Seller Deposit Sample Clauses

Seller Deposit. Concurrently with the complete execution and delivery of this Agreement, Seller has deposited a Ten Million and No/100 Dollars ($10,000,000.00) Letter of Credit (“Seller Letter of Credit”) with Escrow Agent. The Seller Letter of Credit shall be held by Escrow Agent pursuant to an Escrow Agreement in the form attached hereto as Exhibit E modified to conform to the terms of this Agreement and as required by Title Company when Title Company holds a letter of credit. The Seller Letter of Credit shall (i) be unconditional and irrevocable, (ii) be in a form reasonably acceptable to Purchaser, (iii) be issued by a financial institution doing business in the United States of America, with offices in Chicago, Illinois and (iv) expire no earlier than June 30, 2005. The cost of issuing and maintaining the Seller Letter of Credit shall be paid by Seller. The Seller Letter of Credit and the proceeds of the Seller Letter of Credit (“Proceeds”) have been provided to assure performance and observance by Seller of all of its closing obligations under this Agreement. Accordingly, in the event of a Seller default as described in Section 13.1 hereinbelow, or in the event that the Seller Letter of Credit will expire within thirty (30) days or less, Purchaser shall have the right to direct Escrow Agent to draw upon the Seller Letter of Credit. All Proceeds received by Escrow Agent shall be retained by Escrow Agent and held or disbursed pursuant to the terms of the Escrow Agreement and this Agreement. At the time of the final Closing of Properties, including, but not limited to, Substitute Properties (defined below) under this Agreement, the Seller Letter of Credit shall be delivered to Seller.
Sample 1
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Seller Deposit. By delivery, within two (2) business days following the full execution and delivery of this Agreement, of certified funds or wire transfer in the amount of FOUR MILLION AND no/100 DOLLARS ($4,000,000.00) to Seller (the “Seller Deposit”). This sum and all other sums paid by Buyer or the Escrow Agent to Seller under this Agreement (hereinafter referred to as the “Deposit”) shall be held by Seller until termination or consummation of this Agreement.
Sample 1
Seller Deposit. On or before the later of (i) 30 days after the date hereof and (ii) 5 Business Days after Seller (or its Affiliate) delivers the Seller Lender Consent, if this Agreement has not been terminated in accordance with Article 12 prior to such time, Seller or its Affiliate shall pay an aggregate amount equal to the Deposit Amount to the Escrow Agent pursuant to this Section 5.04 and Section 6.02 of the AG Agreement. If Seller (or its Affiliate) delivers the Seller Lender Consent, Seller shall comply with its obligations under the Seller Lender Consent and shall not agree to any material amendment or modification to the Seller Lender Consent without first consulting with Buyer and, if such amendment, modification or waiver would or would reasonably be expected to adversely affect or delay in any respect Seller’s ability to consummate the Closing, receiving Buyer’s prior written consent.
Sample 1
Seller Deposit. In order to minimize the risk to Buyer of Seller’s failure to close on the Premises in accordance with this Agreement, Seller has agreed to post a deposit (the “Seller Deposit”) in the form of a letter of credit in the amount of Three Million Dollars and 00/100 ($3,000,000.00) issued by KeyBank in a form reasonably acceptable to Buyer (the “LOC”). The LOC shall be delivered by Seller to Buyer on or before October 25, 2010. Seller and Buyer agree that it would be impracticable and extremely difficult to ascertain the amount of actual damages caused by a failure of the Seller to perform its obligations under this Agreement. Consequently, Seller and Buyer agree that, in the event Seller defaults in its obligations under this Agreement beyond any further applicable grace period, Buyer shall be entitled to draw on the LOC and retain the Seller Deposit as liquidated damages for such Seller default hereunder. Seller and Buyer agree that this liquidated damages provision represents reasonable compensation for the loss which would be incurred by Buyer due to its inability to purchase the Premises contemplated by this Agreement as a result of a default by Seller hereunder. Seller further agrees that nothing in this Section 3(c) shall limit the Buyer’s right to obtain specific performance of the Seller’s obligation hereunder as an alternative remedy.
Sample 1

Related to Seller Deposit

  • 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.

  • Purchase Price; Deposit (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows:

  • Indemnity Escrow At Closing, cash constituting a portion of the Purchase Price in the amount of Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The terms and conditions for the release or forfeiture of the Indemnity Escrow are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in the form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow Agreement”); provided that within one (1) Business Day following the eighteen (18) month anniversary of the Closing Date, the Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow account, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”) pursuant to the terms set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and Purchaser and delivered to the Escrow Agent. Within one (1) Business Day after the resolution of a dispute as to any Disputed Amounts pursuant to the terms of the Escrow Agreement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in connection with such resolved Disputed Amounts and (B) to Sellers, the remaining balance of the Indemnity Escrow plus all accrued interest thereon, minus any remaining Disputed Amounts.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Cash Deposit No cash will be deposited into the certificate account on the closing date.

  • Holdback Amount Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

  • Deposit of Escrow Funds By its execution hereof, Recipient acknowledges that the deposit of the Escrow Funds into escrow with Escrow Agent does not confer any rights or claims to the Escrow Funds by Recipient unless all of the conditions in Section 2 above and the conditions as set forth in the Grant Agreement, have been satisfied.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

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