Common use of Disposition of Deposit Clause in Contracts

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. If the transaction herein provided shall not be closed by reason of Sellerseller's default under this Agreement or the failure of satisfaction of the conditions described in paragraph 11.B. Paragraph 5 hereof or the termination of this agreement in accordance with Paragraph 7 hereof, and Buyer buyer shall not have defaulted under this Agreement, then upon the escrow deposit shall be returned to 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 provided, however, if the transaction transactions hereunder shall not be closed fail to close by reason of Seller's default under this Agreementdefault, Buyer's sole remedies for any such default and Buyer shall have performed in all material respects its obligations hereunder and shall be either (i) ready, willing and able to terminate close, then Buyer shall be entitled to specifically enforce this Agreement and receive a return of the Deposit(but no other action, for damages or (ii) to seek specific performance of this Agreement; and this otherwise, shall be Buyer's sole remedy for Seller's default hereunderpermitted) subject to the provisions of Paragraph 10I hereof. In the event the transaction herein provided shall not close for any by reason other than the failure of satisfaction of the conditions described in paragraph 11.B. hereof or the default of Sellerbuyer, then Escrow Agent the escrow deposit shall deliver the Deposit be delivered to Seller 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 Depositagreement. In the event the transaction herein provided shall close, Escrow Agent the escrow deposit shall apply the Deposit be applied as a partial payment of the Purchase Price, or return the Deposit to Buyer, at Buyer's optionpurchase price. In connection with the foregoing, the parties recognize that Seller seller will incur expenses expense in connection with the transaction contemplated by this Agreement 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 seller caused by the breach by Buyer buyer under this Agreement agreement and the failure of the consummation of the transaction contemplated by this Agreement agreement or the amount of compensation Seller should receive as a result of Buyerbuyer's breach or default; and Buyer and Seller agree that . In the amount event the sale of the Deposit is a reasonable estimate of Seller's damages in the event property shall not be consummated on account of Buyer's breach or default default, then the retention of the escrow deposit shall be Seller's sole and that exclusive remedy under this agreement by reason of such amount will not constitute a penalty or forfeiture in default, subject to the event the Deposit is disbursed to Seller upon Buyer's breach or default provisions of paragraph 10I hereof.. ---------------------- ---------------------- SELLER'S INITIALS BUYER'S INITIALS

Disposition of Deposit. If (a) In the transaction herein event the purchase of the Business Property by Buyer is consummated, then, at the Closing, the Deposit shall constitute a part of and be applied against the Purchase Price and shall be paid over to the Seller. (b) In the event Buyer elects to terminate this Agreement pursuant to any provision of this Agreement giving Buyer such a right or option, or in the event the purchase of the Business Property by Buyer hereunder is not consummated for any reason except as provided in subparagraph (c) of this subsection (C), then the Deposit shall be returned to Buyer. (c) In the event the sale of the Business Property provided in this Agreement shall not be closed take place by reason of Seller's the default under this Agreement or the failure of satisfaction of the conditions described in paragraph 11.B. hereof, and by Buyer shall not have defaulted under this Agreement, then upon Buyer's demandthen, Escrow Agent in such event, Seller shall return be entitled to Buyer recover 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 DepositAgreement. 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 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 default 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 . In the event the sale of the Business Property herein provided shall not be consummated by reason of the default by Buyer and Seller agree that the amount under this Agreement, then such recovery of the Deposit shall be the sole and exclusive remedy of Seller by reason of such default by Buyer, under this Agreement or, without limitation, by reason of any matter and shall be in lieu of any other monetary relief or, without limitation, any other relief to which Seller may otherwise be entitled by virtue of this Agreement or under law or at equity and in all events the liability of Buyer or loss or (d) If for any reason the Closing does not occur, the Escrow Agent shall deliver the Deposit to Seller or Buyer, as provided herein, only upon receipt of a written demand therefor from such party, subject to the following provisions: If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the Deposit, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within fifteen (15) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such period, the Escrow Agent, at Escrow Agent's election, shall (1) continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or a reasonable estimate final judgment of Seller's damages in a court, or (2) pay the event Deposit into a Connecticut court of Buyer's breach or default competent jurisdiction, and thereafter the Escrow Agent shall be deemed discharged from any further obligation under this Agreement. (e) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder, at their request and for their convenience, and without compensation, and that such amount will the Escrow Agent shall not constitute a penalty be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or forfeiture omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts or omissions and for any loss, cost or expense incurred by Seller or Buyer resulting from actions taken by the event the Deposit is disbursed to Seller upon Buyer's breach or default hereof.Escrow Agent in

Disposition of Deposit. If The Deposit shall be applied as a credit to the transaction herein provided shall Purchase Price at Closing. However, if Buyer does not be closed by reason of Seller's default under this Agreement or deliver to Seller and Escrow Holder the failure of satisfaction Property Approval Notice prior to the expiration of the conditions described Contingency Period pursuant to Section 4.5, or if prior thereto Buyer elects 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) writing to terminate this Agreement in a notice delivered to Seller and receive a return of Escrow Holder or if the Deposit, or (ii) purchase and sale contemplated by this Agreement fails 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 Buyer’s failure to purchase the failure Property in accordance with the terms of satisfaction this Agreement, this Agreement shall terminate and Escrow Holder shall refund to Buyer the ▇▇▇▇▇▇▇ Money Deposit less Buyer’s share of any escrow cancellation fees to Buyer within three business days following such termination. No notice to Escrow Holder from Seller shall be required for the release of the conditions described in paragraph 11.B. hereof ▇▇▇▇▇▇▇ Money Deposit to Buyer by Escrow Holder if Buyer fails to deliver the Property Approval Notice pursuant to Section 4.5. In the event of a termination of this Agreement by either Seller or the default of SellerBuyer for any reason other than pursuant to Section 4.5, then Escrow Agent shall Holder is authorized to deliver the Deposit to Seller as full compensation the party hereto entitled to same pursuant to the terms hereof on the 10th business day following receipt by Escrow Holder and liquidated damages under and in connection with this Agreement after providing the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Holder that it disputes the right of the other party to Buyer, and in the event of conflicting instructions from Buyer, Escrow Agent shall interplead receive the Deposit. In the event the transaction herein provided shall closesuch event, Escrow Agent shall apply Holder may interplead the Deposit as into a partial payment court of competent jurisdiction in the Purchase Price, or return county in which the Deposit to Buyer, at Buyer's optionhas been deposited. In connection with the foregoing, the parties recognize that Seller will incur All attorneys’ fees and costs and Escrow Holder’s costs and expenses incurred in connection with such interpleader shall be assessed against the transaction contemplated by this Agreement and party that is not awarded the property will be removed from the market; furtherDeposit, 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 if the Deposit is a reasonable estimate distributed in part to both parties, then in the inverse proportion of such distribution. Except as expressly provided in this Agreement to the contrary, the Deposit shall become nonrefundable on the first day following the end of the Contingency Period and shall remain the property 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. If In the transaction herein provided event this Agreement is ---------------------- terminated for any reason prior to 5:00 p.m. on December 16, 1999 or pursuant to Section 6.1 or 13 hereof, the Deposit (including all interest thereon) shall not be closed fully refunded to Buyer by Escrow Holder. On December 17, 1999, Seventy-Five Thousand Dollars ($75,000) of the Deposit shall be released to Seller and become nonrefundable to Buyer, but shall be applicable to the Purchase Price. The balance of the Deposit, including all interest thereon, shall be fully refundable to Buyer by Escrow Holder in the event that this Agreement is terminated for any reason prior to the Contingency Date. On February 4, 2000, an additional Seventy-Five Thousand Dollars ($75,000) of the Deposit shall be released to Seller and become nonrefundable to Buyer, but shall be applicable to the Purchase Price. The remaining balance of the Deposit, including all interest thereon, shall be fully refunded to Buyer by Escrow Holder in the event that this Agreement is terminated for any reason prior to the Contingency Date. Following the Contingency Date, in the event this Agreement is terminated or the Close of Escrow fails to occur by reason of Buyer's default hereunder, the entire Deposit (including all interest thereon) shall be held by Escrow Holder for the benefit of Seller and paid to Seller pursuant to Section 6.2 hereof. In the event this Agreement is terminated by reason of Seller's default under this Agreement or the failure Close 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 fails 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 occur by reason of Seller's default under this Agreementhereunder, Buyer's sole remedies for then the Deposit (including all interest thereon and including any such default portion of the Deposit which was released to Seller) shall be either returned to Buyer. Upon the Close of Escrow, the entire Deposit (iincluding all interest thereon) 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 paid to Seller as full compensation and liquidated damages under and in connection with this Agreement after providing notice to Buyer, and in shall be credited towards 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 . Section 14.1 3 is hereby added to the Deposit Purchase Agreement to Buyer, at Buyer's option. In connection with the foregoing, the parties recognize that Seller will incur expenses read 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 full 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.follows: