Payment; Escrow Sample Clauses
The Payment; Escrow clause establishes the procedures for handling payments by requiring that funds be deposited into an escrow account managed by a neutral third party. Typically, this means that a buyer will transfer payment to the escrow agent, who holds the funds until all contractual obligations—such as delivery of goods or completion of services—are fulfilled. This arrangement protects both parties by ensuring that the seller receives payment only after meeting agreed conditions, while the buyer’s funds are safeguarded until their requirements are satisfied, thereby reducing the risk of non-performance or fraud.
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Payment; Escrow. The down payment of FORTY-SEVEN THOUSAND FIVE HUNDRED AND NO/100 ($47,500.00) DOLLARS will be held in escrow by DRAKE, LOEB, HELLER, KENNEDY, GOGERTY, GABA, & RODD, PLLC, ("Escrowee") in Escrowee's ▇▇▇▇ Trust Account maintained at Riverside Bank, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, as herein provided, until CLOSING or until a default hereunder by PURCHASER, at which time it shall be delivered to SELLER. If SELLER defaults hereunder, the down payment shall be returned to PURCHASER. The Escrowee shall not be liable to either of the parties for any act or omission, except for bad faith or gross negligence, and the parties hereby indemnify the Escrowee and hold the Escrowee harmless from any claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that the Escrowee is acting solely as a stakeholder for their convenience. In the event of a dispute between the parties, the Escrowee shall not be bound to release and deliver the escrow fund to either party but may either continue to hold the escrow fund until Escrowee is directed in a writing signed by all parties hereto or Escrowee may deposit the down payment with the clerk of any court of competent jurisdiction. Upon such deposit the Escrowee will be released from all duties and responsibilities hereunder. The Escrowee shall not be required to defend any legal proceedings which may be instituted against it in respect of the PREMISES or the subject matter of this contract unless requested to do so by PURCHASER or SELLER and indemnified to its satisfaction against the cost and expense of such defense. Escrowee shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this contract. Escrowee shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties. The parties agree that notwithstanding Escrowee's role as escrow agent, Escrowee may and does represent the SELLER as legal counsel in connection with the subject matter of this contract and otherwise.
Payment; Escrow. On the Default Purchase Closing Date, the Default Purchase Price may be deposited in good federal funds that are immediately available at the place of closing in escrow with the title company involved with the transaction or with either Purchasing Member's or Selling Member's counsel.
Payment; Escrow. An escrow into which payments made by an Obligor under an Eligible Uncompleted Unit Receivable are required to be made pursuant to applicable state law. PERMITTED ADVERSE CLAIMS means (a) any Adverse Claim created under any Loan Document; (b) any Adverse Claim for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, provided that no notice of Adverse Claim has been filed or recorded under the Code of any of the states wherein the Resorts or Additional Resorts are located; (c) carriers, warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Adverse Claims arising in the ordinary course of business which are not delinquent or remain payable without penalty; and (d) Permitted Liens. PERMITTED LIENS. Each of the liens listed on EXHIBIT H attached hereto. PERSON. Natural persons, corporations, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof.
Payment; Escrow. 29 14.2 Final Financial and Tax Information................................29 (ii)
Payment; Escrow. Upon notice to Seller specifying in reasonable detail the basis therefore, Buyer may give notice of a claim in such amount under the Escrow Agreement. Upon a determination of Damages that is binding on Seller and the Shareholders, the amount of such Damages shall be paid first from the account established by the Escrow Agreement until such account has been fully depleted, and after such account has depleted, by wire transfer of immediately available funds from Seller and the Shareholders to Buyer within ten (10) days of the date such amount is determined. Upon a determination of Damages that is binding on Buyer, the amount of such Damages shall be paid by wire transfer of immediately available funds from Buyer to the Selling Parties Representative within ten (10) days of the date such amount is determined.
Payment; Escrow. Regardless of whether financing is required, the total Contract Price will be deposited in a third-party escrow account (Escrow) and disbursed to make Payments to the Builder by an escrow agent the Parties mutually select. Customer will pay all fees for creation of and disbursements from the Escrow, and will timely authorize withdrawals for Payments from the Escrow as required under this Contract. Construction will not begin until Builder receives written verification that this Escrow has been established.
Payment; Escrow. At Closing, Buyer shall pay over and deliver to or on behalf of Seller (and shall be credited, dollar-for-dollar, as partial payment of the Purchase Price) to the Paying Agent, in escrow (the "PAYMENT ESCROW"), an amount equal to the Closing Date Liabilities as specified in paragraph 2(b)(i), to be held by the Paying Agent subject to the terms, conditions, and provisions of the Payment Escrow Agreement. The Paying Agent shall be an attorney at law authorized to practice law in the state of New Mexico or a trust company or bank having trust powers in such State, which Paying Agent has been selected by Seller and approved by Buyer.
(i) Seller shall pay all costs and expenses of the Payment Escrow, including without limitation, any fees or costs of the Paying Agent.
(ii) Seller shall be obligated to see that the Paying Agent timely and properly pays all Closing Date Liabilities, and that the Paying Agent obtains and delivers to Buyer the "Final Release" referred to in the Payment Escrow Agreement, or other reasonable evidence of payment acceptable to Buyer.
(iii) The existence of the Payment Escrow shall not affect the obligations of the Seller and the Shareholder to hold Buyer harmless against any Closing Date Liabilities as provided in paragraph 17(a).
Payment; Escrow. An escrow into which payments made by an Obligor under an Eligible Uncompleted Unit Receivable are required to be made pursuant to applicable state law.
Payment; Escrow. (a) After (a) any final Order has been rendered by a Governmental Authority of competent jurisdiction, (b) a settlement has been consummated in accordance with this Article IX, or (c) the Indemnified Person and the Indemnifying Person have arrived at a mutually binding Contract, in each case, with respect to a Third-Party Claim or a Direct Claim, the Indemnified Person shall forward to the Indemnifying Person notice of any amounts due and owing by the Indemnifying Person in accordance with this Article IX.
(b) Any amount that is due and owing to any Buyer Indemnified Person for any claim arising under Section 9.2(a) or Section 9.2(b), shall be paid first by release of funds to the applicable Buyer Indemnified Person from the Indemnity Escrow Fund by the Escrow Agent in accordance with the Escrow Agreement, and Buyer and Sellers’ Representative shall, within five (5) Business Days after the occurrence of the earliest event to occur that is described in Section 9.8(a), execute and deliver joint instructions to the Escrow Agent authorizing such release. If any amount in excess of the Escrow Fund is owed by any Key Shareholder to any Buyer Indemnified Person pursuant this Article IX, then such Key Shareholder shall within five (5) Business Days after the occurrence of the earliest event to occur that is described in Section 9.8(a), deliver such amount to Buyer in immediately available funds.
(c) If any amounts are due and owing by Buyer to any Seller Indemnified Person in accordance with this Article IX, then Buyer shall, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 9.8(a), pay to the applicable Seller Indemnified Person all such amounts by wire transfer of immediately available funds to the account designated by Sellers to Buyer in writing.
(d) No later than five (5) Business Days after the eighteen (18) month anniversary of the Closing Date, Buyer and the Sellers’ Representative shall jointly instruct the Escrow Agent to disburse the balance of the Indemnity Escrow Fund, if any, to the Sellers’ Representative for payment to each Seller in accordance with such Seller’s applicable Pro Rata Share. Notwithstanding anything contained in this Section 9.8(d) to the contrary, if the Sellers’ Representative is notified in writing of a claim for indemnity hereunder by any Buyer Indemnified Party on or prior to the eighteen (18) month anniversary of the Closing Date, and such c...
Payment; Escrow. At Closing, IHS shall pay over and deliver to or on behalf of Shareholders (and shall be credited, dollar-for-dollar, as partial payment of the Merger Consideration) to the Paying Agent, in escrow (the "PAYMENT ESCROW"), an amount equal to the Closing Date Liabilities as specified in Section 2.3(b), to be held by the Paying Agent subject to the terms, conditions, and provisions of the Payment Escrow Agreement. The Paying Agent shall be an attorney at law authorized to practice law in the State of Florida, a trust company or a bank having trust powers in such State, which Paying Agent has been selected by the Group's Representative and approved by IHS.
(A) The Shareholders shall pay all costs and expenses of the Payment Escrow, including without limitation, any fees or costs of the Paying Agent.
(B) The Shareholders shall be obligated to ensure that the Paying Agent timely and properly pays all Closing Date Liabilities, and that the Paying Agent obtains and delivers to IHS the "Final Release" referred to in the Payment Escrow Agreement, or other reasonable evidence of payment acceptable to IHS.
(C) The existence of the Payment Escrow shall not affect the obligations of the Shareholders to hold the IHS Claimants harmless against any Closing Date Liabilities as provided in Section 13.1.