ESCROW AGREEMENT
ESCROW AGREEMENT made and entered into as of the ____ day of
__________, 1997 by and between DECADE PROPERTIES, INC.
(hereinafter the "Seller"), CHARTHOUSE SUITES VACATION OWNERSHIP,
INC. (hereinafter the "Buyer") and XXXXXXX & XXXXX (hereinafter
the "Escrow Agent").
WHEREAS, the Buyer and Seller have entered into a certain
Real Estate Purchase and Sale Agreement (hereinafter the "Real
Estate Agreement") for the real estate (hereinafter the "Real
Property") as described in the Real Estate Agreement and a
certain Personal Property Purchase and Sale Agreement
(hereinafter the "Personal Property Agreement") for the personal
property (the "Personal Property") as described therein dated on
even date herewith (collectively the "Agreements"); and
WHEREAS, the parties desire to enter into this Escrow
Agreement with the Escrow Agent with respect to the holding of
the Quit-Claim Deed and DR-219 pursuant to the Real Estate
Agreement in connection with the closing of the sale of the Real
Property and the Personal Property to the Buyer.
NOW, THEREFORE, in consideration of the mutual covenants
contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:
1. Deposit. The Seller has deposited with the Escrow
Agent an executed, witnessed and acknowledged Quit-Claim Deed for
the Real Property together with an executed DR-219 Form, which
documents shall be held by the Escrow Agent in accordance with
the terms and provisions of this Agreement. Said Quit-Claim Deed
and DR-219 Form shall be hereinafter referred to as the
"Deposit."
2. Conditions. The Deposit shall be held by the Escrow
Agent until all of the following conditions have been satisfied:
A. At least 76 Charthouse Suites as more particularly
described in that certain Prospectus dated ____________________
have been sold;
B. The Buyer has paid to the Seller or deposited with
the Escrow Agent the respective Purchase Prices for the Real
Property and the Personal Property subject to closing prorations
and adjustments pursuant to separate Closing Statements for the
Real Property and the Personal Property, which Closing Statements
each have been signed by both the Buyer and the Seller;
C. The Buyer has provided funds to cover the
applicable recording fee and documentary stamp taxes with respect
to the conveyance of the Real Property; and
D. The Seller and Buyer have delivered such other
instruments and documents as may be necessary to effect the
transfers contemplated under the Real Estate Agreement and the
Personal Property Agreement.
The conditions in Subparagraphs B and C above shall be deemed
satisfied by the Escrow Agent's receipt of good and sufficient
funds in the amounts set forth on the required Closing Statements
which have been signed by both the Buyer and the Seller. If the
amounts required under the condition in subparagraph B above have
been paid to the Seller, then the condition shall be deemed
satisfied by written notice to the Escrow Agent signed by the
Seller acknowledging receipt of said funds. The conditions in
Subparagraphs A and D shall only be deemed satisfied by written
notice to the Escrow Agent signed by the Seller and the Buyer
acknowledging satisfaction of such conditions. Notwithstanding
any provision to the contrary the Escrow Agent shall not release
the Deposit without a written direction signed by both the Buyer
and the Seller authorizing the release of the Deposit. Upon
satisfaction of the conditions as provided herein and upon
receipt of said written direction signed by both the Buyer and
the Seller authorizing said release, the Escrow Agent shall
deliver to the Buyer the Deposit. If after the Deposit may be
released as provided above and if so directed by the Buyer,
provided that the Escrow Agent receives sufficient funds to pay
the applicable recording fee and documentary stamp taxes, then
the Escrow Agent shall cause the Quit-Claim Deed to be recorded
and the DR-219 Form to be filed in the Office of Clerk of Courts
for Pinellas County.
Notwithstanding any provision to the contrary, in the event
that all of the conditions stated above are not satisfied and the
written direction signed by both parties authorizing the release,
is not received by the Escrow Agent on or before __________, or
such earlier date set forth in written notice signed by the
Seller and the Buyer, then the Escrow Agent shall return the
Deposit to the Seller.
3. Default. Notice of any default, dispute or
disagreement among the parties as to this Escrow Agreement shall
be given to the Escrow Agent as soon as same arises. Subsequent
to giving notice of any default, dispute or disagreement among
the parties to this Escrow Agreement, the Escrow Agent shall not
disburse funds or deliver any documents from escrow, or perform
any other act required by this Escrow Agreement, except upon
specific and mutual agreement in writing signed by all parties to
this Escrow Agreement, or upon order of a court of competent
jurisdiction.
In the event of any default, dispute or disagreement between
the parties or otherwise in connection with this Escrow
Agreement, the Escrow Agent may, in its sole discretion, file an
action for interpleader or pursue other appropriate legal
proceedings to resolve the disagreement and, whether suit is
filed or not, may retain legal counsel for advice or
representation.
4. Escrow Agent Provisions. The Escrow Agent shall not be
liable for any mistakes of facts or errors in judgment, or any
acts or omissions of any kind unless caused by its willful
misconduct or gross negligence. The Escrow Agent shall be
permitted to rely on written notice, directions and other
documents received by the Escrow Agent purporting to be signed by
the Buyer and/or the Seller hereunder. The parties hereto agree
to reimburse the Escrow Agent for all costs, fees and expenses
incurred in connection with this Escrow Agreement and shall
indemnify and hold the Escrow Agent harmless from any claims,
demands, causes of action, liability damages and judgments,
including the costs of defending any action against it, together
with any reasonable attorneys' fees, costs, and legal expenses
incurred, all in connection with the Escrow Agent's undertaking
pursuant to the terms and conditions of this Escrow Agreement.
The Escrow Agent may at any time resign upon advance written
notice of such intention. The Escrow Agent shall deliver the
Deposit to successor Escrow Agent pursuant to written direction
signed by both the Buyer and the Seller. If such written
direction signed by both the Buyer and the Seller as to a
successor Escrow Agent is not received by the Escrow Agent within
five (5) days after the Escrow Agent's resignation, the Escrow
Agent may interplead the Deposit in the Circuit Court in and for
Pinellas County, Florida and shall have no further obligation in
connection with this Escrow Agreement.
5. Notices. Any notices or other communications or
deliveries which may be required or desired to be given under the
terms of this Agreement shall be in writing and shall be deemed
to have been duly given if personally delivered, if delivered via
facsimile to the respective party at the facsimile number set
forth below, if sent by overnight courier (e.g., Federal
Express), or if mailed U.S. certified mail, return receipt
requested, postage prepaid, addressed to the respective party at
the addresses set forth below:
If to Seller: Decade Properties, Inc.
000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx Xxxxxxxxxx
Fax: (000) 000-0000
If to Buyer: Charthouse Suites Vacation
Ownership, Inc.
000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attn: Mr. Xxxxxxx Xxxxx
Fax: (000) 000-0000
If to Escrow Agent: Xxxxxxx & Xxxxx
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
Any notice so given by mail shall be deemed to have been duly
delivered two (2) days after the same is deposited in the U.S.
mail in the manner specified above. Any notice so given by
overnight courier shall be deemed to have been duly delivered on
the first day following the date the same is delivered to the
overnight courier. Any notice so given by any manner other than
by certified mail or by overnight courier shall be deemed to have
been duly delivered upon actual receipt of the same by the party
to whom the same is to be delivered. Any party may change the
address to which notices are to be sent to such party by written
notice to the parties specifying such change of address.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of this date first above written.
SELLER:
DECADE PROPERTIES, INC.
By:________________________________
BUYER:
CHARTHOUSE SUITES VACATION
OWNERSHIP, INC.
By:________________________________
ESCROW AGENT:
XXXXXXX & XXXXX
By:________________________________
