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.
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Conditions of Escrow. So The parties hereto acknowledge that as of the above sum may be paid in the manner above stated-------------------- date of this Agreement, the buyer will pay it with only remaining conditions to Closing under the agreement of Purchase Agreement to be satisfied are the seller deliveries to Carpa office (latter?be made by Purchaser as set forth in Section 1.8(f) of the Essone escrow-, House Purchase Agreement and the condition set forth in Section 7.6 of the Lawyer, ▇▇-▇▇ ▇▇▇ ▇▇▇ Purchase Agreement ("Closing Conditions"). The parties hereto agree that they shall diligently cooperate with each other to satisfy and obtain the items to be provided under Section 1.8(f) of the Purchase Agreement and the Pennsylvania Department of Environmental Protection's ("DEP") approval of the change of control of R & A ▇▇▇▇▇▇▇▇ - ▇▇▇▇ Evry, and by this agreement [Carpa borrow] with knowledge Inc. ("Corporation") as set forth in Section 7.6 of the terms accepts Purchase Agreement (which approval does not have to be in writing). Upon the date that the Closing Conditions are satisfied, the Escrow Agents shall tender to the Purchaser and Sellers, as applicable, the Closing Documents in their possession which are to be delivered to Purchaser or Seller, as applicable, in accordance with Section 1.8 and 1.9 of the Purchase Agreement and the Escrow Agents shall remit to the Collective Account, as defined in the Purchase Agreement, $2,100,000 out of the Escrow Account; $100,000 shall remain in the Escrow Account under the provisions of Section 1.7(c) of the Purchase Agreement, until final reconciliation of the Purchase Price is computed, in accordance with Section 1.7(c) of the Purchase Agreement and this escrowAgreement. This escrow will be tolled to allocate the purchase price to those having a right to it. In If, for any case and for whatever reason, the price will be paid Closing Conditions are not satisfied on or before thirty (30) days from the date of this Agreement, RMK shall return the Closing Documents in RMK's possession to the seller only Purchaser, MWN shall return the Closing Documents in MWN's possession to the Seller, and the Escrow Agents shall remit the balance of the Escrow Account to the Purchaser, less the Termination Fee, as defined in the next sentence, if the Termination Fee is due in accordance with laws in force, only after allowing the check to clear and on proof by the seller: • provisions of the termination of contracts(?) which would be chargeable against next sentence. If the business; • DEP objects to Purchaser controlling 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 Corporation due to Urssaf, Assedic and any organization charged with collection, taxes and sums in lieu &tax. The object is that only due to the buyer will never be charged or pursued by creditors compliance history of the seller and will have no trouble in operating Purchaser with the business [meaning trouble from creditors DEP or any other state or federal governmental agency, then Escrow Agents shall pay out of the seller]. All necessary power is given Escrow Account to it [Sellers the escrow?] to carry this out. In case sum 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$150,000 ("Termination Fee").
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Sources: Escrow Agreement (Eastern Environmental Services Inc)