Seller Deposit Clause Samples

The Seller Deposit clause requires the seller to provide a specified sum of money as a deposit, typically held in escrow, as part of a transaction agreement. This deposit may be used to demonstrate the seller’s commitment to the deal and can be applied toward the purchase price or forfeited if the seller fails to meet certain obligations. By requiring a seller deposit, the clause helps ensure the seller’s good faith participation and provides the buyer with a measure of security against potential breaches or non-performance by the seller.
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Seller Deposit. Seller will deposit a Three Million and No/100 Dollars ($3,000,000.00) Letter of Credit (“Seller Letter of Credit”) on the date of the first Closing to occur under the Sale Agreements with Escrow Agent. The Seller Letter of Credit shall be held by Escrow Agent pursuant to an Escrow Agreement in the form attached hereto as Exhibit E modified to conform to the terms of this Agreement and as required by Title Company when Title Company holds a letter of credit. The Seller Letter of Credit shall (i) be unconditional and irrevocable, (ii) be in a form reasonably acceptable to Purchaser, (iii) be issued by a financial institution doing business in the United States of America, with offices in Chicago, Illinois and (iv) expire no earlier than March 15, 2006. The cost of issuing and maintaining the Seller Letter of Credit shall be paid by Seller. The Seller Letter of Credit and the proceeds of the Seller Letter of Credit have been provided to assure performance and observance by Seller of all of its closing obligations under the Sale Agreements. Accordingly, in the event of the occurrence of a default under Section 13.1 of this Agreement or any of the other Sale Agreements or in the event that the Seller Letter of Credit will expire within thirty (30) days or less, Purchaser shall have the right to direct Escrow Agent to draw upon the Seller Letter of Credit. All Proceeds received by Escrow Agent shall be retained by Escrow Agent and held or disbursed pursuant to the terms of the Escrow Agreement and this Agreement. At the time of the final Closing of all Properties, including, but not limited to, Substitute Properties under all of the Sale Agreements, the Seller Letter of Credit shall be delivered to Seller. In the event any Closing under any of the Sale Agreements does not occur through no fault of Seller, Seller Letter of Credit shall be returned to Seller.
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Seller Deposit. By delivery, within two (2) business days following the full execution and delivery of this Agreement, of certified funds or wire transfer in the amount of FOUR MILLION AND no/100 DOLLARS ($4,000,000.00) to Seller (the “Seller Deposit”). This sum and all other sums paid by Buyer or the Escrow Agent to Seller under this Agreement (hereinafter referred to as the “Deposit”) shall be held by Seller until termination or consummation of this Agreement.
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Seller Deposit. On or before the later of (i) 30 days after the date hereof and (ii) 5 Business Days after Seller (or its Affiliate) delivers the Seller Lender Consent, if this Agreement has not been terminated in accordance with Article 12 prior to such time, Seller or its Affiliate shall pay an aggregate amount equal to the Deposit Amount to the Escrow Agent pursuant to this Section 5.04 and Section 6.02 of the AG Agreement. If Seller (or its Affiliate) delivers the Seller Lender Consent, Seller shall comply with its obligations under the Seller Lender Consent and shall not agree to any material amendment or modification to the Seller Lender Consent without first consulting with Buyer and, if such amendment, modification or waiver would or would reasonably be expected to adversely affect or delay in any respect Seller’s ability to consummate the Closing, receiving Buyer’s prior written consent.
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Seller Deposit. In order to minimize the risk to Buyer of Seller’s failure to close on the Premises in accordance with this Agreement, Seller has agreed to post a deposit (the “Seller Deposit”) in the form of a letter of credit in the amount of Three Million Dollars and 00/100 ($3,000,000.00) issued by KeyBank in a form reasonably acceptable to Buyer (the “LOC”). The LOC shall be delivered by Seller to Buyer on or before October 25, 2010. Seller and Buyer agree that it would be impracticable and extremely difficult to ascertain the amount of actual damages caused by a failure of the Seller to perform its obligations under this Agreement. Consequently, Seller and Buyer agree that, in the event Seller defaults in its obligations under this Agreement beyond any further applicable grace period, Buyer shall be entitled to draw on the LOC and retain the Seller Deposit as liquidated damages for such Seller default hereunder. Seller and Buyer agree that this liquidated damages provision represents reasonable compensation for the loss which would be incurred by Buyer due to its inability to purchase the Premises contemplated by this Agreement as a result of a default by Seller hereunder. Seller further agrees that nothing in this Section 3(c) shall limit the Buyer’s right to obtain specific performance of the Seller’s obligation hereunder as an alternative remedy.
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Related to Seller Deposit

  • 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 ▇▇▇▇▇▇▇ 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.

  • BIDDING DEPOSIT Subject to Clause 5.1 below, all intending bidders shall deposit with the Auctioneer, prior to the auction sale, a bank draft or cashier’s order drawn in favour of AmBank (M) Berhad for the a/c of IKHMAS JAYA SDN BHD, a Bidding Deposit equivalent to ten per cent (10%) of the Reserve Price or a minimum of RM2,000.00 whichever is higher. Online Bidders are subject to the provisions of Clause(s) 2.4, 2.5 and 2.6 of the Terms and Conditions on ▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.▇▇ for the manner of payment of the deposit.

  • Indemnity Escrow As a remedy for the indemnity set forth in Article VII, at the Closing, Parent shall deposit with the Escrow Agent 7.5% of the Transaction Shares (the “Escrowed Indemnity Shares”), comprised of Escrowed Earnout Shares (including First Target Shares, Second Target Shares and Third Target Shares) and Transaction Shares that are not Escrowed Earnout Shares to be held in a separate escrow account and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, all in accordance with Article VII hereof and the terms and conditions of the Escrow Agreement. On the fifth Business Day following the date (the “Indemnity Escrow Termination Date”) that is fifteen (15) months from the Closing Date, the Escrow Agent shall release the Escrowed Indemnity Shares, less any of such shares applied in satisfaction of a claim for indemnification and any of such shares related to a claim for indemnification that is then unresolved. Upon such release, Escrowed Indemnity Shares that constitute Transaction Shares shall be delivered to the Company Stockholders in accordance with Section 2.6(c) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered in accordance with the preceding sentence.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.