Disposition of Deposit. In the event the transaction contemplated by this Agreement shall close, the Deposit shall be applied as a partial payment of the Purchase Price.
Disposition of Deposit. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF SELLER'S DEFAULT UNDER THIS AGREEMENT OR THE FAILURE OF SATISFACTION OF THE CONDITIONS DESCRIBED IN PARAGRAPH 5 HEREOF OR THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 7 HEREOF, AND BUYER SHALL NOT HAVE DEFAULTED UNDER THIS AGREEMENT, THEN THE ESCROW DEPOSIT SHALL BE RETURNED TO BUYER, AND NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER; PROVIDED, HOWEVER, IF THE TRANSACTIONS HEREUNDER SHALL FAIL TO CLOSE SOLELY BY REASON OF SELLER'S DEFAULT, AND BUYER SHALL HAVE FULLY PERFORMED ITS OBLIGATIONS HEREUNDER AND SHALL BE READY, WILLING AND ABLE TO CLOSE, THEN BUYER SHALL BE ENTITLED TO SPECIFICALLY ENFORCE THIS AGREEMENT (BUT NO OTHER ACTION, FOR DAMAGES OR OTHERWISE, SHALL BE PERMITTED). IN THE EVENT THE TRANSACTION HEREIN PROVIDED SHALL NOT CLOSE FOR ANY REASON OTHER THAN THE FAILURE OF SATISFACTION OF THE CONDITIONS DESCRIBED IN PARAGRAPH 5 HEREOF OR THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 7 HEREOF OR THE DEFAULT OF SELLER, THEN THE ESCROW DEPOSIT SHALL BE DELIVERED TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER AND IN CONNECTION WITH THIS AGREEMENT. IN THE EVENT THE TRANSACTION HEREIN PROVIDED SHALL CLOSE, THE ESCROW DEPOSIT SHALL BE APPLIED AS A PARTIAL PAYMENT OF THE PURCHASE PRICE. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF BUYER'S BREACH OR DEFAULT. IN THE EVENT THE SALE OF THE PROPERTY SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER'S DEFAULT, THEN THE RETENTION OF THE ESCROW DEPOSIT SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT BY REASON OF SUCH DEFAULT, SUBJECT TO THE PROVISIONS OF PARAGRAPH 10I HEREOF. _________________ ________________ Seller's Initials Buyer's Initials
Disposition of Deposit. If the Closing occurs, the Deposit shall be applied as a credit to the Property Sale Proceeds at Closing. In all other cases, the Deposit shall be disbursed in accordance with the terms of this Agreement. The provisions of this Section 2.2(c) shall survive any termination of this Agreement.
Disposition of Deposit. At the Closing (as defined below) the Deposit shall be applied and credited toward the payment of the Purchase Price. If Escrow does not close, and this Agreement is terminated in a manner governed by Sections 7.3 or 13, the Deposit will be disbursed to Buyer as provided in such Sections. If the Escrow does not close and neither Section 7.3 nor Section 13 applies, the Deposit shall be returned to Buyer unless the provisions of Section 18.1 are applicable, in which case the disposition of the Deposit shall be governed by the provisions of Section 18.1; and
Disposition of Deposit. Seller and Buyer instruct Escrow Agent to place the Deposit and Additional Deposit, if applicable, in a federally insured interest-bearing account. The Deposits will be applied as follows: (a) if Buyer terminates this Agreement in any situation where Buyer is permitted or deemed to do so under this Agreement and whereby upon such termination Buyer shall be entitled to a refund of the Deposit (including without limitation any failure of a condition precedent under Section 13 below), the Deposits will be paid immediately to Buyer, and neither of the Parties will have any further liability or obligation under this Agreement, except with respect to any obligations which are expressly stated in this Agreement to survive a termination prior to Closing (the “Surviving Obligations”); (b) if Seller terminates this Agreement as the result of an uncured default by Buyer as provided in Section 21(b) below, the Deposits will be paid to Seller; and (c) if escrow closes, the Deposits will be credited to Buyer, applied against the Purchase Price and paid to Seller at Closing.
Disposition of Deposit. 11 3.7 Cash Consideration Payment....................................................................11
Disposition of Deposit. In the event this Agreement is terminated by Eldorado on any basis other than pursuant to Section 7.2, Section 7.4.2, Section 7.4.3 or Section 7.4.5, the Deposit shall be disbursed to Eldorado in accordance with the Deposit Escrow Agreement. In the event this Agreement is terminated and Eldorado is not entitled to receive the Deposit in accordance with the immediately preceding sentence, CSBI shall be entitled to the return of the Deposit from the Deposit Escrow Agent.
Disposition of Deposit. If either Seller or Purchaser makes a written demand on Title Company for the Deposit, Title Company shall give written notice of such demand to the other party. If Title Company does not receive a written objection from the other party to the proposed payment or return of the Deposit within five (5) Business Days after the giving of such notice, Title Company shall pay the Deposit to the party making the demand. If Title Company receives a written objection from the other party within the five (5) Business Day period, Title Company shall continue to hold the Deposit until otherwise directed by written instructions from Seller and Purchaser or until otherwise directed by a court of competent jurisdiction. Notwithstanding the foregoing, if Purchaser terminates this Agreement pursuant to Section 5.4 below, then Title Company shall immediately deliver the Deposit to Purchaser, regardless of whether or not it has received any written notice of objection from Seller.
Disposition of Deposit. If the transaction contemplated hereby is consummated in accordance with the terms and provisions hereof, the Letter of Credit shall be returned to CBL/OP at Closing (or if the Letter of Credit is converted to the Deposit before Closing, the Deposit will be applied to the Purchase Price at Closing). If this Agreement is terminated by Property Owner or CBL/OP pursuant to Section 4.3.2, Section 4.3.3, Section 4.3.6, Section 5.2, Section 5.3, Section 8.3, Section 10.2, Section 11.1, or Section 11.3, the Letter of Credit or Deposit, as applicable, shall be returned to CBL/OP as provided in the relevant Section pertaining to such termination. Additionally, if this Agreement is terminated by CBL/OP pursuant to Section 2.3.2, by reason of a default under the Other Mall Contracts by Eastland Property Owner, Eastland Medical Building Property Owner, Oak Park Property Owner, or the Other Mall Contributors, the Letter of Credit or Deposit, as applicable, shall be returned to CBL/OP as provided in Section 2.3.2.
Disposition of Deposit. If the transaction herein provided shall not be closed by reason of Seller's default under this Agreement or the failure of satisfaction of the conditions described in paragraph 11.B. hereof, and Buyer shall not have defaulted under this Agreement, then upon Buyer's demand, Escrow Agent shall return to Buyer the Deposit after providing notice to Seller, and in the event of conflicting instructions from Seller, Escrow Agent shall interplead the Deposit. Upon Buyer's receipt of the Deposit, neither party shall have any further obligation or liability to the other; except that if the transaction shall not be closed by reason of Seller's default under this Agreement, Buyer's sole remedies for any such default shall be either (i) to terminate this Agreement and receive a return of the Deposit, or (ii) to seek specific performance of this Agreement; and this shall be Buyer's sole remedy for Seller's default hereunder. In the event the transaction herein provided shall not close for any reason other than the failure of satisfaction of the conditions described in paragraph 11.B. hereof or the default of Seller, then Escrow Agent shall deliver the Deposit to Seller as full compensation and liquidated damages under and in connection with this Agreement after providing notice to Buyer, and in the event of conflicting instructions from Buyer, Escrow Agent shall interplead the Deposit. In the event the transaction herein provided shall close, Escrow Agent shall apply the Deposit as a partial payment of the Purchase Price, or return the Deposit to Buyer, at Buyer's option. In connection with the foregoing, the parties recognize that Seller will incur expenses in connection with the transaction contemplated by this Agreement and that the property will be removed from the market; further, that it is extremely difficult and impracticable to ascertain the extent of detriment to Seller caused by the breach by Buyer under this Agreement and the failure of the consummation of the transaction contemplated by this Agreement or the amount of compensation Seller should receive as a result of Buyer's breach or default; and Buyer and Seller agree that the amount of the Deposit is a reasonable estimate of Seller's damages in the event of Buyer's breach or default and that such amount will not constitute a penalty or forfeiture in the event the Deposit is disbursed to Seller upon Buyer's breach or default hereof.
