Notice of Objection. Upon receipt of a written demand from the Seller or the Purchaser under Section 15.1(b) or (c) or 15.2(b), (c) or (d) the Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, the other party may object to delivery of the Deposit or the Sprint Lease Amendment, as applicable, to the party making such demand by giving a notice of objection (a "Notice of Objection") to the Escrow Agent. If such Notice of Objection is not given within such ten day period then the right to object to delivery of the Deposit or the Sprint Lease Amendment, as applicable, shall be deemed waived. After receiving a Notice of Objection, Escrow Agent shall send a copy of such Notice of Objection to the party who made the demand; and thereafter, in its sole and absolute discretion, the Escrow Agent may elect either (i) to continue to hold the Deposit or the Sprint Lease Amendment, as applicable, until the Escrow Agent receives a written agreement of the Purchaser and the Seller directing the disbursement of the Deposit or the Sprint Lease Amendment, as applicable, in which event the Escrow Agent shall disburse the Deposit or the Sprint Lease Amendment, as applicable, in accordance with such agreement; and/or (ii) to take any and all actions as the Escrow Agent deems necessary or desirable, in its sole and absolute discretion, to discharge and terminate its duties under this Agreement, including, without limitation, depositing the Deposit and/or the Sprint Lease Amendment into any court of competent jurisdiction and bringing any action of interpleader or any other proceeding; and/or (iii) in the event of any litigation between the Seller and the Purchaser, to deposit the Deposit and/or the Sprint Lease Amendment with the clerk of the court in which such litigation is pending.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Witter Dean Realty Income Partnership Iv L P), Purchase and Sale Agreement (Dean Witter Realty Income Partnership Iii Lp)
Notice of Objection. Upon receipt of a written demand from the Seller Sellers or the Purchaser under Section 15.1(b16.1(b) or (c) or 15.2(b), (c) or (d) the Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit or the Sprint Lease Amendment, as applicable, Fund to the party making such demand by giving a notice of objection (a "Notice of Objection") to the Escrow Agent. If such Notice of Objection is not given within such ten day period then the right to object to delivery of the Deposit or the Sprint Lease Amendment, as applicable, shall be deemed waived. After receiving a Notice of Objection, Escrow Agent shall send a copy of such Notice of Objection to the party who made the demand; and thereafter, in its sole and absolute discretion, the Escrow Agent may elect either (i) to continue to hold the Deposit or the Sprint Lease Amendment, as applicable, Fund until the Escrow Agent receives a written agreement of the Purchaser and the Seller Sellers directing the disbursement of the Deposit or the Sprint Lease Amendment, as applicableFund, in which event the Escrow Agent shall disburse the Deposit or the Sprint Lease Amendment, as applicable, Fund in accordance with such agreement; and/or (ii) to take any and all actions as the Escrow Agent deems necessary or desirable, in its sole and absolute discretion, to discharge and terminate its duties under this Agreement, including, without limitation, depositing the Deposit and/or the Sprint Lease Amendment Fund into any court of competent jurisdiction and bringing any action of interpleader or any other proceeding, provided, that the Escrow Agent shall not distribute the Fund to the Purchaser or the Sellers following receipt of a Notice of Objection without further direction from both the Purchaser and the Sellers, or from a court of competent jurisdiction; and/or (iii) in the event of any litigation between the Seller Sellers and the Purchaser, to deposit the Deposit and/or the Sprint Lease Amendment Fund with the clerk of the court in which such litigation is pending.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Dean Witter Realty Yield Plus L P), Purchase and Sale Agreement (Dean Witter Realty Income Partnership Iii Lp)
Notice of Objection. Upon receipt of a written demand from the Seller or the Purchaser Buyer under Section 15.1(b) 36.2.2 or (c) or 15.2(b)36.2.3 hereof, (c) or (d) the Escrow Agent Holder shall send a copy of such demand to the other party. Within ten (10) business days after the date of receiving samereceipt thereof, but not thereafter, the other party may object to delivery of the Deposit or the Sprint Lease Amendment, as applicable, to the party making such demand by giving a notice of objection (a "Notice of Objection") to the Escrow Agent. If such Notice of Objection is not given within such ten day period then the right to object to delivery of the Deposit or the Sprint Lease Amendment, as applicable, shall be deemed waivedHolder. After receiving a Notice of Objection, Escrow Agent Holder shall send a copy of such Notice of Objection to the party who made the demand; and thereafter, in its sole and absolute discretion, the Escrow Agent Holder may elect either (i) to continue to hold the Deposit or until Escrow Holder receives joint written instructions from Seller and Buyer directing the Sprint Lease Amendment, as applicable, until the Escrow Agent receives a written agreement release of the Purchaser and the Seller directing the disbursement of the Deposit or the Sprint Lease Amendment, as applicableDeposit, in which event the Escrow Agent Holder shall disburse release the Deposit or the Sprint Lease Amendment, as applicable, in accordance with such agreementjoint instructions; and/or (ii) to take any and all actions as the Escrow Agent Holder deems necessary or desirable, in its sole and absolute good faith discretion, to discharge and terminate its duties under this Agreement, Agreement including, without limitation, depositing the Deposit and/or the Sprint Lease Amendment into with any court of competent jurisdiction and bringing any an action of interpleader or any other appropriate proceeding; and/or (iii) in the event of any litigation between the Seller and the PurchaserBuyer, to deposit the Deposit and/or the Sprint Lease Amendment with the clerk of the court in which such litigation is pending. In no event shall the Deposit be delivered to the demanding party in the event a Notice of Objection is served by the other party until such joint instructions are received, or the Escrow Holder is so directed by a final, non-appealable order of a court of competent jurisdiction. If Escrow Holder is uncertain for any reason whatsoever as to its duties or rights hereunder (and whether or not Escrow Holder has received any written demand under Section 36.2.2 or 36.2.3 hereof, or Notice of Objection under Section 36.3 hereof), then, notwithstanding anything herein to the contrary, Escrow Holder may hold and apply the Deposit pursuant to clause (i), (ii) or (iii) of Section 36.3 hereof, and may decline to take any other action whatsoever. In the event the Deposit is deposited in a court by Escrow Holder pursuant to clause (ii) or (iii) of Section 36.3 hereof, then Escrow Holder shall be entitled to rely on the decision of such court. In the event of any dispute whatsoever among the parties with respect to disposition of the Deposit, Buyer and Seller shall pay the reasonable attorneys' fees and costs incurred by Escrow Holder (whether paid to retained attorneys or representing the fair value of legal services rendered to itself) in any litigation in which Escrow Holder is named or becomes a party, or in any interpleader or other appropriate action or proceeding instituted by Escrow Holder pursuant to clause (ii) of Section 36.3 hereof, or in depositing the Deposit pursuant to clause (ii) or (iii) of Section 36.3 hereof. Seller and Buyer shall be jointly and severally liable to Escrow Holder for the payment of such fees and costs but, as between Buyer and Seller, the non-prevailing party in such litigation, action or proceeding shall pay such fees and costs of Escrow Holder, and shall also pay the reasonable attorneys' fees and costs of the prevailing party.
Appears in 1 contract
Notice of Objection. Upon receipt of a written demand from the Seller or the Purchaser under Section 15.1(b) or If: (c) or 15.2(b), (c) or (di) the Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, the other party may object to delivery of the Deposit or the Sprint Lease Amendment, as applicable, to the party making such demand by giving have received a notice of objection as provided for in Section 7.3 within the time therein prescribed; or (a "Notice of Objection"ii) to any other disagreement or dispute shall arise between the Escrow Agent. If such Notice of Objection is Parties hereto and/or any other Persons resulting in adverse claims and demands being made for the Deposit (or any part thereof), whether or not given within such ten day period litigation has been instituted, then the right to object to delivery of the Deposit or the Sprint Lease Amendment, as applicable, shall be deemed waived. After receiving a Notice of Objection, Escrow Agent shall send a copy of such Notice of Objection refuse to the party who made the demand; comply with any claims or demands on it and thereafter, in its sole and absolute discretion, the Escrow Agent may elect either (i) to continue to hold the Deposit or the Sprint Lease Amendment, as applicable, until the Escrow Agent receives either: (x) a written agreement of the Purchaser notice signed by both Seller and the Seller Buyers directing the disbursement of the Deposit Deposit; or (y) a final order of a court of competent jurisdiction, entered in a proceeding in which Seller and Buyers are named as parties, directing the Sprint Lease Amendment, as applicabledisbursement of the Deposit, in either of which event events the Escrow Agent shall then disburse the Deposit or the Sprint Lease Amendment, as applicable, in accordance with said direction. The Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such agreement; and/or claims or demands until and unless it has received a direction of the nature described in clause (iix) to take any and all actions as or clause (y) of this Section 7.4. Notwithstanding the foregoing provisions of this Article or otherwise, the Escrow Agent deems necessary shall have the following rights: (1) if the Escrow Agent shall have received a written notice signed by either Seller or desirable, in its sole Buyers advising that a litigation between Seller and absolute discretion, Buyers over entitlement to discharge and terminate its duties under this Agreement, including, without limitation, depositing the Deposit and/or has been commenced, the Sprint Lease Amendment into any court of competent jurisdiction and bringing any action of interpleader or any other proceeding; and/or (iii) in the event of any litigation between the Escrow Agent may, on notice to Seller and the PurchaserBuyers, to deposit the Deposit and/or the Sprint Lease Amendment with the clerk of the court in which such said litigation is pending; or (2) the Escrow Agent may, on notice to Seller and Buyers, take such affirmative steps as it may, at its option, elect in order to terminate its duties as escrow agent, including, without limitation, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Buyers is the losing party.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Gramercy Property Trust Inc.)
Notice of Objection. Upon receipt (a) Within two (2) business days following delivery to Escrow Agent of a written demand from Seller's Demand for Deposit or Buyer's Demand for Deposit, as the Seller or the Purchaser under Section 15.1(b) or (c) or 15.2(b)case may be, (c) or (d) the Escrow Agent shall send deliver a copy of such demand thereof to the other partyparty as provided in this Section 10. Within ten (10) days after the date of receiving same, the The other party may shall have the right to object to the delivery of the Deposit or the Sprint Lease Amendment, as applicable, to the party making such demand by giving a sending written notice of objection (hereinafter called a "Notice of ObjectionNOTICE OF OBJECTION") of such objection to the Escrow Agent. If , which Notice of Objection shall be deemed null and void and ineffective if such Notice of Objection is not given received by the Escrow Agent within such ten day period then the right time periods prescribed in Section 10.3 above. Such notice shall set forth the basis for objecting to object to the delivery of the Deposit or the Sprint Lease Amendment, as applicable, shall be deemed waivedDeposit. After receiving Upon receipt of a Notice of Objection, the Escrow Agent shall promptly send a copy of such Notice of Objection thereof to the party who made sent the demand; and thereafter, Demand for Deposit.
(b) In the event the Escrow Agent shall have received a Notice of Objection within the time period prescribed in its sole and absolute discretionSection 10.4(a), the Escrow Agent may elect either shall (i) to continue to hold the Deposit or the Sprint Lease Amendment, as applicable, until the Escrow Agent receives a has received written agreement of the Purchaser notice from both Seller and the Seller Buyer directing the disbursement of the Deposit or the Sprint Lease Amendment, as applicableDeposit, in which event case the Escrow Agent shall then disburse the Deposit or the Sprint Lease Amendment, as applicable, in accordance with such agreement; and/or direction, or (ii) to take any and all actions as the Escrow Agent deems necessary or desirable, in its sole and absolute discretion, to discharge and terminate its duties under this Agreement, including, without limitation, depositing the Deposit and/or the Sprint Lease Amendment into any court of competent jurisdiction and bringing any action of interpleader or any other proceeding; and/or (iii) in the event of any litigation between the Seller and the PurchaserBuyer, to deposit deliver the Deposit and/or the Sprint Lease Amendment with to the clerk of the court in which such said litigation is pending, or (iii) take such affirmative steps as the Escrow Agent may, at the Escrow Agent's option, elect in order to terminate the Escrow Agent's duties including, but not limited to, depositing the Deposit in any court which the Escrow Agent shall select in Connecticut, and commencing an action for interpleader, the costs thereof to be borne by whichever of SelLer or Buyer is the losing party.
Appears in 1 contract
Samples: Option and Escrow Agreement (Rattlesnake Holding Co Inc)