Seller Deposits. Seller shall deposit (or cause to be deposited) the following:
Seller Deposits. The Seller hereby agrees, for the benefit of the Purchaser and its permitted assignees under the Related Documents, that, in the event that the Purchaser is required or elects to deposit funds in any amount into the Collection Account with respect to (A) Ineligible Receivables pursuant to Section 2.12 of the Receivables Purchase and Administration Agreement, (B) Eligible Jump Receivables pursuant to Section 2.15(a) of the Receivable Purchase and Administration Agreement, (C) any Unpaid Conversion to Lease Receivables pursuant to Section 2.15(c) of the Receivables Purchase and Administration Agreement, (D) any Change of Responsibility Receivables pursuant to Section 2.15(d) of the Receivables Purchase and Administration Agreement, and (E) Receivables subject to any downward adjustments contemplated by Section 6.15 of the Receivables Purchase and Administration Agreement, then in each case the Seller shall make a deposit of funds into the Collection Account in such amount on behalf of the Purchaser and in satisfaction of the Purchaser’s obligations under Section 2.12, Section 2.15(a), Section 2.15(c), Section 2.15(d) or Section 6.15 (as the case may be) of the Receivables Purchase and Administration Agreement. To the extent that Xxxxx deposits amounts into the Collection Account in satisfaction of the Purchaser’s obligations under Section 2.12, Section 2.15(a), Section 2.15(c) or Section 2.15(d) (as the case may be) of the Receivables Purchase and Administration Agreement, Xxxxx shall also satisfy its obligations pursuant to the corresponding provisions set forth in Sections 5.01 through 5.05 above.
Seller Deposits. Seller shall be credited and Buyer shall be debited with an amount equal to all refundable deposits, retentions, and holdbacks then being held by any governmental entity, any utility company, or other third party under any Contract, together with all interest then accrued thereon for the benefit of Seller, to the extent same constitute liabilities of third parties to Seller which are credited or assigned by Seller to Buyer as of the Close of Escrow.
Seller Deposits. Seller shall retain or be paid all refundable deposits, retentions, and holdbacks then being held by any governmental entity, any utility company, or other third party under any Contract, together with all interest then accrued thereon for the benefit of Seller.
Seller Deposits. Seller shall receive a credit at Closing for all bonds, deposits, letters of credit, set aside letters or other similar items, if any, outstanding with respect to the Property, that have been provided by Seller, or any of its affiliates, to any governmental agency, public utility, or similar entity (collectively, "Seller Deposits") to the extent assignable to Buyer. Otherwise, Buyer shall replace all Seller Deposits and obtain the release of Seller (or its affiliates) from any obligations under the Seller Deposits. To the extent that any funds are released as a result of the termination of Seller Deposits for which Seller did not get a credit, such funds shall be delivered to Seller immediately upon their receipt.
Seller Deposits. In the event Seller’s deposits with respect to insurance, utilities or any other Seller accounts are remitted to Buyer, then such amounts shall belong to Seller, and Xxxxx agrees to deliver such amounts to Seller (it being understood and agreed that Buyer shall not be obligated to pursue the holders of such deposits or take any action on behalf of Seller to recover such amounts). The parties acknowledge that all prorations shown on the closing statement as of Closing shall be final in all respects.
Seller Deposits. Letter of credit for deposit for lease agreement for premises at 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxxxxx, 00000 in account no 3189499688 at Xxxxx Fargo Bank. SCHEDULE 2.1(l) BANK ACCOUNTS Bank Account Number Description Xxxxx Fargo 4121111595 Lockbox Account Xxxxx Fargo 4121111603 Cash Holding Account Xxxxx Fargo 0000000000 Disbursement account Xxxxx Fargo 4121301956 Provider Payment Account Xxxxx Fargo 7191319131 Remote Payments Accounts* Xxxxx Fargo 4121131890 Old Deposit Account Xxxxx Fargo 7868723888 PayPal Account* Xxxxx Fargo 3189499688 Savings Bank of America 09759-43371 Remote Payments Accounts* Citibank 200917177 Cash account* Xxxxx Fargo 4121169197 PAL account* * The accounts are not being transferred to Buyer as part of the Agreement but are remaining with Seller. SCHEDULE 2.1(m) OBLIGATIONS RECEIVABLE TO SELLER Description Amount Due from SageCrest, servicing fees $ 875,603 Misc. Receivable, Redline Towing $ 64,000 * A/R Post Funding Charges $ 248,812 * A/R Post Funding Servicing Fees $ 676,438 Promissory Note, Xxxxxxx Xxxxxx $ 338,170.78 Employee Loan Agreements: Abril Bumbers Xxxxxx Xxxxxx Xxxxx, X. Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxx, X. Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Washington * These amounts are showing on the Seller’s books and records but should have been written off after the Seller sued Southeast Emergency Physicians Association (“SEPA”) and later entered into a settlement agreement with SEPA. These amounts are not collectible. SCHEDULE 2.1(n) EXCLUDED BANK ACCOUNTS AND FUNDS Bank Account Number Description Xxxxx Fargo 1350966142 Investor Funds Account Xxxxx Fargo 341-2767463 Old Investment Account Xxxxx Fargo 7191319131 Citibank 200917177 To obtain Citibank letter of credit required under the office building lease Bank of America 0975943371 Cash account Xxxxx Fargo 7868723888 PayPal Account Xxxxx Fargo 3189499688 Savings Xxxxx Fargo 4121169197 PAL account SCHEDULE 2.2(a) ASSUMED EMPLOYEE LIABILITIES Description Amount Vacation time accrued thru 3/13/07 $ 59,205.71 Estimated wages, 2/26/07 - 3/13/07 $ 81,413.18 February employee bonus & commission $ 8,984.17 X. Xxxxx contract buy out $ 70,000.00 Employer payroll tax on all above items $ 26,352.36 Employer match on 401k, above wages $ 2,196.20 Plus the following benefits: Medical lnsurance - Employer & Employee paid Dental lnsurance - Employee Paid STD/LTD - Employer Paid Vision Plan - Employee paid Life & ADD - Employer paid Term Life lnsurance (voluntary...
Seller Deposits. Seller shall deposit into Escrow the following documents (each fully executed and, as to the Deed and the Recordable Documents, notarized): (a) a full warranty deed (the “Deed”); (b) a certificate (“Seller’s Certificate”), in form and substance reasonably satisfactory to the Buyer, stating that (1) each representation and warranty of Seller contained in this Agreement (including any exhibit, schedule, or other agreement or document delivered pursuant hereto) is true and correct in all respects on and as of the Closing Date with the same effect as if such representation and warranty had been made on and as of the Closing Date, and (2) Seller has performed in all material respects all agreements required by this to be performed by it prior to or at the Closing; (c) a certificate satisfying requirements of Section 1445 of the Internal Revenue Code (the “FIRPTA Certificate”), an executed Conveyance Tax Certificate (Form P-64A) for the Deed, a certificate certifying whether Seller is or is not a “nonresident person”, as that term is used in Section 235-68 of the Hawaii Revised Statutes, as amended (the “HARPTA Certificate”), and a bulk sale or transfer certificate for Seller issued by the State of Hawaii under Section 237-43 of the Hawaii Revised Statutes, as amended (the “Tax Clearance Certificate”); (d) such other documents and affidavits as may be reasonably required by the Escrow Holder or by the Title Company in connection with the issuance of the Owner’s Title Policy; (e) such evidence of Seller’s authority to enter into and consummate this transaction as the Escrow Holder may reasonably require; (f) Memorandum of Agreement and Escrow Instructions for Purchase and Sale of Real Property, Memorandum of Acquisition Agreement, and Mutual Termination and Release of Acquisition Agreement (collectively, the “Recordable Documents”); and (g) such other documents as Buyer may reasonably require to effectuate the transfer.
Seller Deposits. Seller shall be entitled to the return of all bonds, deposits, letters of credit, set aside letters or other similar items, if any, that are outstanding with respect to the Real Property that have been provided by Seller or any of its affiliates to any governmental agency, public utility, or similar entity (collectively, "SELLER DEPOSITS"). Purchaser shall replace such Seller Deposits and obtain the release of Seller (or its affiliates) from any obligations under such Seller Deposits. To the extent that any funds are released as a result of the termination of any Seller Deposits for which Seller did not get a credit, such funds shall be delivered to Seller immediately upon their receipt.
Seller Deposits. 10 3.12.11 Capital Expenditures...................... 10 3.12.12
