Pre-Closing Escrow Sample Clauses

Pre-Closing Escrow. (a) Upon the execution hereof, the Company shall pay Two Million Dollars ($2,000,000) (the "Pre-Closing Escrow Amount") to American Escrow (the "Pre-Closing Escrow Agent"), and the Pre-Closing Escrow Agent shall hold the Pre-Closing Escrow Amount under the terms of an escrow agreement in the form of Exhibit E hereto (the "Pre-Closing Escrow Agreement").
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Pre-Closing Escrow. Concurrent with the execution and delivery of this Agreement, Purchaser will deposit the sum of $200,000 ("Escrow Fund") with the escrow agent under the terms of the Escrow Agreement acceptable to the Parties. At Closing, the Parties agree to direct escrow agent to pay the Escrow Fund to Sellers. The Escrow Fund will (i) be part of the Purchase Price and (ii) reduce the Cash Payment. If this Agreement is terminated without a Closing, then the Escrow Fund will secure Purchaser's obligations, as manager under the Management Agreement, to remit the Returned Receivables Amount and the Returned Other Receivables Amount and to pay Outstanding Expenses, as those terms are defined in the Management Agreement.
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Pre-Closing Escrow. Buyers, Sellers and PRG agree to deliver and tender to the said Escrow Agent not later than November 30, 2012 all certificates, assignments, transfer orders, bills of sale (if applicable), and/or other documents required hereunder to affect the terms hereof duly executed and, where required, duly notarized. Buyer shall tender to the said Escrow Agent the full Purchase Price as set forth in Section 1.2 A. above, as well as sufficient funds to satisfy the Reimbursement Payments specified in Section 1.2 B. above. All property, documents and funds deposited to Escrow Agent shall be referred to as the “Escrow Property”. Upon proper tender and/or delivery of the Escrow Property by Buyer, Sellers, as well as PRG, at the written instructions of Buyer and PRG, the said Escrow Agent shall cause to be transferred from the Purchase Price so deposited a sum to be confirmed in writing no later than the Closing date by OS TROPICAL, LLC (“OTS”), or its designee, from escrow to OTS, or its designee, in full payment of any and all obligations of PRG and/or other entities, including the entities referred to upon Schedule “B” hereto, in and to that certain Promissory Note executed by PRG and other entities, including the entities referred to on Schedule “B” hereto, to OTS dated September 15, 2009 in the original principal sum of $2,000,000.00 (the “Note”), in exchange for said Note to be marked “PAID” and/or “SATISFIED” by OTS and same be delivered to Escrow Agent. Further, if the said Note is secured, in whole or in part, then OTS shall also deliver such releases, duly executed, of any and all security agreements, financing statements, pledges, mortgages, deeds of trust or other security instruments held by OTS as collateral for payment of the said Note. In addition to the above and not in lieu thereof, upon proper tender and/or delivery of the Escrow Property by Buyer, Sellers, as well as PRG, at the written instructions of Buyer and PRG, the said Escrow Agent shall cause to be transferred from the Purchase Price so deposited a sum to be confirmed in writing no later than the Closing date by OUTBACK STEAKHOUSE, INC. (“OSI”), or its designee, from OSI, or its designee, in full payment of any and all obligations of PRG and/or other entities, including the entities referred to upon Schedule “B” hereto, in and to that certain “tail debt” and or any other financial obligations such that OSI will issue a full and complete release to PRG as to any financial obligations then existi...
Sample 1
Pre-Closing Escrow. Concurrent with the execution and delivery of this Agreement by the parties hereto, the parties to the Escrow Agreement shall have executed and delivered the same; and the Securityholders shall have deposited with the escrow agent under the Escrow Agreement the items described therein, including General Releases, in the form attached hereto as Exhibit E, as executed by each Securityholder, and to be dated as of the Closing Date.
Sample 1
Pre-Closing Escrow. Upon execution of this Agreement, Purchaser has deposited with Escrow Agent the sum of $100,000 by certified or bank check or by wire transfer payable to Escrow Agent. Said amount (the "Pre-Closing Escrow Deposit") shall be held by Escrow Agent in accordance with the terms of the pre-closing escrow agreement ("Pre-Closing Escrow Agreement")substantially in the form annexed hereto as Exhibit "C." As set forth in the Pre-Closing Escrow Agreement, in the event that the transaction contemplated herein is not consummated due solely to a breach by Purchaser of any of its warranties, representations or covenants contained herein, or if Purchaser does not obtain the FINOVA Consent as provided in Section 16 hereof, then the Pre-Closing Escrow Deposit shall be paid by Escrow Agent to Seller and retained by Seller in order to partially compensate Seller for the costs and expenses incurred by Seller in negotiating this Agreement. In the event that the transaction contemplated herein is closed, the parties agree to direct the Escrow Agent at Closing to terminate the Pre-Closing Escrow Agreement and deliver the Pre-Closing Escrow Deposit to Purchaser at Closing, or as otherwise directed by Purchaser.
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Pre-Closing Escrow. 12 3.1 Pre-Closing Escrow.............................................................12
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Pre-Closing Escrow. On the date of this Agreement, Buyer has deposited Five Hundred Thousand Dollars ($500,000) into an escrow account, which shall be governed by the terms of the escrow agreement dated the date hereof by and among Buyer, the Company and the Escrow Agent (the "Pre-Closing Escrow Agreement").
Sample 1
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Pre-Closing Escrow. Section 1.6(c) of the Purchase Agreement ("Pre-Closing Escrow") is hereby modified by requiring the deposit of the Escrow Fund upon entry of the Approval Order.
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Related to Pre-Closing Escrow

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the xxxxxxx money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Escrow and Closing 8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions.

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • First Closing The First Closing shall have occurred.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

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