General Escrow Provisions. The obligations and rights of the Escrow Company under this Agreement shall be subject to the following terms and conditions:
(a) The duties and obligations of Escrow Company shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be implied against Escrow Company. Further, Escrow Company shall be under no obligation to refer to any other document between or among Purchaser and Seller referred to in or related to this Agreement, unless Escrow Company is provided with a copy of such document and consents thereto in writing.
(b) Escrow Company shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by Escrow Company in good faith, or for any mistake of fact or law, or for anything which Escrow Company may do or refrain from doing in connection herewith, unless caused by or arising out of Escrow Company’s actual and intentional misconduct or gross negligence.
(c) Escrow Company shall be entitled to rely, and shall be protected in acting in reliance, upon any writing furnished to Escrow Company by either Purchaser or Seller and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to Escrow Company. Escrow Company may rely on any affidavit of either Purchaser or Seller or any other person as to the existence of any facts stated therein to be known by the affiant.
(d) If Seller shall become entitled to retain or receive the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Seller together with all interest earned thereon and if Purchaser shall become entitled to a return of the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Purchaser, including all interest earned thereon; provided, however, that no disbursement pursuant to this subsection shall be made by Escrow Company until the third (3rd) Business Day following the receipt or deemed receipt of notice by Seller and Purchaser from Escrow Company of its intention to so disburse, and disbursement made by Escrow Company after the passage of such three (3) Business Day period shall relieve Escrow Company from all liability in connection with such disbursement unless such disbursement is proscribed by order of a court of competent jurisdiction or objected to in writing by Seller or Purchaser. If such disbursement is objected to in writing by Seller or Purch...
General Escrow Provisions. Buyer and Seller agree to open an escrow in accordance with this Agreement at First American Title Insurance Company, National Commercial Services, 00000 Xxx Xxxxxx Xxx., Suite 600, Irvine CA 92612 ("Escrow Agent"). The escrow shall be deemed open upon the delivery of a fully-executed copy of this Agreement to Escrow Agent (the “Opening of Escrow”). The “Close of Escrow” or “Closing” shall mean and refer to (i) Seller’s receipt of the Purchase Price (ii) transfer and conveyance of the Real Property to Buyer by Grant Deed. This Agreement constitutes the joint escrow instructions of Buyer and Seller, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts reasonably necessary to close this escrow in the shortest possible time, but in no event later than two (2) days after the expiration of the Due Diligence Period, (the “Outside Closing Date”), provided, however, that the Outside Closing Date shall be extended as necessary to accommodate any corrective action (e.g., casualty) or notice period (e.g., condemnation) as provided in the Agreement. Seller shall, on or before the Closing, deliver to Escrow Agent a fully-executed and notarized original of the Grant Deed, in form reasonably approved by Buyer. Buyer agrees to deposit the Additional Deposit of the Purchase Price and related escrow fees and charges, less applicable deposits if any, upon demand of Escrow Agent on the Closing Date. Buyer and Seller each agree to deposit with Escrow Agent any additional instruments and funds as may be reasonably necessary to complete this transaction.
General Escrow Provisions. In the holding of the Deposit and its maintenance of the Project Operating Account, the Agency shall have and exercise the obligations of a fiduciary to the Redeveloper and shall hold in trust any and all monies deposited with it, to be used only in the manner and for the purposes set forth in this Agreement. If any Party at any time makes a written demand upon the Agency for release and payment of any monies on deposit in the Project Operating Account, other than requests for disbursements therefrom in the ordinary course of the operation of the Project in accordance with Article XX, or if at any time the Agency proposes to expend or disburse any such monies in any manner which is not in accordance with the terms of this Agreement, the Agency shall give written notice to the other Parties of such demand or proposal. If the Agency does not receive a written objection to the proposed payment from any of the other Parties within ten (10) Business Days after the giving by the Agency of such notice, the Agency is hereby authorized to make such payment. If the Agency receives a written objection within said ten (10) Business Day period, or if, for any other reason, the Agency in good faith shall elect not to make such payment, the Agency shall continue to hold the monies so entrusted to it until otherwise directed by written instructions from the Parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Agency shall have the right at any time to deposit all of the monies held by it, or such portion thereof as may be in dispute, and interest thereon, if any, with the any court of competent jurisdiction. The Agency shall give written notice of such deposit to all other Parties to this Agreement and upon such deposit the Agency shall be relieved and discharged of all further escrow obligations and responsibilities hereunder with respect to the monies so deposited.
General Escrow Provisions. Escrow Holder shall deliver the Owner’s Title Policy to the Buyer and instruct the Fresno County Recorder to mail the Grant Deed to Buyer at the address set forth in Section 14 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Fresno County, California, and may be disbursed to any other general escrow account or accounts. All disbursements shall be according to that party's instructions.
General Escrow Provisions. (i) Alcatel shall only distribute the Product pursuant to the terms of an end user license agreement that is at least as protective of Supplier, the Product and the intellectual property rights in the Product as the current Supplier end user license agreement attached hereto as exhibit 10.2, (such restriction to remain in force only until such time as Supplier is wound up),
(ii) Supplier will provide to Alcatel on a quarterly basis its limited financial information sufficient for Alcatel to reasonably assess whether Supplier is in financial distress that may likely lead them to file, or likely consent by answer or otherwise to the filing against Supplier of, a petition for relief or reorganization or liquidation (in connection with a bankruptcy or insolvency proceeding) or is likely to take advantage of any bankruptcy or insolvency law of any jurisdiction.
(iii) Prior to Supplier filing for bankruptcy, Supplier will notify Alcatel and Supplier will authorize Escrow Agent to release to Alcatel First
General Escrow Provisions. The obligations and rights of the Escrow Company under this Agreement shall be subject to the following terms and conditions:
General Escrow Provisions. The obligations and rights of the Escrow Holder under this Agreement shall be subject to the following terms and conditions:
General Escrow Provisions. Escrow Holder shall deliver the Title Policy to the Buyer and instruct the San Bernardino County Recorder to mail the Grant Deed to Buyer at the address set forth in Section 14.5 after recordation. On behalf of the Buyer, Escrow Holder shall file with the San Bernardino County Auditor’s Office, Property Tax Division, a Request for Property Tax Exemption effective upon Close of Escrow. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in San Bernardino County, California, and may be disbursed to any other general escrow account or accounts. All disbursements shall be made by Escrow Holder's check. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document.
General Escrow Provisions. 44 HOTEL PURCHASE AND SALE AGREEMENT THIS HOTEL PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is made this 5th day of November, 2004, by and between Boykin Chicago L.L.C., a Delaware limited liability company ("SELLER"), xxd The Falor Companies, Inc., an Illinois corporation ("PURCHASER").
General Escrow Provisions. Any obligation stated to be an obligation of the Company in this schedule 11 shall, prior to Completion be deemed to be an obligation of the Sellers to procure compliance by the Company of such obligation and immediately following Completion be deemed to be an obligation of the Buyer to procure compliance by the Company of such obligation .
1 If there is any conflict between the provisions of this Agreement and the provisions of the Escrow Agreement the Buyer and the Warrantors agree that as between themselves the provisions of this Agreement shall prevail.
2 The Warrantors, the Buyer and the Company shall ensure that all rights to the Retention Account remain free from any Security Interest except as set out in this Schedule 11 or otherwise pursuant to this Agreement, the Put Option Sale Agreement or the Escrow Agreement. 3 The costs of the Escrow Agent relating to opening, closure and operation of the Retention Account shall be borne by the Buyer.
