Disposition of Escrow Deposit. As soon as reasonably practicable following receipt of written instructions from the Company and Xxxxxxx Xxxx Partners, a division of Pali Capital, Inc., as placement agent for the Securities, along with duly executed and delivered copies of each Purchaser’s Execution Page to this Agreement and each other Transaction Document to which such Purchaser is a party, Escrow Agent shall, subject to payment of Escrow Agent’s expenses and fees pursuant to Section 8(f) hereof and the fees of the placement agent, deliver the Escrow Deposit to the Company by federal wire transfer of immediately available U.S. funds in accordance with wire instructions provided by the Company, and, upon such deliveries, Escrow Agent shall be fully discharged from any and all obligations hereunder. If written instructions regarding the disposition of the Escrow Deposit and duly executed and delivered copies of each Purchaser’s Execution Page to this Agreement and each other Transaction Document to which such Purchaser is a party are not received by Escrow Agent within five (5) business days of the date hereof, the Escrow Agent shall return the applicable portion of the Escrow Deposit to each Purchaser upon the request of the Purchaser and, upon such delivery, Escrow Agent shall be fully discharged from any and all obligations hereunder.
Disposition of Escrow Deposit. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF SELLER'S DEFAULT UNDER THIS AGREEMENT, AND BUYER SHALL NOT HAVE DEFAULTED UNDER THIS AGREEMENT, THEN THE ESCROW DEPOSIT SHALL BE RETURNED TO BUYER, AND NO PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER (EXCEPT AS PROVIDED IN SECTIONS 10.1 AND 10.10); 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 DEFAULT OF SELLER, THEN THE ESCROW DEPOSIT SHALL BE DELIVERED TO SELLER AS 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 SUBJECT PARTNERSHIP INTEREST, 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 CONTEMPLATED HEREBY 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 SUBSECTIONS 10.1 AND 10.10 AND SECTION 6.2D OF THE OPERATING PARTNERSHIP AGREEMENT (AS TO WHICH BUYER SHALL HAVE NO FURTHER RIGHTS) AND THE PARTIES SHALL TAKE SUCH ACTION AS MAY BE REQUIRED TO CAUSE THE ESCROW DEPOSIT TO BE DELIVERED TO SELLER. _____________________ ___________________ Buyer's Initials Seller's Initials
Disposition of Escrow Deposit. 10.2 Post-Closing Matters
Disposition of Escrow Deposit. Escrow Agent will hold the Escrow Deposit in its possession under the provisions of this Agreement until authorized hereunder to deliver the Escrow Deposit or any specified portion thereof as follows:
Disposition of Escrow Deposit. 2 2.1 Term of Escrow Deposit............................................................2 2.2 Fundtech Indemnity Claims.........................................................2 2.3 Fundtech Indemnity Claims Not Disputed by Representative..........................2 2.4 Fundtech Indemnity Claims Disputed by Representative in Whole.....................2 2.5 Fundtech Indemnity Claims Disputed by Representative in Part......................3
Disposition of Escrow Deposit. 9.1 If the transaction herein provided shall not close by reason of Seller’s default under this Agreement or the failure of satisfaction of the conditions benefiting Buyer under Section 4 or the termination of this Agreement in accordance with Section 6, then any remaining Escrow Deposit shall be immediately returned to Buyer, and no party shall have any further obligation or liability to the other (except under those provisions of the TIC Agreement or the provisions of this Agreement that expressly survive a termination of this Agreement); provided, however, if the transactions, or some of them, provided for hereunder shall fail to close by reason of Seller’s default, then Buyer shall be entitled to either (1) specifically enforce this Agreement or (2) terminate Buyer’s remaining purchase obligations under this Agreement and obtain a return of any remaining Escrow Deposit, but no other action, for rescission of previously completed transfers of partial interests hereunder, for damages or otherwise, shall be permitted.
Disposition of Escrow Deposit. If (i) Seller validly terminates this Agreement pursuant to Section 8.1(i), or (ii) Buyer validly terminates this Agreement pursuant to Section 8.1(b) or Section 8.1(e) (prior to Buyer’s election to exercise the Buyer Closing Extension), or (iii) this Agreement is terminated pursuant to Section 8.1(a), then in addition to Buyer receiving the Second Escrow Deposit pursuant to Section 8.2(a), the Escrow Deposit shall be paid by Seller to Buyer by wire transfer of immediately available funds to an account of Buyer specified in writing by Buyer, such payment to be made within five (5) Business Days of the Seller’s or Buyer’s, as applicable, delivery of notice of such termination. If the transactions contemplated by this Agreement are consummated, then the Escrow Deposit shall be applied against the Purchase Price at Closing. In the event that the Termination Fee is properly payable by Buyer pursuant to Section 8.2(a), Seller shall be entitled to permanently retain the Escrow Deposit free of any claims of Buyer. The return of the Escrow Deposit shall be Buyer’s sole and exclusive remedy in the case of a termination pursuant to Section 8.1(i) and, in such case, in no event will Seller, any member of the Company Group or any of their respective Affiliates be liable to Buyer for any damages unless Seller sells any member of the Company Group in one or more separate transaction that are not part of an Enterprise Transaction at any time within the 18-month period immediately following the date of termination of this Agreement. In no event will Buyer be entitled to the remedy of specific performance.
Disposition of Escrow Deposit. The Escrow Agent shall hold the Purchaser Deposit received by it pursuant to Section 6(c) in accordance with the terms and conditions of this Section 11. May 10, 2007 — 5:00 p.m. Representative’s Initials: KH Company’s Initials: RS
Disposition of Escrow Deposit. The Escrow Deposit shall be paid to Buyer ------------------------------ or Seller or distributed as follows:
Disposition of Escrow Deposit. Escrow Agent shall hold the Purchase Price Escrow Deposit and the Option Escrow Deposit (collectively, the "ESCROW DEPOSIT") in its possession pursuant to the terms and provisions of this Agreement and shall distribute the Escrow Deposit to the respective parties as set forth below:
