Common use of Earnest Money Clause in Contracts

Earnest Money. (a) On the Effective Date (defined in ▇▇▇▇▇▇▇ 9.14), as a condition to the continued effectiveness of this Contract, Buyer shall deposit with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, ▇▇▇▇▇▇▇▇▇: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) ▇▇▇-▇▇▇▇, $▇▇▇,000 in (▇) ▇▇▇▇▇▇▇▇▇▇▇ available federal ▇▇nds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) (the EARNEST MONEY). (b) The Earnest Money, if paid in the ▇▇▇▇ ▇f immediately ▇▇▇▇▇▇▇le federal funds (and not by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all ev▇▇▇▇, ▇xcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the parti▇▇ ▇▇▇▇ have no further obligations to each other. If any of the Earnest Money is in the form of a Letter of Credit ▇▇▇▇, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shal▇ ▇▇▇▇ the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent sh▇▇▇ ▇▇▇iver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest bea▇▇▇▇ ▇▇count. All interest on the Earnest Money becomes part of the Earnest Money. All ▇▇▇▇rest on the Earnest Money w▇▇▇ ▇▇ reported to the Internal Rev▇▇▇▇ ▇▇rvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, ▇▇▇▇▇▇ for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer ac▇▇▇▇▇▇▇ges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing ▇▇▇▇▇ is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit ▇▇▇ ▇▇▇ portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Se▇▇▇▇▇ ▇r Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Cre▇▇▇ ▇▇ the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand fr▇▇ ▇▇▇▇ party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thi▇ ▇▇▇▇▇act. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. (a) On the Effective Date (defined in ▇▇▇▇▇▇▇ N 9.14), as a condition to the continued effectiveness of this Contract, Buyer shall deposit with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 752017520▇, ▇▇▇▇▇▇▇▇▇: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) ▇▇▇-▇▇▇▇, $▇▇▇,000 1,000 in (▇) ▇▇▇▇▇▇▇▇▇▇▇ y available federal ▇▇nds ▇▇▇▇▇ ▇unds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) (the EARNEST MONEY). (b) The Earnest Money, if paid in the th▇ ▇▇▇▇ ▇f of immediately ▇▇▇▇▇▇▇le ble federal funds (and not by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all eve▇▇▇▇▇, ▇xcept except for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partipart▇▇▇ ▇▇▇▇ l have no further obligations to each other. If any of the Earnest Money is in the form of a Letter of Credit Credi▇ ▇▇▇▇, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalsha▇▇ ▇▇▇▇ the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shs▇▇▇▇ ▇▇▇iver liver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beabe▇▇▇▇▇ ▇▇countccount. All interest on the Earnest Money becomes part of the Earnest Money. All ▇▇▇▇rest erest on the Earnest Money w▇▇▇▇ ▇▇ reported to the Internal RevRe▇▇▇▇▇ ▇▇rvice ervice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, ▇▇▇▇▇▇ except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer aca▇▇▇▇▇▇▇ges dges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d▇) Closing ▇▇▇▇▇ Agent is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit ▇▇▇ ▇▇▇ y portion of the Earnest Money to the party entitled to receive the Earnest ▇▇▇▇▇st Money under the terms of this Contract. Se▇▇▇▇▇ ▇r Sellers or Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of CreCr▇▇▇▇ ▇▇ the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frf▇▇▇ ▇▇▇▇ t party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thith▇▇ ▇▇▇▇▇actract. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.