Treatment of Deposit. The Deposit shall be paid to Sellers upon cancellation of the Escrow as a result of a Buyer Default. The Deposit shall be returned to Buyer upon cancellation of the Escrow pursuant to Sections 6.1, 14.1, or 16.
1. In all other events, the Deposit shall be applied as specified in this Agreement.
Treatment of Deposit. The Parties hereto acknowledge that the Prior Share Purchase Agreements contemplated that in the event that for any reason the acquisition of ABS contemplated by the Prior Share Purchase Agreements was not consummated, the Seller would be obligated to refund to Elegance the full amount of the Deposit. In furtherance of the foregoing, the Parties hereto do hereby agree as follows:
2.1 The Seller hereby commits to return the $1,462,500 balance of the Deposit to Elegance in the manner provided in this Section 2.1 (the “Deposit Repayment”). Elegance hereby agrees to treat the amount of the $1,462,500 Deposit as a potential of up-to $1,462,500 advance and repayment commitment by the Seller through ABS by discounts on anticipated Purchase Orders it may provide to ABS in connection with Elegance’s purchases of Covered Products in 2021. As Purchase Orders are issued to ABS by Elegance under this Agreement, the Purchase Orders must be accepted by ABS and any Deposit Repayment amount must be approved by the Seller. Subject to such acceptance by ABS and approval by the Seller, at the time ABS issues an invoice to Elegance, twenty-five percent (25%) of the applicable Prices for the Covered Products as set forth in each Elegance Purchase Order and ABS invoice shall be deemed to be a credit granted to Elegance in respect of such purchases of Covered Products (the “Earned Credit”) and such Earned Credit shall reduce by a corresponding dollar amount the Deposit Amount. By their execution of this Agreement, ABS and the Seller each agree to treat the Deposit paid to the ABS Shareholder under the Prior Share Purchase Agreement as a prepayment and Earned Credit against Elegance’s purchases of Covered Products in 2021. For example, if Elegance purchases from ABS $800,000 of Covered Products, the $1,462,500 balance of the Deposit shall be deemed to have been reduced by $200,000, which shall be the repayment amount applicable to such invoice.
2.2 Notwithstanding anything to the contrary express or implied, contained in the Prior Share Purchase Agreement and in Section 2.1 above, in the event that the remaining Deposit balance of $1,462,500 is not repaid via Covered Products discounts as set out in Section 2.1by the close of business (Pacific time) on December 31, 2021, the Seller shall immediately pay to Elegance in cash by wire transfer of immediately available funds, the difference between (a) $1,462,500 less any further amounts returned to Elegance by the Seller, and (b) the ...
Treatment of Deposit. From the date of the expiration of the Waiting Period through and including the Closing Date, Seller shall be entitled to Deposit Withdrawals in the amounts set forth in Section 3(b) above, to pay for third-party expenses incurred by Seller for general design, planning, and construction of capital improvements to the Xxxxxx River Park in Community Board 4 to be funded with the Purchase Price. With respect to all demands by Seller to the Escrow Agent for Deposit Withdrawals, Seller shall have the right to an immediate disbursement by Escrow Agent from the Deposit upon the Seller’s submission to Escrow Agent of: (a) a certification by a duly authorized officer of the Seller of the expenses incurred by Seller for which the Seller seeks payment or reimbursement, and (b) copies of invoices or receipts evidencing such expenses. Seller shall provide to Purchaser a copy of Seller’s proposed certification and copies of such receipts or invoices not less than five (5) business days prior to the submission thereof to Escrow Agent. Should Purchaser request a correction (which correction shall be limited to that of mathematical error) of any demand for payment by the Seller during such five (5) business day period, the Seller shall in good faith consider such request and either (x) modify or correct its demand for payment, or (y) not modify or correct its demand for payment and instead respond to Purchaser setting forth reasons why it is not willing to modify or correct its demand for payment. The obligation of Escrow Agent to disburse funds from the Deposit for any expenses, and the protocol and procedure for effecting same, is as set forth in the Escrow Agreement.
Treatment of Deposit i. If the Closing occurs, the Deposit shall be credited to the Purchase Price. If the Closing does not occur for any reason and Buyer is not entitled to a return of the Deposit under Section 2.6(b)(ii) below, Seller shall retain the Deposit.
ii. The Title Company shall refund the Deposit to Buyer solely (A) in the event that Seller’s default under this Agreement results in the failure of the Closing to occur, and Buyer elects to receive a return of the Deposit pursuant to Section 10.1(d) below; (B) pursuant to Section 2.8 below; or (C) if there is a failure of a Condition to Buyer’s Obligation to Close pursuant to Article 6 (provided that, in the event such failure is due to Section 6.6 by reason of an injunction or an order relating to antitrust or competition matters or pursuant to Section 6.7, the Deposit will be refunded to Buyer net of any amounts due Seller under Section 2.8) and Seller does not correct or satisfy such condition within any notice and cure periods set forth herein, unless such condition precedent is waived or deemed waived by Buyer hereunder.
Treatment of Deposit. If you have paid a deposit pursuant to Clause 2(c) or 2(d), the amount of the deposit will be credited without interest to the final payment of the fees or other sums due to the School on your child's leaving unless your child is removed without due notice or there are other outstanding amounts due to the School. The deposit will form part of the general funds of the School until it is so credited. you wish to withdraw your acceptance of a place before your child joins the School and what happens if you withdraw at that stage. The cancellation of a place which has been accepted can cause losses to the School, especially if it occurs after other families have taken their decisions about schooling for their children as it means we are less likely to fill the place. This is why we require the period of notice referred to here for a withdrawal, and why different consequences follow depending on whether we get that period of notice or not.
Treatment of Deposit. The Deposit may be held by Escrow Agent in a non-interest bearing account, unless the Parties hereto agree and notify Escrow Agent, in writing, that same shall be held in an interest bearing account. In such event, the Deposit shall be deposited in an interest bearing account, in a federally insured bank or similar institution and any interest earned thereon shall be paid to the Party entitled to such Deposit, who shall be liable for all income taxes due or assessed thereon. In the event Buyer does not cancel or terminate this Agreement as provided herein, including pursuant to Section 2.4(c), Article III, Section 5.1(b) and Section 8.2, in the event of the occurrence of a Closing hereunder, the Deposit shall be paid to the Settlement Agent for disbursement to Seller in accordance with Section 2.3(b) as aforesaid. In the event of Buyer’s default, Escrow Agent shall pay to Seller the Deposit in accordance with Section 8.1. In the event of Seller’s default, if demanded by Buyer as one of its remedies under Section 8.2, or if this Agreement is cancelled or terminated as aforesaid, Escrow Agent shall repay and refund to Buyer the Deposit in accordance with Section 8.1.
Treatment of Deposit. The Seller shall be entitled to receive the Deposit if: (a) each of the conditions to Closing set forth in Section 3.03 have been satisfied or waived other than Section 3.03(b) if the failure of the SBA to consent to the transaction is due to the failure of the Purchaser to submit an application to the SBA or the failure of the SBA to consent to a submitted application is only due to the capitalization and/or financing structure of the Purchaser, or Section 3.03(s) (Financing); (b) the Purchaser terminated this Agreement as a result of the failure of the Parties to resolve any objection(s) of the Purchaser to the computation of the Estimated Total Equity under Section 2.02(a)(ii) and the objection(s) of the Purchaser were not based on reasonable positions supportable by GAAP and consistent with prior positions taken by the Company; (c) this Agreement is terminated pursuant to Section 9.01(b)(ii); (d) this Agreement is terminated pursuant to Section 9.01(e); or (e) this Agreement is terminated pursuant to Section 9.01(f). The Purchaser shall be entitled to receive the Deposit if this Agreement is terminated pursuant to any other Section or subsection of this Article IX.
Treatment of Deposit. Buyer acknowledges that the Deposit is non-refundable to Buyer except as specifically set forth in this Section 5.1(c). The Deposit shall be paid to Seller as liquidated damages upon any cancellation of the Escrow except due to a termination pursuant to Sections 6.2(c), (d), (e), (o) and (v), Section 7.1, Section 9.2, Section 13.9, Section 15.1, or Sections 17.1(a), (c) or (d). The Deposit shall not be refundable to Buyer for any reason other than a termination by Buyer pursuant to Sections 6.2(c),(d), (e), (o) and (v), Section 7.1, Section 9.2, Section 13.9, Section 15.1, or Sections 17.1(a), (c) or (d).
Treatment of Deposit. In the event that the Contractor fails to perform this Contract without justifiable reasons, the deposit shall be confiscated to IBS. In the event that the written statement is submitted pursuant to Article 14.2, the Contractor shall pay the deposit in cash immediately upon request of IBS, which it should have paid otherwise. Where the deposit is confiscated to IBS pursuant to Articles 15.1 and 15.2, the deposit shall not be offset against the accounts payable of the Contract for the progress or delivery of the products to be supplied; provided, however, that in the event that the Contractor is exempt from paying all or part of the deposit, the deposit confiscated to IBS can be offset by such accounts payable. The deposit shall be returned to the Contractor upon completion of the contract and upon request of the Contractor.
Treatment of Deposit. The GE Deposit ($**) and the Loral Deposit ($**) will be held by AvData and applied in accordance with this Section E.
