Conditions of Escrow Sample Clauses

Conditions of Escrow. Seller shall, upon the deposit of all funds required by this Agreement with the ESCROW AGENT apply to the United States District Court for an Order authorizing and directing the Receiver to deliver to Buyer a Receiver’s Deed transferring all of Sellers interest in the Property. Upon delivery of the Receiver’s Deed to the Buyer all funds on deposit with the ESCROW AGENT shall be delivered to the Seller. Should the Court fail to or refuse to authorize the transfer of the Property to the Buyer, upon ▇▇▇▇▇’s request, deposited funds shall be returned to the Buyer. Should Seller fail to perform any obligation under this Agreement for any other reason, the Buyer’s sole remedy shall be to seek return of all funds deposited in connection with this Agreement.

Conditions of Escrow. The following conditions shall apply to the account contemplated under this Agreement. a. City Administrative hourly rates for processing applications shall be determined at two times the normal hourly rate including all benefits and overhead incurred by the City. b. Payment shall be made to City consultants, including but not limited to engineering, legal and planning, in the amounts actually billed to the City, according to the customary consulting rates in effect at that time. Such consulting services or costs shall reasonably and necessarily relate to the subject matter of the applications for payment as determined by the City. c. The City shall not be responsible for paying interest on the money deposited under this agreement. d. If in the discretion of the City, there is deemed to be an inadequate balance in the deposit account to pay for all the fees and costs incurred by the City, the City will notify the Applicant and Owner of the need for additional deposits. The Applicant and/or Owner agree to make such additional deposit within ten (10) days of receipt of such notice. For purposes hereof, receipt shall be deemed made upon the depositing of the notice in the U. S. Mail, postage paid.

Conditions of Escrow. So that the above sum may be paid in the manner above stated, the buyer will pay it with the agreement of the seller to Carpa office (latter?) of the Essone escrow-, House of the Lawyer, ▇▇-▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇ Evry, and by this agreement [Carpa borrow] with knowledge of the terms accepts this escrow. This escrow will be tolled to allocate the purchase price to those having a right to it. In any case and for whatever reason, the price will be paid to the seller only in accordance with laws in force, only after allowing the check to clear and on proof by the seller: • of the termination of contracts(?) which would be chargeable against the business; • the removal of restrictions which will have been in force removal of restrictions on transfer &the business?]; • payment of all direct or indirect charges that may be incurred by the seller by reason of this sale; • adjustment (payment) of all general debts and all sums that may be due to Urssaf, Assedic and any organization charged with collection, taxes and sums in lieu &tax. The object is that the buyer will never be charged or pursued by creditors of the seller and will have no trouble in operating the business [meaning trouble from creditors of the seller]. All necessary power is given to it [the escrow?] to carry this out. In case of disagreement, the escrow may deposit with the bank of deposits and consignments [an agency?] of the escrowed sum. The escrow is from this point authorized to remit to the seller, without knowledge or permission of the buyer, the whole sum deposited with the escrow, if there is no opposition or charge, whatever sum remains available after paying expenses and discovered creditors. The fees of the escrow will be paid by the seller. The parties agree that, contrary to Article 1936 of the Civil Code, the escrow will not have to pay them any interest or other profit on the escrowed sum.

Conditions of Escrow. Escrow Agent accepts the undertaking in this Agreement subject to these conditions of escrow: (a) The ▇▇▇▇▇▇▇ Money shall be retained in a segregated account at Bank of New York Mellon. The ▇▇▇▇▇▇▇ Money shall be retained in an interest-bearing account, and all interest earned thereon shall be deemed ▇▇▇▇▇▇▇ Money, provided that Purchaser discloses its federal tax identification number to Escrow Agent. (b) The parties hereto covenant and agree that in performing any of its duties under this Agreement, Escrow Agent shall not be liable for any loss, costs, or damage which it may incur as a result of serving as Escrow Agent hereunder, except for any loss, costs or damage arising out of it willful default or gross negligence. (c) Escrow Agent shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement. Escrow Agent is specifically authorized to refuse to act except upon the written instructions of College and MACQ. (d) College and MACQ hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including without limitation, reasonable cost of investigation and attorneys fees and disbursements which may be imposed upon or incurred by Escrow Agent in connection with its serving as Escrow Agent hereunder. (e) In the event of a dispute between any of the parties hereto sufficient in the sole discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction all money or property in its hands held under the terms of this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged.

Conditions of Escrow. The close of the escrow pursuant to the exercise of this option is conditioned on: a. The conveyance to Optionee of title to said Property, as evidenced by a standard form CLTA title Insurance Policy in the full amount of the purchase price issued by the title company, subject only to such liens (other than liens for taxes due and payable on or before the date of sale), encumbrances, clouds, or conditions as are approved in writing by Optionee. b. Delivery of possession of the Property to Optionee immediately on close of escrow free and clear of all uses and occupancies except as Optionee may waive in writing. c. The closing of this escrow is subject to the Responsible Entity’s (as defined by HUD) determination to proceed with, modify, or cancel the project based on the results of a subsequent environmental review and the receipt of an “Authority to Use Grant Funds” from HUD, for the proposed development of the subject property. If Optionee is unable to obtain said approvals, Optionee may cancel said escrow and any option consideration shall be retained by Optionor.

Conditions of Escrow. The Escrow Agent shall: a. Be under no duty or responsibility to bring action to enforce any of the terms or conditions of this Agreement; b. Have no responsibility for and make no representation as to the validity, authenticity or sufficiency of this Agreement or the value, validity or genuineness of any instrument deposited with it hereunder; c. Not be liable for acting upon any notice, request, certificate, approval, consent, confirmation slip or other paper believed by it to be genuine and to be signed by the proper party; d. Be entitled to consult with counsel and shall not be liable for any action, suffered or omitted by it in good faith and believed by it to be authorized under this Agreement; and e. Sherman and Fitchet on the one ▇▇▇▇, ▇▇▇ GST ▇▇ ▇▇▇ other hand, shall each be responsible for reimbursing the Escrow Agent one-half of all attorneys' fees and costs actually and reasonably incurred by the Escrow Agent in connection with any claim made against the Escrow Agent resulting from any action taken by the Escrow Agent for which the Escrow Agent is relieved from liability pursuant to this paragraph, except for any claim, charge or liability arising as a result of gross negligence or willful misconduct on the part of the Escrow Agent.

Conditions of Escrow. It is understood that the SIX MILLION ($6,000,000) DOLLARS escrow referred to in Article VII, Paragraph 7.3(A), will be delivered to Escrow Holder at the time of closing. Said escrow shall be placed in an interest-bearing account, which interest shall accrue to the benefit of the Purchaser. Said escrow, without the interest earned thereon, is to be released to the Seller upon the following terms and conditions: (A) Completion of the "punch list" items for Phase II as set forth in EXHIBIT H. Upon completion of the "punch list" items, in Exhibit H, Seller shall give written notice of completion to Purchaser. Purchaser shall provide Seller with written notice that Purchaser agrees that Seller has, in fact, completed the "punch list" items in Exhibit H within ten (10) days from receipt of Seller's notice of completion. (B) Phase II shall have achieved eighty-five (85%) percent occupancy. (C) Upon compliance with the above items (A) and (B), then within seven (7) days after Escrow Holder shall have been notified in writing and instructed by both parties to terminate the escrow and deliver the SIX MILLION ($6,000,000) DOLLARS to the Seller. However, the escrow shall not be delivered for a minimum of sixty (60) days with an automatic extension of an additional thirty (30) days unless Purchaser shall have previously notified the Escrow Holder otherwise. Notwithstanding the foregoing, however, provided that Section 8.1(A) has been satisfied by Seller, the escrow shall be released no later than ninety (90) days after closing.

Conditions of Escrow. The parties hereto shall be deemed to have delivered their signature pages to this Agreement to be held in escrow pursuant to the terms of the Escrow Agreement (as defined below) upon satisfaction of the following conditions precedent:

Conditions of Escrow. 3.1 Buyer's Condition to Closing. The close of escrow on the Property and ---------------------------- Buyer's obligation under this Agreement to purchase the Property shall be subject to the satisfaction, at or prior to the time stated herein, of the following conditions, with Buyer to retain the right to waive in writing, in whole or in part, any of the following conditions at or prior to the time stated herein for satisfaction of such conditions or for approval or disapproval by Buyer: