Escrow

30 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Escrow Agent

   Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties will be read into this Agreement against Escrow Agent. WhiteBird, PLLC is also a law firm representing Buyer. In the event of a dispute between the parties, the parties consent to WhiteBird, PLLC continuing to represent Buyer, notwithstanding the fact that it will also have duties under this Agreement. Escrow Agent is authorized and agrees by acceptance of proceeds in accordance with this Agreement to perform all duties of Escrow Agent as required by this Agreement. Escrow Agent shall not be liable for any loss resulting from any default, error, action or omission of Buyer or Seller, loss or impairment of funds in the course of collection or while on deposit resulting from failure or suspension of the depository institution, Escrow Agent's compliance with any legal process, order or judgment of any court, whether or not subsequently vacated or modified, unless such act 13 shall be due to the willful breach of this Agreement or the gross negligence on the part of the Escrow Agent. Escrow Agent may act in reliance on any writing or instrument or signature that it, in good faith, believes to be genuine; may assume the validity and accuracy of any statement or assertion contained in such writing or instrument; and may assume that any person purporting to give any writing, notice, advice, or instructions in connection with the provisions of this Agreement has been duly authorized to do so. The provisions of this section shall survive the Closing or the earlier termination of this Agreement and may not be amended without the prior written consent of Escrow Agent. In the event of any suit between the Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent or in the event of any suit in which the Escrow Agent interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to recover its costs in connection therewith, including reasonable attorneys' fees and costs incurred in all trial, appellate and bankruptcy court proceedings, said fees and costs to be charged and assessed as court costs in favor of the non-prevailing party

   Benson Hill, Inc. (BHIL, BHILW) (CIK 0001830210) · filed 2023-01-04 · read the filing · this wording recurs in 2 agreements we hold

2. 02

   Escrow Provisions

   The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of any of the parties, and the Escrow Agent shall not be liable to any of the parties for any act or omission on its part, other than for its breach of this Agreement or its gross negligence or willful misconduct. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ -21- fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder (except to the extent resulting from its breach of this Agreement or its gross negligence or willful misconduct). 10.23.2 If at any time after the Effective Date this Agreement shall be amended by Buyer and Seller in writing, it shall not be necessary for Escrow Agent to join in or execute such amendment, provided that no such amendment may specifically modify Escrow Agent’s express obligations set forth in this Agreement. It is understood and agreed that an amendment to any time period or deadline set forth in this Agreement shall not be deemed an amendment to Escrow Agent’s express obligations of this Agreement requiring Escrow Agent’s acknowledgment. Copies of any amendment to this Agreement may be delivered by either party to Escrow Agent. Upon receipt of any such amendment, Escrow Agent shall observe and comply with the terms of any such amendment made in accordance herewith. 10.23.3 The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of Seller and Buyer. 10.23.4 The Escrow Agent shall hold the Deposit in escrow in an interest-bearing bank account reasonably approved by Seller and Buyer (the “ Deposit Escrow Account ”). Escrow Agent shall not be liable for any failure, refusal, insolvency, or inability of the depository into which the Deposit is deposited to pay the Deposit at Escrow Agent’s direction, or for levies by taxing authorities based upon the taxpayer identification number used to establish this interest bearing account. 10.23.5 The Escrow Agent shall hold the Deposit in escrow in the Deposit Escrow Account until the Closing or sooner termination of this Agreement and shall hold or apply such proceed […]

   CTO Realty Growth, Inc. (CTO, CTO-PA) (CIK 0000023795) · filed 2022-09-12 · read the filing

3. 03

   Release of Escrow Amount

   On the six (6)-month anniversary of the Closing Date (such date, the “ Escrow Release Date ”), an amount equal to the then-remaining Escrow Amount (after taking into account any disbursement of funds prior to the date thereof and less any portion of the Escrow Account subject to any outstanding unresolved claim for indemnification delivered to Seller on or prior to such date) shall be promptly disbursed to Seller (within two (2) Business Days), and Buyer and Seller shall send a joint disbursement notice to the Escrow Agent instructing the Escrow Agent to disburse to Seller the then-remaining Escrow Amount to which Seller is entitled; provided , however , if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee as provided in this Article VIII on or prior to the Escrow Release Date, then any portion of the remaining Escrow Amount subject to such outstanding unresolved claim shall continue to be held by the Escrow Agent and, if any Escrow Amount remains following the resolution of any such claims, shall be promptly disbursed to Seller (and Buyer and Seller shall issue a joint disbursement notice to the Escrow Agent to effect such disbursement as provided in the Escrow Agreement) at such time such outstanding but unresolved claims as of the Escrow Release Date are resolved in accordance with this Article VIII . In the event that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Release Date or (b) at any time after all funds available in the Escrow Account have been fully disbursed, such Buyer Indemnitee may proceed against Seller for indemnification in accordance with this Article VIII . A-66 Section 8.08 Escrow Costs . The initial administration fees, costs and expenses of the Escrow Agent shall be borne by Buyer. All other fees, costs and expenses of the Escrow Agent (if any) shall be borne equally by Buyer and Seller. ARTICLE IX TERMINATION, AMENDMENT AND WAIVER Section 9.01 Termination . This Agreement may be terminated at any time prior to the Closing, notwithstanding approval thereof by the stockholders of Seller, only as follows: (a) by mutual written consent of Buyer and Seller at any time; (b) by either Buyer or Seller: (i) if any court of competent jurisdiction or other Governmental Authority shall have issued a Governmental Order, or taken any other action that restrains, enjoins or […]

   NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545) · filed 2024-10-16 · read the filing

4. 04

   Special Repurchases Pursuant to the Indenture and Certain Escrow Release

   Pursuant to Section 15.01 of the Indenture, if the Asset Purchase Agreement is terminated in accordance with the terms thereof and the Company does not consummate the transactions thereunder, the Company will deliver to the Holder the APA Termination Notice (as defined in the Indenture), and the Purchaser shall have the right to cause the Company to repurchase the Notes by delivery of the notices required pursuant to the Indenture during the Special Repurchase Period (as defined in the Indenture). The Purchaser acknowledges, confirms and agrees that if the Purchaser does not deliver the notices required, and take the actions required, under the Indenture during the Special Repurchase Period, the Company shall have no obligation to repurchase the Notes in accordance with Section 15.01 of the Indenture, and the purchase price paid by the Purchaser for the Notes pursuant to this Agreement will be released to the Company by the Escrow Agent. 2 1.6 Closing Conditions . (a) The obligations of the Purchaser shall be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date: (i) Representations and Warranties . The representations and warranties of the Company contained herein shall be true and correct in all material respects on the date hereof and on and as of the Closing Date, and the Company shall have performed all applicable covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (ii) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the consummation of the transactions under this Agreement; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the consummation of the transactions under this Agreement, including, but not limited to, the issuance of the Notes pursuant thereto. (iii) Listing of Additional Shares . The Company shall have submitted the Listing of Additional Shares form to the Nasdaq Stock Market, Inc. with respect to the Notes and the Conversion Securities (as defined below), and the Company shall have received clearance from the Nasdaq Sto […]

   Complete Solaria, Inc. (CSLR, CSLRW) (CIK 0001838987) · filed 2024-09-26 · read the filing

5. 05

   Escrow Agent

   Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own gross negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may continue to hold the Deposit pursuant to the terms hereof, or if Escrow Agent so elects, interplead the matter at the joint and several cost of Purchaser and Seller by filing an interpleader action in a court of general jurisdiction in the county or 41 39148893v.18 circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit any such documents with respect to which there is a dispute in the Registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Pur […]

   Braemar Hotels & Resorts Inc. (BHR, BHR-PB, BHR-PD) (CIK 0001574085) · filed 2024-08-08 · read the filing

6. 06

   Disbursement of Escrow Funds

   The Escrow Funds shall be held in escrow by Escrow Agent in accordance with the following terms: 2.3.1. From time to time up until 5:00 p.m. Eastern Standard time on the three hundred sixty-fifth (365 th ) day after the Closing Date (the “ Release Date ”), in the event of an occurrence subject to indemnification by Seller as specifically set forth in the Purchase Agreement, Purchaser may request payment from the Escrow Funds by giving written notice of its Claim (as defined in the Purchase Agreement) to Escrow Agent and to Seller (the “ Purchaser Claim Notice ”), certifying in such notice the nature of the Claim, the amount thereof if then ascertainable and, if not then ascertainable, a good faith estimate of the amount thereof and the provision(s) of the Purchase Agreement on which the claim is based. If Escrow Agent does not receive a written objection (an “ Objection Notice ”) from Seller within ten (10) days after Escrow Agent’s receipt of a Purchaser Claim Notice, Seller shall be deemed to have authorized payment of the Purchaser Claim Notice from the Escrow Funds, and Escrow Agent shall promptly pay to Purchaser the amount of such Claim to the extent of the balance of the Escrow Funds. If within such ten (10) day period, the Escrow Agent shall receive an Objection Notice from Seller, then Escrow Agent shall not pay such claim and reserve and set aside a portion of the Escrow Funds equal to the amount of such Claim (each, a “ Claim Reserve ”). 2.3.2 Upon the receipt by the Escrow Agent of (i) joint written instructions signed by Purchaser and Seller or (ii) a copy of a final and non-appealable determination, finding, judgment and/or award by a court of competent jurisdiction hearing a claim, Escrow Agent shall pay the portion of the Claim Reserve directed to be paid therein to Purchaser or Seller as the case may be. 2 38354973v.11 ACTIVE 692459524v13 2.3.3 On the Release Date, the balance of the Escrow Funds, less the Claim Reserve and an amount equal to the amount of all Claims made prior to the Release Date for which the time period permitted for Seller to provide an Objection Notice has not elapsed, if any, shall be paid to Seller. Upon resolution of all remaining timely provided Purchaser Claim Notices and Objection Notices, the balance of the Escrow Funds shall be paid to Seller. 2.3.4 This Escrow Agreement shall terminate upon the disbursement by […]

   ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582) · filed 2024-05-09 · read the filing

7. 07

   Deposit Escrow

   (a) The Buyer has deposited into a deposit escrow account with the Escrow Agent an amount equal to $1,000,000.00 (such amount, the “ Deposit ”) by wire transfer of immediately available funds. (b) The Seller shall give written notice to the Escrow Agent to release the Deposit to the Seller upon the earliest to occur of (i) the Closing, or (ii) two (2) Business Days following the termination of this Agreement by (A) the Seller pursuant to Section 9.1(c) (other than clause (iv) thereof) or (B) the Buyer or the Seller for any reason at a time when the Seller could have terminated this Agreement pursuant to Section 9.1(c) (other than clause (iv) thereof) (any such termination described in the foregoing clause (ii)(A) or (ii)(B) , a “ Buyer Default Termination ”). (c) If this Agreement or the Transactions are terminated other than for a termination which constitutes a Buyer Default Termination, the Seller shall provide written instructions to the Escrow Agent to, within two (2) Business Days after such instruction, return to the Buyer the Deposit by wire transfer of immediately available funds. 19 Section 3.3 Allocation . The Buyer shall, as promptly as reasonably practicable after the Closing Date, prepare and deliver to the Seller a statement containing an allocation of the Purchase Price (and any other amounts, to the extent properly taken into account under the Code) among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “ Allocation ”). The Seller and the Buyer shall work in good faith to resolve any disagreements regarding the Allocation. If the Seller and the Buyer are unable to reach an agreement within fifteen (15) Business Days after the Seller’s receipt from Buyer of the statement setting forth the Allocation, any such disagreement shall be submitted for resolution and determination to a mutually agreed upon nationally-recognized accounting firm. The accounting firm will deliver to the Buyer and the Seller a written determination of the disputed Allocation within twenty (20) Business Days of the submission of the dispute to the accounting firm. One-half of all fees, costs and expenses of retaining the accounting firm shall be borne by Seller and one-half of such fees, costs and expenses of retaining the accounting firm shall be borne by Buyer. Any resolution by the Seller and the […]

   Lordstown Motors Corp. (NRDE) (CIK 0001759546) · filed 2023-09-29 · read the filing

8. 08

   Duties of Escrow Agent

   (a) Holding of the Deposit . The Escrow Agent shall hold the Deposit in an interest-bearing federally insured account and shall pay the Deposit to the party entitled thereto in accordance with the terms of this Agreement. (b) Duties of Escrow Agent . The acceptance by the Escrow Agent of its duties as such under this Agreement is subject to the following terms and conditions, which all parties to this Agreement hereby agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Escrow Agent: (i) The Escrow Agent acts hereunder as a depositary only, and is not responsible or liable in any manner for the sufficiency of any amounts deposited with it. (ii) The Escrow Agent shall not be liable for acting upon any notice, request, waiver, consent, receipt or other instrument or document which the Escrow Agent in good faith believes to be genuine and what it purports to be. (iii) The Escrow Agent shall not be liable for any error in judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, gross negligence or willful misconduct. (iv) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and advice of such counsel. (v) The Seller and the Purchaser each hereby release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. (c) Removal of Escrow Agent . The Seller and the Purchaser may remove the Escrow Agent at any time upon not less than five (5) Business Days’ prior notice to the Escrow Agent; in such case, the Purchaser, by notice to the Seller, shall appoint a successor Escrow Agent, reasonably satisfactory to the Seller, who shall accept such appointment and agree in writing to be bound by the terms of this Agreement. If no successor Escrow Agent is appointed and acting hereunder within five (5) Business Days after the removal of the Escrow Agent or there is a dispute among the parties with respect to payment of the Deposit, the Escrow Agent […]

   DIGITAL ALLY, INC. (DGLY) (CIK 0001342958) · filed 2024-08-06 · read the filing

9. 09

   Escrow Agent

   The parties hereto designate First American Title Insurance Company, 1660 West Second Street, Suite 650, Cleveland, Ohio 44113, Attn: Rebecca S. Groetsch, Phone: 216-802-3502, Email: rgroetsch@firstam.com (the “ Title Company ”) as the escrow agent (the “ Escrow Agent ”) in connection with this transaction. This Agreement shall serve as escrow instructions and shall be subject to the usual conditions of acceptance of the Escrow Agent, insofar as the same are not inconsistent with any of the terms hereof. By execution of this Agreement, the Escrow Agent agrees that the Earnest Deposit shall be held as a deposit under this Agreement in an interest-bearing account and: (i) applied against the Purchase Price if Closing occurs; or (ii) delivered to Seller or Buyer, in accordance with the terms of this Agreement upon the written approval of Seller and Buyer, if Closing does not occur. Interest on the Earnest Deposit shall be paid to the party entitled to receive the Earnest Deposit pursuant to this Agreement. a) Escrow Agent is hereby appointed by Buyer and Seller to receive, hold and dispose of the Earnest Deposit set forth above and the Roof Escrow Funds (as hereinafter defined) in accordance with the terms and conditions hereof. Escrow Agent shall not release any or all of the Earnest Deposit without joint written instructions from Buyer and Seller. Escrow Agent is acting solely as a stakeholder and depository, and is 3 not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of the escrow, or for the identity or authority of any person executing or depositing it. b) Buyer and Seller agree to indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and attorney’s fees in connection with or in any way arising out of this Agreement, other than expenses resulting from the Escrow Agent’s own gross negligence or willful misconduct. c) In the event of a dispute concerning the Earnest Deposit and/or the Roof Escrow Funds, Escrow Agent may continue to hold the Earnest Deposit and/or the Roof Escrow Funds pursuant to the terms hereof, or may, after giving Buyer and Seller at least 15 days’ advance, written notice, at the joint and several cost of the Buyer and Seller, deposit the same in a court of competent jurisdiction. Escrow Agent may dispose of th […]

   Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433) · filed 2024-01-24 · read the filing

10. 10

    Escrow Fund

    Simultaneous with the Closing, the Purchaser, the Representative and an escrow agent mutually selected by the Company and the Purchaser (the “Escrow Agent”) shall enter into an escrow agreement, and pursuant to the terms of such escrow agreement, Two Million Nine Hundred Forty Thousand Dollars ($2,940,000) (the “Escrow Fund”) shall be withheld from the Purchase Price and delivered to the Escrow Agent as a non-exclusive indemnification fund (without limiting the Purchaser’s other rights under this Agreement). The Escrow Fund will be held in Escrow Agent’s standard interest bearing account until the Release Date. The Escrow Fund will be used to satisfy any indemnification claim of the Purchaser Indemnitees pursuant Section 9.2 hereof, and shall otherwise be administered and released as specifically provided for in the Escrow Agreement. The balance of the Escrow Fund, plus interest earned, less any amounts due to the Purchaser as of the Release Date with respect to indemnification claims of the Purchaser Indemnitees under Section 9.2 or reserved for payment with respect to any such claims submitted by any Purchaser Indemnitee on or prior to the Release Date and less any other amounts due to the Purchaser or the Purchaser Indemnitees hereunder, shall be paid to the Company by wire transfer to an account designated by the Company on the Release Date; provided, however, that any release of funds is subject to satisfaction of the terms and conditions set forth in ARTICLE XI. The parties acknowledge that the Company prefers that, if possible, the escrow fund be deposited in an interest bearing account (with a desired interest rate of 4% or higher), which terms are generally agreeable to the Purchaser if the Company can locate an agent offering such terms; provided, however, that: (a) there must be a single escrow agent; (b) there must be a single escrow fund, which must be liquid and which the parties may proceed against at any time during the escrow period; (c) the escrow agent and the escrow agreement must be acceptable to Purchaser as determined in its sole discretion; (d) the Closing cannot be conditioned on the Company finding an escrow agent who can provide the desired terms; (e) the Company shall be liable for any escrow fees in excess of $625, which amount represents 50% of the standard fee charged by the escrow agent typically utilized by the Purchaser; and […]

    First Watch Restaurant Group, Inc. (FWRG) (CIK 0001789940) · filed 2024-11-12 · read the filing

11. 11

    Escrow Agent

    The tax identification numbers of the parties shall be furnished to Escrow Agent upon request of Escrow Agent. At the Closing, proceeds of the Earnest Money shall be paid by Escrow Agent to Seller. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of such amount, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this contract or a final judgment of a court. However, Escrow Agent shall have the right, only after dispute of the parties or this contract fails due to its terms, to deposit the escrowed proceeds with the clerk of any applicable court of the county in which the Premises is located. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. 18.2 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this contract or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this contract or involving negligence on the part of Escrow Agent

    GENERATION INCOME PROPERTIES, INC. (GIPR, GIPRW) (CIK 0001651721) · filed 2025-03-28 · read the filing

12. 12

    The Escrow Agent may resign at any time

    At the time of the resignation, the parties must appoint a successor escrow agent within 30 days. If none is appointed, the Company may petition a court of competent jurisdiction to appoint a successor escrow agent. In the event of a disagreement about the interpretation of this Escrow Agreement, the Company, may, in its sole discretion, file an action in interpleader or other court action to resolve the disagreement. All parties agree to (a) indemnify the Company for any and all attorneys’ fees and costs expended and (b) permit the Company to deduct from the Deposit any court costs and attorneys’ fees reasonably incurred by the Company. 10. PRORATIONS. The following shall be prorated between Buyer and Seller as of 12:01 a.m. on the Closing Date: (i) real property taxes and assessment, (ii) management, service, operating and maintenance expenses relating to Service Contracts to be assigned to Buyer (to the extent paid by Seller and not Tenant); (iii) water, gas, electricity, sewer and other utility charges (to the extent paid by Seller and not Tenant), and (iv) annual permits and/or inspection fees. Buyer shall take all reasonable steps and actions necessary to cause all utilities to be transferred into Buyer’s name and account at the time of the Closing Date. Buyer shall obtain its own insurance with respect to the Property and shall not be responsible for any insurance premiums in connection with Seller’s insurance. If any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date and either party owing the other party a sum of money based on such ubsequent proration or credit shall promptly pay such sum to the other party. The provisions of this Section 10 shall survive the Closing. 19 11. RISK OF LOSS. 11.1 Possession; Risk of Loss . Upon the Closing, Seller shall deliver to Buyer possession of the Property, free and clear of all liens and encumbrances other than the Permitted Exceptions and any mortgage to be caused to be placed on the Property by Buyer to provide financing of the Purchase Price. Risk of loss for the Property shall remain with Seller prior to Closing

    INSPIRE VETERINARY PARTNERS, INC. (IVP) (CIK 0001939365) · filed 2023-01-05 · read the filing