Post-Closing Escrow. In addition, during the period commencing on the Closing Date and ending on the one year anniversary of the Closing Date (or, in the event that any claim, action or suit is then pending by Buyer against Seller for a breach of a then-surviving representation, warranty or post-Closing covenant or indemnity of Seller (a “Post-Closing Claim”), until the final, non-appealable resolution of such Post-Closing Claim) (the “Holdback Period”), Existing Owner shall maintain funds (the “Post-Closing Escrow Funds”) in the amount of Two Million Dollars ($2,000,000) in the Holdback Escrow in accordance with the Holdback Escrow Agreement. The Post-Closing Escrow Funds shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner and/or the Other Existing Owners pursuant to this Agreement and/or the Other Property Purchase Agreements. The Parties acknowledge and agree that the amount of the Post-Closing Escrow Funds is an aggregate amount to be for the benefit of Buyer and its assignees in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing such Post-Closing Claim against Guarantor. The provisions of this Section 7.3 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge shall be solely governed by Section 13.1.
Post-Closing Escrow. In the event that the Acquirer elects to pay off the Project Loan prior to Project Close-Out (as defined below), then the Acquirer agrees to fund into an escrow account (the "Escrow") an amount equal to the difference between (a) $27,750,000, and (b) the actual principal amount of the Project Loan which is paid off at Closing. The Escrow shall be held by Acquirer until Project Close-Out occurs. The Developer shall be entitled to request and receive from the Escrow monthly disbursements of funds in accordance with the draw procedures set forth in the Hotel Development Agreement to pay actual Development Expenses incurred which are shown on the Development Budget but which were not paid or payable prior to Closing. If the Escrow is established as provided above, then the portion of the Cost Savings described in subparagraph 1.2(a)(ii) above shall not be paid to the Contributor at Closing, but rather upon the occurrence of Project Close-Out, if such Costs Savings exist, then any amounts remaining in the Escrow shall be distributed 20% to the Contributor (which may, at the Contributor's option, be paid in cash or in Units provided the Contributor continues to be an accredited investor at such time) and 80% to the Acquirer within five (5) business days after Project Close-Out. If the amount distributed to the Contributor from the Escrow is insufficient to pay the Contributor 20% of the Cost Savings, then the Acquirer shall pay such insufficient amount to the Contributor (either in cash or, at the Contributor's option, in Units provided the Contributor continues to be an accredited investor at such time) within five (5) business days after Project Close-Out occurs.
Post-Closing Escrow. As security for Seller’s obligations, if any, during the Claim Period, at the Closing Seller shall either (i) deposit in an account designated by the Escrow Agent an amount equal to the Damage Cap in immediately available funds, or (ii) deliver to the Escrow Agent a letter of credit in a form reasonably acceptable to Purchaser in the stated amount of the Damage Cap (such funds, together with any interest earned thereon, net of investment costs, or such Letter of Credit, the “Post-Closing Escrow Funds”). Such Post-Closing Escrow Funds shall be held by Escrow Agent pursuant to the Escrow Instructions in the form attached hereto as Schedule 10.5 (the “Post-Closing Escrow Agreement”) until the expiration of the Claim Period (unless, prior to the expiration of the Claim Period, a claim for such Post-Closing Escrow Funds is made by Purchaser, in which event the Post-Closing Escrow Funds shall continue to be held in accordance with the terms of the Post-Closing Escrow Agreement) and disbursed in accordance with the terms of such Post-Closing Escrow Agreement.
Post-Closing Escrow. At Closing, the Escrow Agent shall hold back $200,000.00 of the Purchase Price proceeds to be placed in escrow for a period of three hundred sixty-five (365) days after the Closing pursuant to a mutually agreeable escrow agreement, which funds shall be used to satisfy surviving post-Closing obligations of Seller under this Agreement and/or any documents executed by Seller and delivered to Buyer at Closing.
Post-Closing Escrow. (a) At Closing, Buyer shall deposit the Escrow Amount with the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agreement.
Post-Closing Escrow. Notwithstanding the provisions of the Second Amendment, the parties have agreed that they will not have a Post-Closing Escrow held by Escrow Agent. The provisions of the Second Amendment related to the Post-Closing Escrow are hereby deemed to be of no further force or effect.
Post-Closing Escrow. At Closing, a portion of the Purchase Price equal to Eighty-Five Million Dollars ($85,000,000) less the Performance Deposit (the “Closing Escrow Amount”) will be delivered by Buyer to the Escrow Agent to serve along with the Performance Deposit as security in support of the indemnification obligations of Seller pursuant to Section 8.4. For purposes of this Agreement and the Escrow Agreement, the “Holdback Amount” shall equal the Closing Escrow Amount delivered by Buyer to the Escrow Agent at Closing plus the Performance Deposit. The Holdback Amount, together with the interest earned thereon from and after the Closing Date, is referred to herein as the “Escrow Fund.” The Escrow Fund shall be held in the Escrow Account and released in accordance with the provisions of this Section 2.4 and the Escrow Agreement. From time to time after Closing, the Escrow Agent shall be jointly instructed in writing by Seller and Buyer to release all or portions of then-remaining Escrow Fund to Buyer or to Seller, in each case, as provided below in this Section 2.4.
Post-Closing Escrow. Upon Closing, $5.0 million (the “Post-Closing Escrowed Funds”), which shall be funded from the Escrowed Funds, shall be deposited at an account (the “Escrow Account”) with LaSalle Bank, as escrow agent (“Post-Closing Escrow Agent”), pursuant to an escrow agreement mutually agreed to by Purchaser, Parent and Post-Closing Escrow Agent (the “Post-Closing Escrow Agreement”). The Post-Closing Escrow Funds shall be used to reimburse Purchaser for any Transfer Taxes paid or payable by Purchaser in excess of $250,000, deficits for Net Working Capital and deficits in capital expenditures in relation to the Capex Plan. The Post-Closing Escrowed Funds shall be distributed as follows:
Post-Closing Escrow. Concurrently with Closing, Seller shall deposit with Land America Title Company (“Escrow Holder”) the amount of One Hundred Seven Thousand Eight Hundred Dollars ($107,800.00) (“Escrowed Funds”) as follows:
Post-Closing Escrow. On the Closing Date, an aggregate amount of One Million and 00/100 Dollars ($1,000,000.00) (the “Post-Closing Principal”) shall be deposited into a segregated account established by the Escrow Agent (the “Post-Closing Escrow Account”) as follows: (a) pursuant to Section 5(a) of this Agreement, the Deposit (for clarity, $500,000.00) shall be transferred by the Escrow Agent, on behalf of Seller and as partial payment of the Cash Payment, to the Post-Closing Escrow Account; and (b) pursuant to Section 4.2(b)(ii) of the Purchase Agreement, Buyer shall deliver, on behalf of Seller and as partial payment of the Purchase Price, Five Hundred Thousand and 00/100 Dollars ($500,000.00) via wire transfer to the Escrow Agent for deposit in the Post Closing Escrow Account.
