Application of the Deposit Sample Clauses

Application of the Deposit. (i) Upon the termination of this Agreement pursuant to Sections 10.1(a), (b), (c), (d), (e) or (f), the Deposit, together with interest earned thereon, shall be paid to Buyer. (ii) Upon the termination of this Agreement pursuant to Section 10.1(g), the Deposit, together with any interest earned thereon, shall be paid to the Partnership.

Application of the Deposit. The Deposit shall be non-refundable and the property of Seller only if, when, and after Bedford delivers to Seller and Escrow Holder all of the following: (i) the Title Notice (defined in Section 4.3), (ii) the Estoppel Notice (defined in Section 11.1.4), and (iii) the Inspection Approval Notice (defined in Section 6.3). If any of the Title Notice, the Estoppel Notice or the Inspection Approval Notice is not timely delivered by Bedford, this Agreement shall be terminated according to its terms and the Deposit returned to Bedford. If the sale of the Property is consummated, the Deposit shall be applied toward the Purchase Price. Until the expiration of the Inspection Period, Escrow Holder shall release the Deposit to Bedford upon the sole instruction of Bedford and upon such release, this Agreement is terminated.

Application of the Deposit. (i) Upon the termination of this Agreement (i) by the Buyer or the Sellers pursuant to Section 7.1(b) or (ii) by the Buyer or the Sellers pursuant to Section 7.1(c), the Deposit, together with interest earned thereon, shall be paid to the Sellers. The payment to Sellers of the Deposit pursuant to this Section 7.2(b) shall constitute liquidated damages, in full settlement of any damages of any kind or nature that the Sellers or the Company may suffer or allege to suffer as a result thereof, it being understood and agreed that the amount of liquidated damages represents the parties’ reasonable estimate of actual damages and does not constitute a penalty, and the Sellers and the Company shall be precluded from exercising any other right or remedy available under this Agreement, applicable Law or otherwise. Notwithstanding the foregoing, nothing in this Section 7.2(b)(i) shall affect any Buyer Party’s indemnity and reimbursement obligations pursuant to Section 5.4 or Section 5.12, and Sellers’ and the Company’s rights to be indemnified or reimbursed in accordance therewith. (ii) Upon the termination of this Agreement other than as described in clause (i) above, the Deposit, together with any interest earned thereon, shall be paid to the Buyer. (iii) Except as expressly set forth in Section 7.2(b)(i), the rights of termination under Section 7.1 are in addition to any other rights Sellers may have under this Agreement or at law or in equity (including, without limitation, specific performance), and the exercise of a right of termination will not be an election of remedies.

Application of the Deposit. (a) In the event the Parties terminate this Agreement pursuant to Sections 8.1(a), or 8.1(f), then Seller shall promptly, and in any event within three (3) Business Days, pay to Buyer as Buyer’s sole and exclusive remedy, the Deposit, as liquidated damages and not as a penalty, which the Parties acknowledge and agree is reasonable under the circumstances. (b) In the event that Buyer validly terminates this Agreement pursuant to Section 8.1(b), 8.1(d), or 8.1(e), and, at the time of such termination pursuant to Section 8.1(b), 8.1(d) or 8.1(e), (i) Seller shall not also be entitled to terminate this Agreement pursuant to any of Section 8.1(b), 8.1(d), and 8.1(e) and (ii) the conditions in Sections 7.1(a) and 7.1(b) are each satisfied (except, with respect to a termination pursuant to Section 8.1(e), the satisfaction of the condition in Section 7.1(b) shall not be required), then Seller shall promptly, and in any event within three (3) Business Days, pay to Buyer, as Buyer’s sole and exclusive remedy, the Deposit, as liquidated damages and not as a penalty, which the Parties acknowledge and agree is reasonable under the circumstances. For the avoidance of doubt, in no event shall more than one payment of the Deposit be made to Buyer under this Agreement. (c) Upon any termination of this Agreement not expressly provided in Section 8.3(a) or 8.3(b), the Deposit shall be retained by Seller free and clear of any adverse right or claim. Prior to the Closing, entitlement to the Deposit pursuant to this Section 8.3(c) shall in no way limit, diminish, or waive any right of Seller or its Affiliates to recover additional damages from or exercise any other remedies at law or in equity against Buyer or any of its Affiliates with respect to actual fraud or any willful misconduct by Buyer or any of its Affiliates. (d) Nothing in this Section 8.3 or any other provision of this Agreement shall in any way limit, diminish or waive the right of a Party to pursue specific performance remedies; provided, however, that if Seller terminates this Agreement, Seller’s rights and remedies shall be limited to retaining the Deposit, absent actual fraud or willful misconduct by Buyer or its Affiliates.

Application of the Deposit. Upon the termination of this Agreement pursuant to Paragraph 8(a), the Deposit shall be distributed as follows: (i) upon the termination of this Agreement pursuant to clause (i), (ii), (iii), (iv), (v) or (vii) of Paragraph 8(a), the Deposit shall be paid to Buyer; (ii) upon the termination of this Agreement pursuant to clause (vi) of Paragraph 8(a), the Deposit (excluding the interest accrued thereon) shall be paid to Penn and the interest accrued on the Deposit shall be paid one-half to Penn and one-half to Buyer; and (iii) upon the termination of this Agreement upon execution of the Securities Purchase Agreement, the Deposit shall remain deposited with the Escrow Agent in accordance with Section 2.3 of the Securities Purchase Agreement.

Application of the Deposit. (a) Upon the termination of this Agreement pursuant to Section 10.1(d) or Section 10.1(f), Escrow Agent shall refund to Buyers the Deposit. (b) Upon the termination of this Agreement for any reason other than pursuant to Section 10.1(d) or Section 10.1(f), Escrow Agent shall immediately pay to Sellers the Deposit without any further instruction from Buyers. (c) Each of Sellers and Buyers acknowledges that the agreements contained in this Section 10.2 and Section 10.3 are an integral part of the transactions contemplated by this Agreement, that without these agreements Sellers and Buyers would not have entered into this Agreement, and that any amounts payable pursuant to this Section 10.2 do not constitute a penalty.

Application of the Deposit. At any time after the occurrence of an Enforcement Event, the Mortgagee may, without further notice to the Company and without prejudice to any other rights it may have under the general law and without the restrictions contained in section 103 of the Act in respect of all or any part of the Deposit, exercise all the powers or rights that may be conferred on mortgagees by the Act as hereby varied or extended including, without limitation, the rights to apply to the Deposit or any part of it in or towards discharge of the Secured Obligations.

Application of the Deposit. Notwithstanding anything to the contrary in the Agreement, the Deposit under the Agreement (posted as contemplated in Section 4 of the Second Amendment) shall not be applied and credited toward the portion of the Purchase Price for the First Closing Property on the First Closing Date, but shall rather remain in escrow in full, according to the terms of the Agreement, to be applied and credited toward the portion of the Purchase Price for the Second Closing Property on the Second Closing Date. All other provisions regarding the application, payment, return and/or forfeiture of the Deposit in the Agreement shall be remain unchanged.

Application of the Deposit. Lessor may use, apply or retain the whole or any part of the Deposit to the extent required for the payment of any Base Rent or any other sum as to which Lessee is in Default or for any sum which Lessor may expend or may be required to expend by reason of Lessee's Default in respect of any of the terms, covenants and conditions of this Lease including any damages or deficiency in the re‑letting of the Premises or other reentry by Lessor.