Purchaser’s Deposit. In order to secure Purchaser's performance hereunder, including, without limitation, its obligation to pay liquidated damages as provided in Section 10.2, Purchaser has heretofore provided, or will provide immediately upon the execution and delivery of this Agreement, a Two Million Three Hundred Ninety-One Thousand Nine Hundred Fifty Dollars ($2,391,950) cash deposit (said deposit is herein referred to as the "Deposit") to the Escrow Agent. The Escrow Agent shall hold and disburse the Deposit pursuant to the terms of the Escrow Agreement entered into among Seller, Purchaser and Escrow Agent of even date herewith, a true copy of which is attached hereto as Schedule P (the "Escrow Agreement"). If Purchaser defaults on its obligations hereunder such that Seller becomes entitled to the $2,391,950 liquidated damages as provided in Section 10.2, Seller shall be immediately entitled to the entire ($2,391,950) Deposit as such liquidated damages. If Purchaser elects to terminate this Agreement in respect of a Property pursuant to Sections 2.3, 2.4, 2.5, 2.7 or 8.4, or if Seller elects to terminate this Agreement pursuant to the provisions of Section 3.5 or 3.6, or if either party elects to terminate this Agreement pursuant to Section 3.1, Purchaser shall be entitled to the prompt return of the portion of the Deposit allocable to the affected Property (as provided below) and the parties shall so direct the Escrow Agent to pay such portion to Purchaser and thereupon shall have no further obligations hereunder in respect of such Property except any obligations which expressly survive a termination of this Agreement. In the event Seller becomes entitled to the Deposit hereunder, the Escrow Agent shall promptly disburse the Deposit to Seller in the manner provided for in the Escrow Agreement. The Deposit shall be held by Escrow Agent in an interest-bearing account and Escrow Agent shall be authorized to deliver the interest accrued thereon from time to time to Purchaser. Upon the occurrence of Closing in respect of a given Property, the Escrow Agent shall return to the Purchaser that portion of the Deposit allocable to the Property being closed upon. For purposes hereof, the Deposit shall be allocated among the Properties as follows: Residence Inn, Mira Mesa, California, $771,150; Residence Inn, Merrifield, Virginia, $940,800; TownePlace Suites, Newark, California, $680,000. Any portion of the Deposit not applied to liquidated damages and/or reasonable attorneys' fees a...
Purchaser’s Deposit. Provided that this Agreement shall not by then have been terminated in accordance with its terms by either the Seller or the Purchaser for any reason, the Purchaser shall on May 30, 2002 make a deposit (the "Purchaser's Deposit") in the form of a certified check payable to the order of Lazard Freres & Co. LLC, as agent for the Seller, or other immediately available funds, in the amount of Three Million Dollars ($3,000,000). The Purchaser's Deposit shall be held in an interest-bearing escrow account and, together with interest thereon, shall be applied at the Closing against the Unadjusted Cash Purchase Price if the Closing shall take place in accordance with this Agreement. If the Closing shall not take place for any reason other than a termination by the Seller in accordance with Section 7.1(b), the Purchaser's Deposit, together with interest earned thereon, shall be returned to the Purchaser within two days following the earlier of either: (A) June 20, 2002 (or July 20, 2002 if such date has been extended in accordance with Section 7.1(g)) if by such date (or such extended date) the Bankruptcy Court shall not have entered the Section 363/365 Order in favor of the Purchaser, (B) the date on which this Agreement is terminated for any reason by either the Seller or the Purchaser in accordance with this Agreement (other than a termination by the Seller in accordance with Section 7.1(b)), or (C) October 15, 2002, provided that the Purchaser is not then in material breach of this Agreement after the Purchaser has received not less than 30 days prior written notice from the Seller of such breach. If this Agreement shall be terminated by the Seller in accordance with Section 7.1(b), the Purchaser's Deposit, together with interest earned thereon, shall promptly be delivered to the Seller and, notwithstanding any provision of Section 7.2 to the contrary, the receipt by the Seller of the Purchaser's Deposit shall constitute the Seller's sole remedy for (and such amount shall constitute liquidated damages in respect of) any breach by the Purchaser of this Agreement (other than a breach by the Purchaser of its obligations pursuant to Section 8.8 and the Confidentiality Agreement).
2. Section 7.1(d) of the Acquisition Agreement is hereby amended to read as follows:
(d) by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein) at or prior to the Due Diligence Expiration Da...
Purchaser’s Deposit. (a) The Seller hereby acknowledges receipt of a good faith deposit in the amount of $600,000 representing 10% of the cash portion of the Purchase Price (the “Purchaser’s Deposit”) by electronic transfer of immediately available good funds. The Purchaser’s Deposit shall be held in escrow by the Escrow Agent in accordance with the terms of the Deposit Escrow Agreement.
(b) Without limiting the rights of the parties hereunder, and subject to terms of the Deposit Escrow Agreement: (i) if this Agreement is terminated by the Seller or the Purchaser for any of the reasons set forth in Section 8.01(a), (b), (d) or (e) hereof, then the Purchaser’s Deposit, plus any accrued interest thereon, shall be returned to the Purchaser; (ii) if this Agreement is terminated by the Seller for the reason set forth in Section 8.01(c), then the Seller shall be entitled to retain the Purchaser’s Deposit as liquidated damages, plus any accrued interest thereon; and (iii) at the Closing, the Purchaser shall cause the Escrow Agent to transfer to the Purchase Price Bank Account the Purchaser’s Deposit, plus any accrued interest thereon.
Purchaser’s Deposit. 33 SECTION 11. MISCELLANEOUS.............................................34 11.1
Purchaser’s Deposit. On the date hereof, the Purchaser shall make a good faith, earnest deposit in the form of a certified check (or other form acceptxxxx xx the Sellers in their sole discretion) payable to the Escrow Agent to be held pursuant to the terms of this Agreement and the Escrow Agreement in the amount equal to $2,800,000 (the "Purchaser's Deposit").
Purchaser’s Deposit. In order to secure Purchaser's performance hereunder, including, without limitation, its obligation to pay liquidated damages as provided in Section 10.2, Purchaser has heretofore provided a Five Million Dollar ($5,000,000) deposit by delivering to MI an irrevocable and unconditional letter of credit satisfying the requirements hereof in an amount equal to $5,000,000 (said $5 Million deposit is herein referred to as the "Deposit"). The Escrow Agent shall hold and disburse that portion of the Deposit received by it pursuant to the terms of the Escrow Agreement entered into among MI, CNL and Escrow Agent of even date herewith, a true copy of which is attached hereto as Schedule P (the "Escrow Agreement").
Purchaser’s Deposit. On or about May 25, 2004 and May 26, 2004, the Purchaser made an initial good faith deposit in the form of a certified check (or other form acceptable to the Sellers in its sole discretion) payable to the Sellers in an amount equal to $50,000 (the “Purchaser’s Deposit ”).
Purchaser’s Deposit. (a) Prior to the execution and delivery of this Agreement by the Purchaser (time being of the essence), the Purchaser and/or Parent delivered to Bxxxxx Sxxxxxxxx, P.A., as escrow agent (the “Escrow Agent”), a cxxx xxxxxxx money deposit in the amount of Four Million Dollars ($4,000,000) (the “Deposit”) in accordance with the Bidding Procedures Order.
(b) The Deposit shall be credited against the Purchase Price in accordance with Section 3.1(a).
Purchaser’s Deposit. On the Contract Date, Purchaser shall deliver to Sellers One Million and 00/100 ($1,000,000.00) Dollars which shall be credited to the Purchase Price at Closing. On or before the last day of the Feasibiity Period, Purchaser shall (unless the Agreement is terminated by Purchaser on or before that date), deliver to First American Title Insurance Company, as escrow agent (the “Escrow Agent”) Four Million and 00/100 ($4,000,000.00) Dollars (which, along with any interest earned thereon, is hereinafter referred to as the “Purchaser’s Deposit”). If Purchaser does not deliver the Purchaser’s Deposit to the Escrow Agent prior to the last day of the Feasibility Period, Seller shall have the right to terminate this Agreement by giving written notice to Purchaser, and neither party shall then have any further liability to the other under this Agreement except as otherwise specifically provided herein. The Escrow Agent shall hold the Purchaser’s Deposit in accordance with escrow instructions executed by Sellers, Purchaser and the Escrow Agent (the “Escrow Instructions”) substantially in the form attached hereto as Exhibit E.
Purchaser’s Deposit. (a) Within two (2) business days after the execution and delivery of this Agreement by Sellers and the Purchaser (time being of the essence), the Purchaser shall deliver to Sellers’ counsel, Bxxxxx Sxxxxxxxx, P.A., as escrow agent (the “Escrow Agent”), a cxxx xxxxxxx money deposit in the amount of Five Hundred Thousand Dollars ($500,000) (the “Initial Deposit”).
(b) Within two (2) business days after the Bidding Procedures Order is issued or entered by the Bankruptcy Court (time being of the essence), the Purchaser shall deliver to the Escrow Agent an additional cxxx xxxxxxx money deposit (the “Additional Deposit”) in the amount of the excess of (i) fifteen percent (15%) of the Cash Balance LESS (ii) the amount of the Initial Deposit and, if the Purchaser or its designee is the DIP Lender, LESS the principal amount of the DIP Loan. The Initial Deposit and the Additional Deposit are collectively called the “Deposit.” The Deposit shall be non-refundable to the Purchaser for all purposes, except as expressly set forth in Section 4.4, Section 4.6 or Section 4.7.
(c) Notwithstanding anything to the contrary set forth in this Agreement or otherwise, the Deposit shall be delivered to the Purchaser in the event the Bidding Procedures Order fails to be issued by the Bankruptcy Court on or before the Bidding Procedures Issuance Deadline (hereinafter defined). If the Bidding Procedures Order is issued by the Bankruptcy Court on or before the Bidding Procedures Issuance Deadline, then, Section 4.6 and Section 4.7 shall govern the disposition of the Deposit.
