Disposition of Deposit Clause Samples

Disposition of Deposit. In the event the transaction contemplated by this Agreement shall close, the Deposit shall be applied as a partial payment of the Purchase Price.

Disposition of Deposit. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF SELLER'S DEFAULT UNDER THIS AGREEMENT OR THE FAILURE OF SATISFACTION OF THE CONDITIONS DESCRIBED IN PARAGRAPH 5 HEREOF OR THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 7 HEREOF, AND BUYER SHALL NOT HAVE DEFAULTED UNDER THIS AGREEMENT, THEN THE ESCROW DEPOSIT SHALL BE RETURNED TO BUYER, AND NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER; PROVIDED, HOWEVER, IF THE TRANSACTIONS HEREUNDER SHALL FAIL TO CLOSE SOLELY BY REASON OF SELLER'S DEFAULT, AND BUYER SHALL HAVE FULLY PERFORMED ITS OBLIGATIONS HEREUNDER AND SHALL BE READY, WILLING AND ABLE TO CLOSE, THEN BUYER SHALL BE ENTITLED TO SPECIFICALLY ENFORCE THIS AGREEMENT (BUT NO OTHER ACTION, FOR DAMAGES OR OTHERWISE, SHALL BE PERMITTED). IN THE EVENT THE TRANSACTION HEREIN PROVIDED SHALL NOT CLOSE FOR ANY REASON OTHER THAN THE FAILURE OF SATISFACTION OF THE CONDITIONS DESCRIBED IN PARAGRAPH 5 HEREOF OR THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 7 HEREOF OR THE DEFAULT OF SELLER, THEN THE ESCROW DEPOSIT SHALL BE DELIVERED TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER AND IN CONNECTION WITH THIS AGREEMENT. IN THE EVENT THE TRANSACTION HEREIN PROVIDED SHALL CLOSE, THE ESCROW DEPOSIT SHALL BE APPLIED AS A PARTIAL PAYMENT OF THE PURCHASE PRICE. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF BUYER'S BREACH OR DEFAULT. IN THE EVENT THE SALE OF THE PROPERTY SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER'S DEFAULT, THEN THE RETENTION OF THE ESCROW DEPOSIT SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT BY REASON OF SUCH DEFAULT, SUBJECT TO THE PROVISIONS OF PARAGRAPH 10I HEREOF. _________________ ________________ Seller's Initials Buyer's Initials

Disposition of Deposit. At the Closing (as defined below) the Deposit shall be applied and credited toward the payment of the Purchase Price. If Escrow does not close, and this Agreement is terminated in a manner governed by Sections 7.3 or 13, the Deposit will be disbursed to Buyer as provided in such Sections. If the Escrow does not close and neither Section 7.3 nor Section 13 applies, the Deposit shall be returned to Buyer unless the provisions of Section 18.1 are applicable, in which case the disposition of the Deposit shall be governed by the provisions of Section 18.1; and

Disposition of Deposit. If the transaction herein provided shall not be closed by reason of Seller's default under this Agreement or the failure of satisfaction of the conditions described in paragraph 11.B. hereof, and Buyer shall not have defaulted under this Agreement, then upon Buyer's demand, Escrow Agent shall return to Buyer the Deposit after providing notice to Seller, and in the event of conflicting instructions from Seller, Escrow Agent shall interplead the Deposit. Upon Buyer's receipt of the Deposit, neither party shall have any further obligation or liability to the other; except that if the transaction shall not be closed by reason of Seller's default under this Agreement, Buyer's sole remedies for any such default shall be either (i) to terminate this Agreement and receive a return of the Deposit, or (ii) to seek specific performance of this Agreement; and this shall be Buyer's sole remedy for Seller's default hereunder. In the event the transaction herein provided shall not close for any reason other than the failure of satisfaction of the conditions described in paragraph 11.B. hereof or the default of Seller, then Escrow Agent shall deliver the Deposit to Seller as full compensation and liquidated damages under and in connection with this Agreement after providing notice to Buyer, and in the event of conflicting instructions from Buyer, Escrow Agent shall interplead the Deposit. In the event the transaction herein provided shall close, Escrow Agent shall apply the Deposit as a partial payment of the Purchase Price, or return the Deposit to Buyer, at Buyer's option. In connection with the foregoing, the parties recognize that Seller will incur expenses in connection with the transaction contemplated by this Agreement and that the property will be removed from the market; further, that it is extremely difficult and impracticable to ascertain the extent of detriment to Seller caused by the breach by Buyer under this Agreement and the failure of the consummation of the transaction contemplated by this Agreement or the amount of compensation Seller should receive as a result of Buyer's breach or default; and Buyer and Seller agree that the amount of the Deposit is a reasonable estimate of Seller's damages in the event of Buyer's breach or default and that such amount will not constitute a penalty or forfeiture in the event the Deposit is disbursed to Seller upon Buyer's breach or default hereof.

Disposition of Deposit. The entire Purchase Deposit shall be held by Escrow Agent and deposited in interest bearing account(s) in accordance with this Agreement until the Closing, or until disposition thereof is made pursuant to the terms of this Agreement. Escrow Agent shall have the right to disburse the Purchase Deposit to Purchaser or Seller (and the interest earned with respect to each amount escrowed) as follows: (a) at the Closing, the Purchase Deposit, and any accrued interest with respect thereto shall be disbursed with and credited toward the Purchase Price and/or (b) otherwise, as provided in this Agreement upon ten (10) days written notice to the parties; provided however, that Escrow Agent shall not have received any written objections to such disbursements within ten (10) days after receipt by Purchaser and Seller of said notice. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account of Escrow Agent's failure to disburse the Purchase Deposit (or interest thereon) if a dispute shall have arisen with respect to the propriety of such disbursement; and, in the event of any dispute as to who is entitled to receive the amount(s) escrowed, or interest earned thereon, Escrow Agent shall deposit such funds with the Baltimore City Circuit Court pending a final decision of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure of any depository and shall not be otherwise liable except in the event of Escrow Agent's negligence or willful misconduct.

Disposition of Deposit. 11 3.7 Cash Consideration Payment....................................................................11

Disposition of Deposit. In the event this Agreement is terminated by Eldorado on any basis other than pursuant to Section 7.2, Section 7.4.2, Section 7.4.3 or Section 7.4.5, the Deposit shall be disbursed to Eldorado in accordance with the Deposit Escrow Agreement. In the event this Agreement is terminated and Eldorado is not entitled to receive the Deposit in accordance with the immediately preceding sentence, CSBI shall be entitled to the return of the Deposit from the Deposit Escrow Agent.

Disposition of Deposit. If either Seller or Purchaser makes a written demand on Title Company for the Deposit, Title Company shall give written notice of such demand to the other party. If Title Company does not receive a written objection from the other party to the proposed payment or return of the Deposit within five (5) Business Days after the giving of such notice, Title Company shall pay the Deposit to the party making the demand. If Title Company receives a written objection from the other party within the five (5) Business Day period, Title Company shall continue to hold the Deposit until otherwise directed by written instructions from Seller and Purchaser or until otherwise directed by a court of competent jurisdiction. Notwithstanding the foregoing, if Purchaser terminates this Agreement pursuant to Section 5.4 below, then Title Company shall immediately deliver the Deposit to Purchaser, regardless of whether or not it has received any written notice of objection from Seller.

Disposition of Deposit. The Escrow Agent shall hold the Deposit and distribute it only as follows: (a) If the Closing occurs, then, upon receipt of a joint written instruction signed by the Buyer and the Seller advising of such, the Escrow Agent shall pay the Deposit to Seller at the Closing in accordance with Section 2.1 in partial payment of the Purchase Price. Buyer and Seller agree to deliver such joint written instruction to the Escrow Agent directing the payment of the Deposit to Seller at the Closing in accordance with Section 2.1(b). (b) If this Agreement is terminated for any reason other than a knowing and willful breach by Buyer or Parent of an obligation in this Agreement, then, upon receipt of a joint written instruction signed by the Buyer and the Seller advising of termination, the Escrow Agent shall deliver the Deposit to Buyer pursuant to such instructions. (c) If Buyer or Parent on the one hand or Seller on the other (the "Non-Breaching Party") believes that there has been a knowing and willful breach by either the Buyer or Parent on the one hand or Seller on the other, as applicable (the "Alleged Breaching Party"), of an obligation in this Agreement and wishes to terminate this Agreement, then the Non-Breaching Party shall deliver a written notice signed by the Non-Breaching Party (the "Willful Breach Notice") to all of the parties hereto (including the Escrow Agent) describing such breach and indicating the Non-Breaching Party's intent to terminate the Agreement. If the Alleged Breaching Party objects to the Willful Breach Notice, then the Alleged Breaching Party shall deliver a written notice signed by the Alleged Breaching Party (the "Dispute Notice") to all of the parties hereto (including the Escrow Agent) within ten business days after receipt by the Alleged Breaching Party of the Willful Breach Notice, but the delivery of such Dispute Notice shall not be deemed to delay or prevent the termination of this Agreement in accordance with Article 12. If the Alleged Breaching Party does not deliver a Dispute Notice, then the Escrow Agent shall deliver the Deposit to the Non-Breaching Party pursuant to the Willful Breach Notice, without prejudice to any of the Non-Breaching Party's other remedies against the Alleged Breaching Party for such breach. If the Alleged Breaching Party delivers a Dispute Notice, then the Escrow Agent shall retain the Deposit until it receives either (i) written instructions signed by the Alleged Breaching Party and the Non-Breaching Pa...