxx Money. Within 3 business days after receipt of a fully executed copy of this Agreement, Purchaser shall deposit the Initial Exxxxxx Money with the Escrow Agent. Within 3 business days after expiration of the Due Diligence Period, if this Agreement has not theretofore been terminated or deemed terminated, Seller will deposit the Additional Exxxxxx Money with Escrow Agent. The Exxxxxx Money shall be applied to the Purchase Price at Closing. If this Agreement terminates pursuant to any express right of Purchaser or Seller to terminate this Agreement other than as a result of Seller’s default, the Exxxxxx Money shall be refunded to Purchaser immediately upon request, and all further rights and obligations of the parties under this Agreement shall terminate. The Exxxxxx Money shall be held and disbursed by the Escrow Agent pursuant to Article 9 of this Agreement.
Exxxxxx Money. $1,000,000.00, including interest thereon, to be deposited in accordance with Section 3.1 below.
Exxxxxx Money. Buyer will deposit with First American Title Insurance Company of Oregon (the "Escrow Agent") cash or certified funds, as exxxxxx money deposits, in the following amounts (collectively, the "Exxxxxx Money"):
(i) Provided this Agreement has not been previously terminated in accordance with its terms, within three (3) business days after completion of the Audit (as defined below) and the Qualification (as defined below) Buyer will deposit Five Thousand Dollars ($5,000) (the "Initial Deposit") with Escrow Agent. From and after the date of deposit, the Initial Deposit will be part of the Exxxxxx Money for all purposes of this Agreement.
(ii) Provided this Agreement has not been previously terminated in accordance with its terms, within three (3) business days after Funding Milestone #1 (as defined below) is met Buyer will deposit an additional Five Thousand Dollars ($5,000) (the "First Additional Deposit") with Escrow Agent. From and after the date of deposit, the Second Additional Deposit will be part of the Exxxxxx Money for all purposes of this Agreement.
(iii) Provided this Agreement has not been previously terminated in accordance with its terms, within three (3) business days after Funding Milestone #2 (as defined below) is met Buyer will deposit an additional Five Thousand Dollars ($5,000) (the "Second Additional Deposit") with Escrow Agent. From and after the date of deposit, the Second Additional Deposit will be part of the Exxxxxx Money for all purposes of this Agreement. At Closing (as defined below), Buyer will receive a credit against the Purchase Price in the amount of the Exxxxxx Money. Provided this Agreement has not been previously terminated in accordance with its terms, the Exxxxxx Money shall become nonrefundable on the date that Buyer makes the Second Additional Deposit, except as otherwise expressly provided in this Agreement.
Exxxxxx Money. Within three (3) business days after the Effective Date, Purchaser will pay into a strict joint order escrow with Seller at the Title Insurer the sum of $215,000.00 as exxxxxx money (together with any interest earned thereon, the "Exxxxxx Money"). The Exxxxxx Money may be invested by the Title Insurer as Purchaser directs in United States Treasury Bills or a federally insured money market account. Seller and Purchaser shall share equally the cost of the joint order escrow, but Purchaser shall bear the cost of any investment fee charged by the Title Insurer as escrowee. If this Agreement is terminated: (a) by Purchaser before the end of the Review Period in accordance with Article 4 hereof, then, provided Purchaser has complied with its obligations under the fourth grammatical paragraph of Article 4 hereof, the Exxxxxx Money shall be returned to Purchaser; (b) because of a material breach of this Agreement by Seller, then the Exxxxxx Money shall be returned to Purchaser; (c) pursuant to Section 5.4 hereof, then, provided Purchaser has complied with its obligations under the fourth grammatical paragraph of Article 4 hereof, the Exxxxxx Money shall be returned to Purchaser; or (d) pursuant to Section 6.3 hereof, then the Exxxxxx Money shall be returned to Purchaser. Except as provided in the immediately preceding sentence, the Exxxxxx Money shall be paid to the party provided in this Agreement. The Exxxxxx Money shall be applied to the Purchase Price at the Closing.
Exxxxxx Money. Within two (2) Business Days from the Effective Date (as hereinafter defined), Purchaser shall deliver to First American Title Insurance Company (the “Escrow Agent”) the sum of FIVE HUNDRED THOUSAND AND NO/100 Dollars ($500,000.00) in immediately available U.S. funds via wire transfer as exxxxxx money (the “Initial Exxxxxx Money”). Within one (1) business day following the expiration of the Inspection Period, assuming Purchaser has not previously elected to terminate this Agreement, the Purchaser shall deliver to the Escrow Agent the additional sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (the “Additional Exxxxxx Money”) (the Initial Exxxxxx Money and the Additional Exxxxxx Money, if any, and all interest earned thereon are hereinafter collectively referred to as the “Exxxxxx Money”). The Escrow Agent shall deposit the Exxxxxx Money in a fully insured interest-bearing account at a depository selected by the Escrow Agent, with all interest to become part of the Exxxxxx Money. If the purchase and sale of the Property is consummated in accordance with the terms and conditions of this Agreement, then the Exxxxxx Money shall be applied to the Purchase Price at the Closing. In all other events, the Exxxxxx Money shall be disposed of by the Escrow Agent as provided elsewhere in this Agreement.
Exxxxxx Money. Within five Business Days after receipt of a fully executed copy of this Agreement, Purchaser shall deposit $50,000 in good funds with the Escrow Agent as an exxxxxx money deposit (the “First Deposit”). If this Agreement is not terminated under Section 2.2(b), Purchaser shall deposit $150,000 in good funds with the Escrow Agent as an additional exxxxxx money deposit (the “Second Deposit”) before the end of the Due Diligence Period. Upon the expiration of the Due Diligence Period, the Exxxxxx Money becomes nonrefundable to Purchaser, except as otherwise expressly set forth in this Agreement. “Exxxxxx Money” means, collectively, the First Deposit, the Second Deposit once made by Purchaser, and each Extension Deposit (defined in Section 2.4(c)) once made by Purchaser, together with interest on such amounts. The Exxxxxx Money shall be applied to the Purchase Price at Closing. If this Agreement terminates prior to the end of the Operating Agreement Period, the Escrow Agent shall refund the Exxxxxx Money to Purchaser immediately upon request, and all further rights and obligations of the parties under this Agreement shall terminate, except those which by their terms survive any termination of this Agreement. Otherwise, the Escrow Agent shall disburse the Exxxxxx Money to Seller upon the Closing or as otherwise set forth in this Agreement upon the earlier termination of this Agreement. The Escrow Agent shall hold and disburse the Exxxxxx Money in accordance with Article 9 of this Agreement.
