Pre-Closing Escrow Sample Clauses

Pre-Closing Escrow. (a) Upon the execution hereof, the Company shall pay Two Million Dollars ($2,000,000) (the "Pre-Closing Escrow Amount") to American Escrow (the "Pre-Closing Escrow Agent"), and the Pre-Closing Escrow Agent shall hold the Pre-Closing Escrow Amount under the terms of an escrow agreement in the form of Exhibit E hereto (the "Pre-Closing Escrow Agreement").
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Pre-Closing Escrow. Concurrent with the execution and delivery of this Agreement, Purchaser will deposit the sum of $200,000 ("Escrow Fund") with the escrow agent under the terms of the Escrow Agreement acceptable to the Parties. At Closing, the Parties agree to direct escrow agent to pay the Escrow Fund to Sellers. The Escrow Fund will (i) be part of the Purchase Price and (ii) reduce the Cash Payment. If this Agreement is terminated without a Closing, then the Escrow Fund will secure Purchaser's obligations, as manager under the Management Agreement, to remit the Returned Receivables Amount and the Returned Other Receivables Amount and to pay Outstanding Expenses, as those terms are defined in the Management Agreement.
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Pre-Closing Escrow. Buyers, Sellers and PRG agree to deliver and tender to the said Escrow Agent not later than November 30, 2012 all certificates, assignments, transfer orders, bills of sale (if applicable), and/or other documents required hereunder to affect the terms hereof duly executed and, where required, duly notarized. Buyer shall tender to the said Escrow Agent the full Purchase Price as set forth in Section 1.2 A. above, as well as sufficient funds to satisfy the Reimbursement Payments specified in Section 1.2 B. above. All property, documents and funds deposited to Escrow Agent shall be referred to as the “Escrow Property”. Upon proper tender and/or delivery of the Escrow Property by Buyer, Sellers, as well as PRG, at the written instructions of Buyer and PRG, the said Escrow Agent shall cause to be transferred from the Purchase Price so deposited a sum to be confirmed in writing no later than the Closing date by OS TROPICAL, LLC (“OTS”), or its designee, from escrow to OTS, or its designee, in full payment of any and all obligations of PRG and/or other entities, including the entities referred to upon Schedule “B” hereto, in and to that certain Promissory Note executed by PRG and other entities, including the entities referred to on Schedule “B” hereto, to OTS dated September 15, 2009 in the original principal sum of $2,000,000.00 (the “Note”), in exchange for said Note to be marked “PAID” and/or “SATISFIED” by OTS and same be delivered to Escrow Agent. Further, if the said Note is secured, in whole or in part, then OTS shall also deliver such releases, duly executed, of any and all security agreements, financing statements, pledges, mortgages, deeds of trust or other security instruments held by OTS as collateral for payment of the said Note. In addition to the above and not in lieu thereof, upon proper tender and/or delivery of the Escrow Property by Buyer, Sellers, as well as PRG, at the written instructions of Buyer and PRG, the said Escrow Agent shall cause to be transferred from the Purchase Price so deposited a sum to be confirmed in writing no later than the Closing date by OUTBACK STEAKHOUSE, INC. (“OSI”), or its designee, from OSI, or its designee, in full payment of any and all obligations of PRG and/or other entities, including the entities referred to upon Schedule “B” hereto, in and to that certain “tail debt” and or any other financial obligations such that OSI will issue a full and complete release to PRG as to any financial obligations then existi...
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Pre-Closing Escrow. Upon execution of this Agreement, Purchaser has deposited with Escrow Agent the sum of $100,000 by certified or bank check or by wire transfer payable to Escrow Agent. Said amount (the "Pre-Closing Escrow Deposit") shall be held by Escrow Agent in accordance with the terms of the pre-closing escrow agreement ("Pre-Closing Escrow Agreement")substantially in the form annexed hereto as Exhibit "C." As set forth in the Pre-Closing Escrow Agreement, in the event that the transaction contemplated herein is not consummated due solely to a breach by Purchaser of any of its warranties, representations or covenants contained herein, or if Purchaser does not obtain the FINOVA Consent as provided in Section 16 hereof, then the Pre-Closing Escrow Deposit shall be paid by Escrow Agent to Seller and retained by Seller in order to partially compensate Seller for the costs and expenses incurred by Seller in negotiating this Agreement. In the event that the transaction contemplated herein is closed, the parties agree to direct the Escrow Agent at Closing to terminate the Pre-Closing Escrow Agreement and deliver the Pre-Closing Escrow Deposit to Purchaser at Closing, or as otherwise directed by Purchaser.
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Pre-Closing Escrow. 12 3.1 Pre-Closing Escrow.............................................................12
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Pre-Closing Escrow. On the date of this Agreement, Buyer has deposited Five Hundred Thousand Dollars ($500,000) into an escrow account, which shall be governed by the terms of the escrow agreement dated the date hereof by and among Buyer, the Company and the Escrow Agent (the "Pre-Closing Escrow Agreement").
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Pre-Closing Escrow. Section 1.6(c) of the Purchase Agreement ("Pre-Closing Escrow") is hereby modified by requiring the deposit of the Escrow Fund upon entry of the Approval Order.
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Pre-Closing Escrow. Concurrent with the execution and delivery of this Agreement by the parties hereto, the parties to the Escrow Agreement shall have executed and delivered the same; and the Securityholders shall have deposited with the escrow agent under the Escrow Agreement the items described therein, including General Releases, in the form attached hereto as Exhibit E, as executed by each Securityholder, and to be dated as of the Closing Date.
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Related to Pre-Closing Escrow

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Escrow Closing At the election of Selling Lessor or Lessee upon notice to the other party not less than five (5) days prior to the Closing, this sale shall be closed through an escrow with the Title Company, in accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then is use by said company, with such special provisions inserted in the escrow agreement as may be required to conform with this agreement. Upon the creation of such an escrow, anything herein to the contrary notwithstanding, paying of the purchase price and delivery of the deed shall be made through the escrow. The cost of the escrow shall be divided equally between the Selling Lessor and Lessee. If for any reason other than Lessee's default, the transaction fails to close, the Xxxxxxx Money shall be returned to Lessee forthwith.

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Pre-Closing Access Subject to confidentiality obligations and similar restrictions that may be applicable to permitting access to or to information furnished to Seller or any of its Subsidiaries by third parties that may be in Seller’s or any of its Subsidiaries’ possession from time to time, from the date hereof until the Initial Closing Date, Seller shall, and shall cause its Subsidiaries to, (a) give Buyer and its Representatives reasonable access to the offices, properties, books and records of Seller and its Subsidiaries, in each case, to the extent relating to the Business, (b) furnish to Buyer and its Representatives such financial and operating data and other information, in each case, to the extent relating to the Business as such Persons may reasonably request and (c) cause the employees, counsel and financial advisors of Seller and its Subsidiaries to reasonably cooperate with Buyer in its investigation of the Business. Any investigation pursuant to this Section 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or its Subsidiaries, including, in the case of Buyer and its Representatives visiting any Restaurant, at least a twenty-four (24) hour prior notice to Seller and limiting such visits, at Seller’s reasonable discretion, to non-peak business hours at any such location. Notwithstanding the foregoing, (i) Buyer shall not have access to (A) personnel records of the Business Employees relating to individual performance or evaluation records, medical histories or other information which would violate applicable Law or which in Seller’s opinion is sensitive or the disclosure of which could subject Seller or any of its Subsidiaries to risk of Liability, (B) any properties of Seller or its Subsidiaries (whether owned or leased) for purposes of conducting any environmental sampling or testing or any other invasive sampling or testing, (C) any information to the extent relating to any Excluded Asset or Excluded Liability or (D) information relating to the Retained Businesses, and (ii) as and to the extent necessary to avoid contravention or waiver, Seller and its Subsidiaries may withhold any document or information the disclosure of which could reasonably be expect to violate any Contract or any Law or would result in the waiver of any legal privilege or work-product privilege; provided that to the extent practicable, Seller and its Subsidiaries shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of this subclause (ii) apply. Seller shall have the right to have a Representative present at all times during any such inspections, interviews and examinations. Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. Notwithstanding anything to the contrary contained herein, prior to the Initial Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any employees or consultants of, vendors to, or customers of, Seller or its Subsidiaries about the Business, this Agreement or the transactions contemplated hereby.

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Escrow and Closing 8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions.

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

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