Common use of Opening of Escrow; Deposit Clause in Contracts

Opening of Escrow; Deposit. On the Effective Date, Buyer shall deposit the Deposit in the form of cash or check in an escrow account with the Escrow Agent. If Buyer fails to timely deliver the Deposit to the Escrow Agent, this Agreement shall terminate automatically effective as of 12:01 a.m. Central Time on the next business day and Buyer shall pay Seller damages equal to the amount of the Deposit, which, in light of the difficulty of predicting with certainty the likely damages for Buyer’s breach under this Section 3.1, Buyer and Seller agree and acknowledge that the amount set forth in this Section 3.1 is a reasonable provision for liquidated damages and not a penalty. Seller and Xxxxx hereby instruct Escrow Agent to place the Deposit into an account with no penalty for early withdrawal and to hold and disburse the Deposit pursuant to this Agreement. The Deposit shall be nonrefundable except as otherwise provided in this Agreement. The Deposit shall be applied to the Purchase Price if the Closing occurs. In the event that the Closing does not occur, the Deposit shall be disbursed as provided herein. This provision shall survive the expiration or earlier termination of this Agreement. Further, by their execution hereof, the Parties hereby authorize the Escrow Agent, in the Escrow Agent’s sole and absolute discretion, to file an action of interpleader in the appropriate court of competent jurisdiction and deposit the Deposit with such court, to hold the same until a final determination has been made.