Common use of Escrow Release Date Clause in Contracts

Escrow Release Date. On January 3, 2012 (the “Escrow Property Release Date”), the Escrow Agent shall release the Escrow Property to the Seller. The release of the Escrow Property to Seller on the Escrow Property Release Date shall constitute full and timely payment (1) by the Purchaser to the Seller of the Purchase Price in respect of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets and Group 8 Assets and the Participations Purchase Price in respect of the Participations to be purchased by the Purchaser pursuant to Sections 2.01(c) and (d) and (2) by the Seller in respect of the Transfer Fees in respect the Group 3 Assets and the Group 5 Assets. Notwithstanding the Escrow Property Release Date, the Parties acknowledge and agree that the sale of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets and Group 8 Assets as described in the related ▇▇▇▇ of Sale and Assignment Agreement shall be effective as of the related Closing Date. In the event the related Closing Date in respect of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets or Group 8 Assets has not occurred on or prior to the Escrow Property Release Date due to the nonsatisfaction of a condition set forth in Section 2.08, the Seller and the Purchaser shall direct the Escrow Agent to release the applicable portion of the Escrow Property to the Purchaser on the Business Day following the Escrow Property Release Date.

Escrow Release Date. On January 3, 2012 (the “Escrow Property Release Date”), the Escrow Agent shall release the Escrow Property to the Seller. The release of the Escrow Property to Seller on the Escrow Property Release Date shall constitute full and timely payment (1) by the Purchaser to the Seller of the Purchase Price in respect of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets and Group 8 Assets and the Participations Purchase Price in respect of the Participations to be purchased by the Purchaser pursuant to Sections 2.01(c) and (d) and (2) by the Seller in respect of the Transfer Fees in respect the Group 3 Assets and the Group 5 Assets. Notwithstanding the Escrow Property Release Date, the Parties acknowledge and agree that the sale of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets and Group 8 Assets as described in the related ▇▇▇▇ of Sale and Assignment Agreement shall be effective as of the related Closing Date. In the event the related Closing Date in respect of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets or Group 8 Assets has not occurred on or prior to the Escrow Property Release Date due to the nonsatisfaction of a condition set forth in Section 2.08, the Seller and the Purchaser shall direct the Escrow Agent to release the applicable portion of the Escrow Property to the Purchaser on the Business Day following the Escrow Property Release Date. (c) If, after the related Closing Date, the Outstanding Principal Balance of any of the Reverse Mortgage Loans used in computing the payment of any Purchase Price or Participations Purchase Price shall be found to have been incorrectly computed, any such Purchase Price or Participations Purchase Price, as applicable, shall be appropriately adjusted and payment shall be promptly made by the appropriate party.