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 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; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish or 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Patriot American Hospitality Operating Co\de)
Escrow Agent. (a) Limitation of Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience Agent's Liability; Responsibilities of ----------- the parties without fee or other charges for such services as Escrow Agent. Escrow Agent's responsibility and liability under this Agreement shall be limited as follows: (i) Escrow Agent does not represent, warrant or guaranty to the holders of the Securities from time to time the performance of Company; (ii) Escrow Agent shall not be liable: (a) have no responsibility to any Company or the holders of the parties Securities or Trustee from time to time as a consequence of performance or non-performance by Escrow Agent hereunder, except for any act bad faith, gross negligence or omission to act except for its own willful misconductmisconduct of Escrow Agent; (biii) Company shall remain solely responsible for all aspects of Company's business and conduct; and (iv) Escrow Agent is not obligated to supervise, inspect or inform Company or any third party of any matter referred to above. In no event shall Escrow Agent be liable (A) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Company or any entity acting on behalf of Company, (B) for any legal effectconsequential, insufficiencypunitive or special damages, (C) for the acts or omissions of its nominees, correspondents, designees, subagents or subcustodians or (D) for an amount in excess of the value of the Escrow Account, valued as of the date of deposit. No implied covenants or obligations shall be inferred from this Agreement against Escrow Agent, nor shall Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and without limiting the foregoing, Escrow Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds, the Pledged Securities or Cash Equivalents held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, 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 of principal or impairment of funds that have income incident to any such delay. statement or execute any document in connection with the provisions hereof has been deposited duly authorized to do so. At any time Escrow Agent may request in escrow while those funds are writing an instruction in writing from Company (other than any disbursement pursuant to Section 6(b)(iii)), and may at its own option include in such request the course of collectionaction it proposes to take and the date on which it proposes to act, or while those funds are on deposit regarding any matter arising in a financial institutionconnection with its duties and obligations hereunder; provided, if such loss or impairment results from the failurehowever, 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; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish or 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 that Escrow Agent shall be relieved and released from any further liability as Escrow Agent hereunderstate in such request that it believes in good faith that such proposed course of action is consistent with another identified provision of this Agreement. Escrow Agent shall not be liable to Company for acting without Company's consent in accordance with such a proposal on or after the date specified therein if (i) the specified date is at least four Business Days after Company receives Escrow Agent's compliance request for instructions and its proposed course of action, and (ii) prior to so acting, Escrow Agent has not received the written instructions requested from Company. At the expense of Company, Escrow Agent may act pursuant to the advice of counsel chosen by it with respect to any legal processmatter relating to this Agreement and (subject to clause (ii) of the first paragraph of this Section 4(a)) shall not be liable for any action taken or omitted in accordance with such advice. Escrow Agent shall not be called upon to advise any party as to selling or retaining, subpoenaor taking or refraining from taking any action with respect to, writany securities or other property deposited hereunder. Agent may incur by reason of its acting. Escrow Agent may in addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as Escrow Agent may deem necessary. The costs and expenses (including reasonable attorney's fees and expenses) incurred in connection with such proceedings shall be paid by, order, judgment and decree shall be deemed an obligation of Company. No provision of this Agreement shall require Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any courtof its duties hereunder. Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, whether issued with obligation or without jurisdictionresponsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, and whether any act of God or not subsequently vacatedwar, modified, set aside or reversedthe unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility).
Appears in 1 contract
Escrow Agent. Escrow Agent referred agrees to accept, hold and disburse the Deposit in accordance with the definition thereof ------------ contained in Section 1.1 hereof has agreed terms and conditions of this Agreement. In the event of doubt as to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent. 's duties or liabilities under this Agreement, Escrow Agent shall not be liablemay, in its sole discretion: (a) continue to any hold the subject matter of this escrow until the parties mutually agree to the disbursement thereof or until a judgment of a court of competent jurisdiction determines the rights of the parties for any act therein; or omission to act except for its own willful misconduct; (b) for any legal effectdeposit the same with the Clerk of Circuit Court of Orange County Florida and upon notifying all parties concerned of such action, insufficiency, or undesirability all liability on the part 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; or (e) for the default, error, action or omission of either party will fully terminate except to the extent of an accounting for items theretofore delivered out of 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 legal action involving Buyer and Seller wherein Escrow Agent is made a party by virtue of acting as Escrow Agent hereunder, or in the event of the commencement of any legal action wherein Escrow Agent interpleads the subject matter of this escrow, Escrow Agent will be entitled to recover reasonable attorney's fees and costs incurred, including, without limitation, those incurred on appeal, if any, and in any administrative, mediation, arbitration or bankruptcy proceedings, said fees and costs to be charged and assessed as court costs in favor of the disposition prevailing party and deducted from the funds interpleaded. Buyer and Seller agree that the Escrow Agent will not be liable to any party or person whatsoever for misdelivery of the Deposit, unless such misdelivery is due to the Deposit willful breach of this Agreement or gross negligence on the part of Escrow Agent, nor will Escrow Agent be liable for any action taken by it, unless taken or suffered in willful disregard of its obligations hereunder or with gross negligence. Additionally, Seller acknowledges that in the event of any disagreement between Seller and Buyer concerning the Deposit, the transaction under this Agreement or any other monies held in escrow, or of any documents held in escrowmatter related to the Property, Escrow Agent maymay continue to represent Buyer in connection with such dispute, if such Escrow Agent including negotiations, arbitration, mediation and litigation, so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish or 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 long as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent's compliance with any legal processfirst delivers the Deposit to the Clerk of Circuit Court of Orange County, 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 reversedFlorida in the manner previously contemplated in this ss.19.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Regency Realty Corp)
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. ’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall not be liable: (a) to incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of the parties judgment or for any act done or omission omitted to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered be done by the Escrow Agent or exchanged in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred 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 serving as Escrow Agent to comply hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with said time limit; or (e) for the default, error, action or omission of either party respect to the escrowDeposit. 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 If there is any dispute as to whether the Escrow Agent is obligated to deliver the Deposit or as to whom the Deposit is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the Deposit until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the Deposit, or, in the absence of such written authorization, the Escrow Agent may hold the Deposit or any other monies held until a final determination of the rights of the Parties in escrowan appropriate judicial proceeding. If such written authorization is not given, or of any documents held in escrowa proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent mayof such dispute, if such the Escrow Agent so elects, interplead may bring an appropriate action or proceeding for leave to deposit the matter by filing an interpleader action Deposit in a court of general competent jurisdiction in the parish or 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 pending such documents with respect to which there is a dispute in the Registry of such court, whereupon such determination. The Escrow Agent shall be relieved reimbursed for all costs and released from expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the Deposit. Upon making delivery of the Deposit in any further liability as Escrow Agent hereunder. of the manners herein provided, the Escrow Agent shall not be liable for have no further liability or obligation hereunder. The Escrow Agent's compliance Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the Deposit and is holding the same on deposit in accordance 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 reversedthe provisions hereof.
Appears in 1 contract
Samples: Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.)
Escrow Agent. Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof of this Agreement has agreed to act as such for the convenience of ----------- the parties Parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties Parties for any act or omission to act except for its own willful misconductmisconduct or gross negligence; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties 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; or (e) for the default, error, action or omission of either party 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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish county or circuit where the Real Property is located (to the jurisdiction of which both parties Parties do hereby by this Agreement 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 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 ’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.
Appears in 1 contract
Samples: Combined Contribution and Purchase and Sale Agreement (Ashford Hospitality Trust Inc)
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 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; or (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 bonafide and genuine. In the event of any dispute as to the disposition of the Deposit, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish county or 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Patriot American Hospitality Operating Co\de)
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 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 50 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; or (e) for the default, error, action or omission of either other 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, Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general competent jurisdiction in the parish county or circuit where the Real Property is located (to the jurisdiction of which both all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the Registry registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent's ’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.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Gaylord Entertainment Co /De)
Escrow Agent. Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such All fees and expenses, including fees for the convenience of ----------- the parties without fee or other charges retained services for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any escrow administration and reasonable attorney’s fees of the parties for any act or omission to act except for its own 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 reasonably incurred in entering into this Agreement and in the ordinary course of performing his responsibilities hereunder will be paid by the Joint Owners (and not through withdrawal from the Escrow Agent Fund) in proportion to comply with said time limit; or (e) for their Seabrook Station ownership by the default, error, action or omission Joint Owners upon receipt of either party to a written invoice by the escrow. Escrow Agent, issued to FPLE Seabrook as managing agent for Seabrook Station, for the total amount due. The Escrow Agent may retain any and all professionals that, within his sole discretion, are necessary to fulfill his obligations under the terms of this Agreement. Any extraordinary fees and expenses including attorney’s fees, including without limitation any fees or expenses paid by the Escrow Agent in its capacity as escrow agentconnection with a dispute with a Joint Owner over the distribution of all or any portion of the Escrow Fund or the validity of a claim against the Escrow Fund, shall or the interpretation of this Agreement, will be entitled to rely on any document or paper received paid by it, believed by the non-prevailing party in such Escrow Agent, in good faith, to be bona fide and genuinedispute. In the event the Escrow Agent incurs any liability to any person, firm or corporation by reason of any dispute as his acceptance or proper and timely administration of this Escrow Agreement, each Joint Owner in proportion to its ownership share in Seabrook Station agrees, to the disposition extent allowed by law, to indemnify the Escrow Agent, his agents, directors and employees, against any such liability or for his fees and expenses or costs and expenses, including, without limitation, counsel fees and expenses, as the case may be. Notwithstanding the foregoing, no indemnity need be paid in the event of the DepositEscrow Agent’s gross negligence, the Deposit bad faith or willful misconduct. Each Joint Owner agrees to assume any other monies held in escrow, and all obligations imposed now or of hereafter by any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish or 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 applicable tax law with respect to which there is a dispute in the Registry payment out of such courtthe Escrow Fund under this Agreement, whereupon such and to the extent allowed by law, to indemnify and hold the Escrow Agent harmless from and against any taxes, additions of late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. Each Joint Owner shall be relieved undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent’s responsibility for withholding and released from any further liability other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with his acting as Escrow Agent hereunderunder this Agreement. To the extent allowed by law, each Joint Owner agrees to indemnify and hold the Escrow Agent shall not harmless from any liability, including costs and expenses (including reasonable legal fees), interest and penalties, on account of taxes, assessments or other governmental charges, including without limitation the withholding or deduction or the failure to withhold or deduct same, and any liability for failure to obtain proper certifications, or to properly report to governmental authorities, to which the Escrow Agent may be liable for Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued or become subject in connection with or without jurisdictionwhich arises out of this Agreement. Indemnifications in favor of the Escrow Agent hereunder shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement and shall be several, and whether or not subsequently vacatedjoint, modified, set aside or reversedamong the Joint Owners.
Appears in 1 contract
Samples: Escrow Agreement
Escrow Agent. The Escrow Agent referred agrees by acceptance of the monies to be deposited with it (the “Escrow Funds”) to hold the same in escrow and to disburse such monies in accordance with the definition thereof ------------ contained terms and conditions of this Agreement. In the event of a dispute between Purchaser and Seller as to the duties or liabilities under the provisions of this Agreement, Escrow Agent may, in Section 1.1 hereof has agreed its sole discretion, continue to act as such for hold the convenience of ----------- monies which are subject to this escrow until the parties without fee mutually agree to the disbursement thereof or other charges for until final judgment of a court of competent jurisdiction binding the parties thereto, or it may deposit all the monies then held pursuant to this Agreement with the Clerk of the Circuit Court of Palm Beach County and, upon notifying all parties concerned of such services as Escrow Agent. action, all liability on the part of the Escrow Agent shall not be liable: (a) fully cease and terminate, except to any the extent of the parties accounting for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability monies theretofore delivered out 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; or (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 suit between Purchaser and Seller wherein the Escrow Agent is made a party by virtue of acting as to Escrow Agent hereunder, or in the disposition event of any suit wherein the DepositEscrow Agent interpleads the subject matter of this escrow, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish or 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 entitled to recover reasonable attorneys’ fees and released court costs to be paid from any further liability the Escrow Funds, but chargeable as Escrow Agent hereundercosts in favor of the prevailing party. All parties agree that the Escrow Agent shall not be liable to any party or person whomsoever for misdelivery of monies subject to this escrow to Purchaser or Seller unless such misdelivery shall be due to willful breach of this Agreement or gross negligence on the part of the Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment . The parties expressly recognize that Escrow Agent is the attorney for the Seller and decree of any court, whether issued with or without jurisdictionboth parties agree that such representation will continue through this transaction, and whether or may further continue subsequent to the Closing. Purchaser acknowledges that Escrow Agent may represent the Seller for all matters related to this transaction, including, but not subsequently vacatedlimited to, modified, set aside or reversedany litigation arising herein and that such duties as Escrow Agent shall not disqualify Seller’s attorney from representing Seller in such matters.
Appears in 1 contract
Escrow Agent. Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof of this Agreement has agreed to act as such for the convenience of ----------- the parties Parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties Parties for any act or omission to act except for its own willful misconductmisconduct or gross negligence; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties 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; or (e) for the default, error, action or omission of either party 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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish county or circuit where the Real Property is located (to the jurisdiction of which both parties Parties do hereby by this Agreement 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 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.
Appears in 1 contract
Samples: Combined Contribution and Purchase and Sale Agreement (Ashford Hospitality Trust Inc)
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: (ai) to any of the parties for any act or omission to act act, except for its own negligence or willful misconduct; (bii) 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; (ciii) 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; (div) 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; or and (ev) 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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general competent jurisdiction in the parish or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent)Los Angeles County, California, 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 registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Deposit 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Hotels & Resorts, Inc.)
Escrow Agent. Escrow Agent referred shall be Commonwealth Land Title Insurance Company, c/o New York Land Services, Attention: Xxxxxx Xxxx. Any funds (including, without limitation, the Deposit), documents or other property delivered to Escrow Agent pursuant to this Agreement shall be held by Escrow Agent in trust. Buyer acknowledges that the sub-account into which funds are to be deposited cannot be established without Buyer furnishing Escrow Agent with an executed original Form W-9. Buyer represents and warrants to Escrow Agent that its Federal Taxpayer Identification Number is the number provided in the definition thereof ------------ contained in Section 1.1 hereof has agreed Form W-9 delivered to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent. References to the Deposit or any other funds delivered to Escrow Agent hereunder shall include any and all interest accrued thereon. Seller and Buyer acknowledge that Escrow Agent, as the escrow agent, has no duties or responsibilities hereunder other than to hold any funds, documents or other property deposited with it pursuant to this Agreement. In the event of any dispute regarding any action taken, or proposed to be taken, by Escrow Agent with respect to any funds, documents or other property held by Escrow Agent pursuant to this Agreement or if any dispute arises with respect to this Agreement and Escrow Agent’s duties hereunder, whether such dispute arises between the parties hereto or between the parties hereto and other persons, Escrow Agent, in its sole discretion, may cause such funds, documents and other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by Escrow Agent, and Seller and Buyer, jointly and severally, agree to pay directly, or reimburse Escrow Agent for, any and all expenses so incurred by Escrow Agent, including, but not limited to, any reasonable attorneys’ fees incurred by Escrow Agent in any such action; provided, that one-half of any such fees and expenses shall be paid by Seller and one-half shall be paid by Buyer. Seller and Buyer acknowledge that Escrow Agent’s duties are purely ministerial in nature and that Escrow Agent is acting hereunder solely as a stakeholder and at the request of the Parties and as a convenience to the Parties and that Escrow Agent shall not be liable: (a) deemed to be the agent of any of the parties Parties and that Escrow Agent shall not be liable for (i) any loss, cost or damage which it may incur as a result of serving as escrow agent hereunder, except for any act loss, cost or omission damage arising out of its willful misconduct or gross negligence or failure to act except comply with the terms of this Agreement, (ii) any action taken or omitted to be taken in reliance upon any document, including any written instructions provided for its own willful misconduct; in this Agreement, which Escrow Agent shall in good faith believe to be genuine, (biii) for any legal effect, insufficiency, or undesirability the expiration of any instrument deposited with time limit or delivered other delay that is not caused by the failure of Escrow Agent or exchanged by the parties hereunderto proceed in its ordinary course of business, whether or and in no event where such time limit is not disclosed to Escrow Agent prepared such instrument; Agent, and (civ) 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 resulting from the failure, insolvency or suspension of the financial institution at which any funds have been deposited. Buyer and Seller acknowledge that they are aware that the Federal Deposit Insurance Corporation (FDIC) coverage applies only to a financial cumulative maximum amount for each individual depositor for all of such depositor’s accounts at the same or related institution; (d) . Buyer and Seller are further aware that Escrow Agent is not responsible for levies by taxing authorities based upon the taxpayer identification number used to establish the interest-bearing account for the expiration Deposit. Seller and Buyer, jointly and severally, do hereby agree to indemnify and hold harmless Escrow Agent of and from any and all liabilities, costs, expenses, and claims, of any time limit nature whatsoever, by reason of or other consequence arising out of delay, unless a properly executed written instruction, accepted the acting as escrow agent hereunder by the named Escrow Agent; provided, has instructed that one-half of any such costs or expenses shall be paid by Seller and one-half shall be paid by Buyer. If for any reason the Closing does not occur and any Party makes a written or oral demand upon Escrow Agent for delivery to comply with said time limit; or (e) for the default, error, action or omission it 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 funds being held by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as Agent shall give written notice to the disposition other Party of such demand. If Escrow Agent does not receive a written objection from the non‑demanding Party to the proposed delivery of the Deposit, funds within three (3) Business Days after the Deposit or any other monies held in escrow, or giving of any documents held in escrowsuch notice, Escrow Agent mayis authorized, if instructed and directed to make such delivery. If Escrow Agent so electsdoes receive such written objection within such three (3) Business Day period, interplead Escrow Agent shall continue to hold the matter funds until otherwise directed by filing an interpleader action in written instructions from the Parties or a final judgment of a court of general competent jurisdiction. Escrow Agent shall have the right at any time to deposit the funds with any court having appropriate jurisdiction in over the parish or circuit where the Real Property is located (subject matter of this Agreement. Escrow Agent shall give written notice of any such deposit to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit Parties. Upon any such documents with respect to which there is a dispute in the Registry of such courtdeposit, whereupon such Escrow Agent shall be relieved and released from any discharged of all further liability as Escrow Agent obligations and responsibilities 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.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Steadfast Apartment REIT, Inc.)
Escrow Agent. (a) If the sum paid under Section 2.01 or any other sums paid on account of the Purchase Price prior to the Closing (collectively, "Downpayment") are paid by check or checks drawn to the order of and delivered to the escrow agent designated in SCHEDULE C ("Escrow Agent"), the Escrow Agent referred shall hold the proceeds thereof in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrow Agent) until the Closing or sooner termination of this contract and shall pay over or apply such proceeds in accordance with the terms of this section. Escrow Agent need not hold such proceeds in an interest-bearing account, but if any interest is earned thereon, such interest shall be paid to in the definition thereof ------------ contained in Section 1.1 hereof has agreed same party entitled to act as the escrowed proceeds, and the party receiving such for the convenience interest shall pay any income taxes thereon. The tax identification numbers of ----------- the parties without fee are either set forth in SCHEDULE C or shall be furnished to Escrow Agent upon request. At the Closing, such proceeds and the interest thereon, if any, 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 charges party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within 10 business days after the giving of such notice, Escrow Agent is hereby authorized too make such payment. If Escrow Agent does receive such written objection within such 10 day period or if for any other reason Escrow Agent in good faith shall elect not to make such services as payment, Escrow AgentAgent 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 at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the country in which the Land is located. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own 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 give written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish or 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 notice of such court, whereupon deposit to Seller and Purchaser. Upon such deposit Escrow Agent shall be relieved and released from any discharged of all further liability as Escrow Agent obligations and responsibilities 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.
Appears in 1 contract
Escrow Agent. The 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. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged exchange 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 the Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. The Escrow Agent, in its capacity as escrow agent, 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 It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute as to the disposition of the Deposit, the Deposit if any, or any other monies held in escrow, or of any documents held in escrow, the Escrow Agent may, if such Escrow Agent so elects, interplead the matter parties by filing an interpleader action in any court having subject matter jurisdiction of such a court of general jurisdiction in the parish or circuit where the Real Property is located matter (to the personal jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit if any, and any such documents with respect to which there is a dispute other monies held in the Registry of such courtescrow, including all interest earned thereon, whereupon such Escrow Agent shall be relieved and released from any further liability as Escrow Agent hereunder. In the event of such interpleader action, the Escrow Agent shall not be disabled from representing a party hereto. Escrow Agent shall not be liable for Escrow Agent's compliance with any legal process, subpoena, writwrits, orderorders, judgment judgments and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.
Appears in 1 contract
Samples: Purchase Leaseback Agreement (Hersha Hospitality Trust)
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 or 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 consequences of delay, unless a properly executed written instructioninstruction from one the parties hereto, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general competent jurisdiction in the parish county or 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 Depositsuch monies held by Escrow Agent, or deposit any such documents with respect to which there is a dispute in the Registry 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 ’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.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Moody National REIT II, Inc.)
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 willful misconductmisconduct or gross negligence; (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; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish county or 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 ’s compliance with any Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale 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.
Appears in 1 contract
Samples: Contribution Agreement (Ashford Hospitality Trust Inc)
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 willful misconductmisconduct or gross negligence; (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; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent maymay continue to hold the Deposit pursuant to the terms hereof, or if such 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 parish county or 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 ’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. Purchaser and Seller agree to jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and attorney’s fee (collectively called “Expenses”) in connection with or in any way arising out of the escrow arrangement, other than expenses resulting from the Escrow Agent’s own gross negligence or willful misconduct.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Ashford Hospitality Prime, Inc.)
Escrow Agent. The Escrow Agent referred to in the definition thereof ------------ contained in Section Paragraph 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. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged exchange 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 the Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. The Escrow Agent, in its capacity as escrow agent, 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 It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute as to the disposition of the Deposit, the Deposit if any, or any other monies held in escrow, or of any documents held in escrow, the Escrow Agent may, if such Escrow Agent so elects, interplead the matter parties by filing an interpleader action in any court having subject matter jurisdiction of such a court of general jurisdiction in the parish or circuit where the Real Property is located matter (to the personal jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit if any, and any such documents with respect to which there is a dispute other monies held in the Registry of such courtescrow, including all interest earned thereon, whereupon such Escrow Agent shall be relieved and released from any further liability as Escrow Agent hereunder. In the event of such interpleader action, the Escrow Agent shall not be disabled from representing a party hereto. Escrow Agent shall not be liable for Escrow Agent's compliance with any legal process, subpoena, writwrits, orderorders, judgment judgments and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.
Appears in 1 contract
Escrow Agent. It is agreed that the duties of the Escrow Agent referred are only as herein specifically provided and purely ministerial in nature, and the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. Seller and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience performance of ----------- its duties hereunder, except the parties without fee shall not release Escrow Agent from willful misconduct or gross negligence. The Escrow Agent is acting as stakeholder only with respect to the Deposit and any other monies or documents to the extent delivered to Escrow Agent pursuant to this Agreement. The Escrow Agent agrees that at such time as either party alleges that there is a default entitling the other party to the Deposit or other charges monies or documents held by Escrow Agent, then the Escrow Agent shall send notice to Buyer and Seller advising that the other party has made demand on the Escrow Agent for such services as Deposit or other monies or documents held by Escrow Agent. If the party alleged to be in default does not dispute Escrow Agent disbursing the Deposit or other monies or documents held by Escrow Agent within ten (10) days of receipt of notice that Escrow Agent intends to disburse the Deposit or other monies or documents held by Escrow Agent, then Escrow Agent is authorized to disburse the Deposit or other monies or documents as set forth in Escrow Agent’s notice. If there is any valid dispute as to whether the Escrow Agent is obligated to deliver the Deposit or the cash or documents to close or as to whom the Deposit or cash or documents to close is to be delivered, the Escrow Agent shall not make any delivery, but in such event, the Escrow Agent shall hold same until receipt by it of an authorization in writing, directing the disposition of same executed by Seller and Buyer; or in the absence of such authorization, the Escrow Agent shall hold the Deposit and/or the cash or documents to close until final determination of the rights of the parties in the appropriate proceedings. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days of written demand by Escrow Agent to Seller and Buyer and diligently continued, the Escrow Agent may bring an appropriate action or proceeding to interplead such deposits. Escrow Agent shall have the right to withdraw as Escrow Agent upon ten (10) days written notice to the parties and if the parties do not provide a substitute Escrow Agent and release Escrow Agent under this Agreement within such ten (10) day period, the Escrow Agent may interplead the Deposit. Any such interpleader action must be liable: (a) brought in St. Lucie County, Florida. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys’ fees and disbursements, by the party determined to any have wrongfully disputed Escrow Agent’s authority to disburse. Upon making delivery of the parties for any act Deposit and/or the cash or omission documents to act except for its own willful misconduct; (b) for any legal effectclose, insufficiency, or undesirability of any instrument deposited with or delivered by the Escrow Agent shall have no further liability unless such delivery constituted willful misconduct or exchanged by gross negligence. The parties acknowledge that the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited is counsel to Buyer and can represent Buyer and itself hereunder 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; or (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 hereunder, concerning the disposition of the Deposit, the Deposit monies or any other monies held in escrow, or of any documents held in escrow, which Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish is holding or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent)otherwise, and pay into the registry Seller waives any right to object to same. RM:7208919:11 April 13, 2010 The provisions of the court the Deposit, or deposit this Paragraph shall survive any such documents with respect to which there is a dispute in the Registry termination 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 reversedthis Agreement.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Digital Domain Media Group, Inc.)
Escrow Agent. Escrow Agent referred to in the definition thereof ------------ contained in Section 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 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; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish county or 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.
Appears in 1 contract
Samples: Contribution Agreement (Prentiss Properties Trust/Md)
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 willful misconduct; (b) for any legal effect, insufficiency, or undesirability of or 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 consequences of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general competent jurisdiction in the parish county or 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 Depositsuch monies held by Escrow Agent, or deposit any such documents with respect to which there is a dispute in the Registry 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 ’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. Seller and Purchaser jointly and severally agree to defend (by attorneys selected by Escrow Agent), indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses (including reasonable attorney’s 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 or in willful disregard of this Agreement or involving gross negligence on the part of Escrow Agent.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Moody National REIT II, Inc.)
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 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; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent maymay continue to hold the Deposit pursuant to the terms hereof, or if such 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 parish county or 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 ’s compliance with any legal process, subpoena, writ, order, judgment and decree of any 8665334v.12 court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Purchaser and Seller agree to jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and attorney’s fee (collectively called “Expenses”) in connection with or in any way arising out of the escrow arrangement, other than expenses resulting from the Escrow Agent’s own gross negligence or willful misconduct.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Ashford Hospitality Prime, Inc.)
Escrow Agent. Escrow Agent referred Lessor shall have the right to in the definition thereof ------------ contained in Section 1.1 hereof has agreed designate an entity to act as such the Escrow Agent for the convenience purpose of ----------- holding and administering special trust funds designated as Acquisition Funds for the parties without fee or other charges for such services benefit of Lessor and Lessee. The appointment of ___________________________________________________________ as Escrow AgentAgent is hereby acknowledged. Lessor shall deposit the amount specified in this Lease in a separate Acquisition Fund. Moneys held by the Escrow Agent hereunder shall not be liable: invested and reinvested by the Escrow Agent upon order of a representative of the Lessee in Qualified Investments, as hereinafter defined, maturing or subject to redemption at the option of the holder thereof prior to the date on which it is expected that such funds will be needed. Such investments shall be held by the Escrow Agent in the Acquisition Fund, and any interest earned on such investments shall be deposited in that Acquisition Fund. The Escrow Agent may act as purchaser or agent in the making or disposing of any investment. Qualified Investments means (a) to any direct general obligations of the parties for any act or omission to act except for its own willful misconductUnited States of America; (b) for obligations the timely payment of the principal of and interest on which is fully and unconditionally guaranteed by the United States of America; or (c) certificates of deposit, time deposits or demand deposits with any legal effect, insufficiency, bank or undesirability of any instrument deposited with or delivered by savings institution including the Escrow Agent or exchanged any affiliate thereof, provided that such is insured by the parties hereunder, whether Federal Deposit Insurance Corporation. Moneys in each Acquisition Fund shall be used to pay for the cost of acquisition of the Equipment specified in this Lease. Payment shall be made from the Acquisition Fund for the cost of acquiring part or not all of the Equipment upon presentation to the Escrow Agent prepared such instrument; of one or more Payment Request and Acceptance Certificates, properly executed by the Lessee and approved by Lessor, together with an invoice for the cost of the acquisition of the Equipment. The Acquisition Fund shall terminate upon the occurrence of the earlier of (ca) 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 presentation of a financial institution; (d) for proper Payment Request and Acceptance Certificate designated "Final Acceptance Certificate" properly executed by the expiration of any time limit Lessee or other consequence of delay, unless a properly executed notice by the Lessee that no additional funds will be needed from the Acquisition Fund, or (b) the presentation of written instructionnotification by Lessor, accepted or an assignee or subassignee of all of Lessor's interest in this Agreement or an Agent on their behalf, that an Event of Default or Non-appropriation has occurred with respect to the Lease or that Lessee has terminated the Lease. Upon termination as described in clause (a) of this paragraph, any amount remaining in the Acquisition Fund shall be used to prepay the principal component of Rental Payments listed in this Lease, unless otherwise directed by Lessor and Lessee, and the Payment Schedule shall be revised accordingly. Upon termination as described in clause (b) of this paragraph, any amount remaining in the Acquisition Fund shall be immediately paid to Lessor or, pro rata, to any assignee or subassignees of Lessor. The Escrow Agent may resign by giving at least 30 days' written notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of a successor Escrow Agent, has instructed . The substitution of another bank or trust company to act as Escrow Agent to comply under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent may be removed at any time, with said time limit; or (e) for the defaultwithout cause, error, action or omission of either party to the escrow. Escrow Agent, by an instrument in its capacity as escrow agent, shall be entitled to rely on any document or paper received writing executed by it, believed by such Escrow Agent, in good faith, to be bona fide Lessor and genuineLessee. In the event of any dispute as to the disposition resignation or removal of the DepositEscrow Agent, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish or 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 successor Escrow Agent shall be relieved appointed by an instrument in writing executed by Lessor and released from Lessee. Such successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent. Thereupon such successor Escrow Agent shall, without any further liability act or deed, be fully vested with all the trusts, powers, rights, duties and obligation as Escrow Agent hereunder. under this Lease, and the predecessor Escrow Agent shall not be liable for deliver all moneys and securities held by it under this Lease to such successor Escrow Agent's compliance with . The Escrow Agent shall incur no liability to make any legal process, subpoena, writ, order, judgment and decree disbursements except from funds held in the Acquisition Fund. The Escrow Agent makes no representations or warranties as to the title to any Equipment or as to the performance of any courtobligations of Lessor or Lessee. In executing this Lease, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedthe Escrow Agent agrees to be bound by the provisions of this Section 21.
Appears in 1 contract
Samples: Lease Purchase Agreement
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 hereby accepts its designation as Escrow AgentAgent hereunder, acknowledges receipt of the full amount of Xxxxxxx Money, and agrees to hold and disburse the Xxxxxxx Money as herein provided. Escrow Agent A gent shall not be liable: (a) to any of the parties liable for any act or omission to act except for its own 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; or (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, acts taken in good faith, to shall only be bona fide liable for its willful default or action, or gross negligence, and genuinemay, in its sole discretion, rely on good faith upon the written notices, communications, orders or instructions given by any party hereto. In the event of any a dispute as to between Purchaser and Seller under this Agreement sufficient in the disposition discretion of the Deposit, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish or 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 justify its doing so. Escrow Agent shall be relieved entitled to tender into the registry or custody of any court of competent jurisdiction the Xxxxxxx Money, and released all other money or property in its hands under the terms of this Agreement, together with such legal proceedings as it deems appropriate, and thereupon be discharged from all further duties under this Agreement. Seller and Purchaser hereby agree to indemnify and hold harmless Escrow Agent against any further liability and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by Escrow Agent in connection with its acceptance of this appointment as Escrow Agent or the performance of its duties hereunder. , including, without limitation, any litigation arising from this Agreement or involving the subject matter hereof; provided, however, that if the matter in question arises from the negligence or willful act of Escrow Agent, then Escrow Agent shall not be liable for bear all such losses, claims, damages, and expenses. In the event Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment and decree Agent places in the registry or custody of any courtcourt of competent jurisdiction the Xxxxxxx Money, whether issued with or without jurisdictionit shall request that said funds be placed in intersest bearing form for the benefit of the party entitled thereto, and whether or not subsequently vacated, modified, set aside or reversedsuch interest will be paid to the party entitled to receive the Xxxxxxx Money.
Appears in 1 contract
Samples: Real Estate Sales Contract (Cornerstone Realty Income Trust Inc)
Escrow Agent. The Escrow Agent referred to in the definition ------------ thereof ------------ contained in Section Paragraph 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. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged exchange 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 the Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. The Escrow Agent, in its capacity as escrow agent, 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 It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute as to the disposition of the Deposit, the Deposit if any, or any other monies held in escrow, or of any documents held in escrow, the Escrow Agent may, if such Escrow Agent so elects, interplead the matter parties by filing an interpleader action in any court having subject matter jurisdiction of such a court of general jurisdiction in the parish or circuit where the Real Property is located matter (to the personal jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit if any, and any such documents with respect to which there is a dispute other monies held in the Registry of such courtescrow, including all interest earned thereon, whereupon such Escrow Agent shall be relieved and released from any further liability as Escrow Agent hereunder. In the event of such interpleader action, the Escrow Agent shall not be disabled from representing a party hereto. Escrow Agent shall not be liable for Escrow Agent's compliance with any legal process, subpoena, writwrits, orderorders, judgment judgments and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.
Appears in 1 contract
Escrow Agent. The duties of the Escrow Agent referred are determined solely by this Agreement and are purely ministerial in nature. If any dispute arises between the parties as to whether or not the Escrow Agent is obligated to deliver the Escrowed Funds, the Escrow Agent is not obligated to make any delivery, but may hold the Escrowed Funds until receipt of a written authorization signed by all persons having an interest in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for dispute, directing the convenience disposition of ----------- the Escrowed Funds. In the absence of a written authorization, the Escrow Agent may hold the Escrowed Funds until the rights of the parties without fee or other charges have been finally determined in an appropriate proceeding. Moreover, the Escrow Agent may bring an appropriate proceeding for such services leave to deposit the Escrowed Funds pending a determination of the rights of the parties. If threatened with litigation, the Escrow Agent may interplead all interested parties in an appropriate action and may deposit the Escrowed Funds with the clerk of the court; thereupon the Escrow Agent will have no further liability under this Agreement. The parties agree that Xxxxxx XxXxxxxxx & Fish, LLP shall not, by virtue of its serving as Escrow Agent, be disqualified from representing Landlord and BFA in connection with any dispute regarding the disposition of the Escrowed Funds. Escrow Agent shall is not be liable: (a) to any of the parties liable for any act mistake of fact or omission to act except for its own willful misconduct; (b) error of judgment, or for any legal effectacts or omissions, insufficiency, unless caused by its willful misconduct or undesirability of gross negligence. The parties to this Agreement each release Escrow Agent from any instrument deposited with act done or delivered omitted to be done by Escrow Agent or exchanged by the parties hereunder, whether or not in good faith in performance of its obligations under this Agreement. 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; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be is entitled to rely on any document or paper received by it, signature believed by it to be genuine and may assume that any person purporting to give any writing or instruction in connection with this Agreement is duly authorized to do so by the party on whose behalf such writing or instruction is given. The undersigned jointly and severally indemnify and protect Escrow Agent from and hold it harmless against any loss, liability, or expense incurred without willful misconduct or gross negligence on the part of Escrow Agent, in good faitharising out of its duties under this Escrow Agreement, to be bona fide as well as the costs and genuineexpenses of defending against any claim or liability arising under this Agreement. In WITNESS the event of any dispute execution hereof as to the disposition an instrument under seal as of the Depositdate first above written. KNH REALTY TRUST POINT THERAPEUTICS, the Deposit or any other monies held in escrowINC. By: /s/ Xxxx X. Power By: /s/ Xxxxxxx X. Xxxxx Xxxx X. Power, or as Trustee and not individually Name: Xxxxxxx X. Xxxxx Title: Secretary BOSTON FEDERAL ASSOCIATES, a Massachusetts limited partnership XXXXX BROTHERS XXXXXXXX & CO. By: Boston Federal Associates LLC, By: /s/ J. Xxxxxx Xxxx its general partner Name: J. Xxxxxx Xxxx Title: Managing Director By: /s/ Xxxx X. Power Xxxx X. Power, Manager XXXXXX, XXXXXXXXX & FISH, LLP By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx EXHIBIT A Letter of any documents held in escrowCredit XXXXX BROTHERS XXXXXXXX & CO. 000 XXXXXXXX, Escrow Agent mayXXX XXXX, if such Escrow Agent so electsXX 00000-0000 PRIVATE BANKERS SWIFT: XXXXXX00 TELEX: 62923 BBHUW DATE: MARCH 28, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish or circuit where the Real Property is located 2005 BENEFICIARY: BOSTON FEDERAL ASSOCIATES C/O XXXXXX XXXXX INTEREST 000 XXXXXXX XXXXXX, XXXXX 0000 XXXXXX, XX 00000 ATTENTION: XXXX XXXXX GENTLEMEN/LADIES: AMOUNT: $300,000.00 (to the jurisdiction of which both parties do hereby consent)U.S. DOLLARS THREE HUNDRED THOUSAND AND 00/100) WE HEREBY ISSUE OUR IRREVOCABLE, and pay into the registry of the court the DepositTRANSFERABLE STANDBY LETTER OF CREDIT NO. MA-S330825 IN YOUR FAVOR AT THE REQUEST AND FOR THE ACCOUNT OF POINT THERAPEUTICS INC., or deposit any such documents with respect to which there is a dispute in the Registry of such court000 XXXXXX XXXXXX, whereupon such Escrow Agent shall be relieved and released from any further liability as Escrow Agent hereunderXXXXXX, XX 00000 WHICH IS AVAILABLE BY PAYMENT OF YOUR SIGHT DRAFT(S) DRAWN ON XXXXX BROTHERS XXXXXXXX & CO., NEW YORK BEARING THE CLAUSE: “DRAWN UNDER STANDBY LETTER OF CREDIT NO. Escrow Agent shall not be liable for Escrow Agent's compliance with any legal processMA-S330825 OF XXXXX BROTHERS XXXXXXXX & CO., subpoenaNEW YORK” WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENT: A LETTER PURPORTEDLY SIGNED BY AN AUTHORIZED SIGNATORY OF BOSTON FEDERAL ASSOCIATES STATING THAT: “BOSTON FEDERAL ASSOCIATES IS ENTITLED TO DRAW ON LETTER OF CREDIT NO. MA-S330825 UNDER THE TERMS OF THE THE LEASE DATED MARCH 16, writ2005 BETWEEN BOSTON FEDERAL ASSOCIATES AS LANDLORD AND POINT THERAPEUTICS INC. AS TENANT”. WE HEREBY AGREE WITH THE DRAWERS, orderENDORSERS AND BONA FIDE HOLDERS OF ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT THAT SUCH DRAFTS WILL BE HONORED BY US IF PRESENTED TO US AT 000 XXXXXXXX, judgment and decree of any courtXXX XXXX, whether issued with or without jurisdictionXXX XXXX 00000 ATTN: LETTER OF CREDIT GROUP ON OR BEFORE THE EXPIRATION DATE SET FORTH HEREIN OR ANY FUTURE EXPIRATION DATE. SPECIAL CONDITIONS: PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED. ANY PARTIAL DRAWING UNDER THIS LETTER OF CREDIT WILL CAUSE THE STATED AVAILABLE BALANCE TO BE REDUCED BY THE AMOUNT OF ANY SUCH PARTIAL DRAWING. ****** CONTINUED ON NEXT PAGE ****** XXXXX BROTHERS XXXXXXXX & CO. 000 XXXXXXXX, and whether or not subsequently vacatedXXX XXXX, modifiedXX 00000-0000 PRIVATE BANKERS SWIFT: XXXXXX00 TELEX: 62923 BBHUW THIS LETTER OF CREDIT IS TRANSFERABLE ONE OR MORE TIMES, set aside or reversedBUT IN EACH INSTANCE TO A SINGLE TRANSFEREE AND IN THE FULL AMOUNT AVAILABLE TO BE DRAWN AT THE TIME OF SUCH TRANSFER. TRANSFER FEES ARE FOR ACCOUNT OF THE APPLICANT. TRANSFER UNDER THIS LETTER OF CREDIT IS RESTRICTED TO THE COUNTERS OF XXXXX BROTHERS XXXXXXXX & CO., NEW YORK AND ANY TRANSFER DOES NOT BECOME OPERATIVE UNTIL THE FOLLOWING CONDITIONS HAVE BEEN COMPLIED WITH:
Appears in 1 contract
Samples: Lease Termination Agreement (Point Therapeutics Inc)
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 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 If there is an Escrow Agent to comply with said time limit; perform any matters contemplated or (e) for relating to this Agreement if there is a dispute among 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 parties as to the disposition of the Deposit, the Deposit or any other monies held in escrow, or proper disbursement of any documents item to be held by the Escrow Agent if Escrow Agent is in escrowdoubt as to its duties or liabilities under the provisions of this Agreement, Escrow Agent may, if such Escrow Agent so electsat its option, interplead continue to hold the subject matter by filing an interpleader action of the escrow until the parties mutually agree on its disbursement or deposit the subject matter of the escrow with the Clerk of the Circuit Court of Xxx County, Florida (“Clerk of Court”), or disburse it in accordance with a court order of general any court having jurisdiction in thereof or upon the parish or circuit where written agreement of all the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry parties. Upon deposit of the court subject matter of the Deposit, escrow with the Clerk of Court or deposit any such documents with respect to which there is a dispute in the Registry other Clerk of Circuit Court having jurisdiction thereof and notifying all parties of such courtaction, whereupon such all liability on the part of Escrow Agent shall be relieved and released from fully terminate, except to the extent of accounting for any further liability items previously delivered out of escrow. In any suit between the parties where Escrow Agent is made a party because of acting as Escrow Agent hereunder, or any suit where an Escrow Agent pleads the subject matter of the escrow, Escrow Agent shall recover reasonable attorneys fees, including the fees for the services of itself, costs incurred with respect to such fees and costs to be charged and assessed as court costs with all parties being liable as to Escrow Agent. The parties agree that Escrow Agent shall not be liable to any party or person except for gross negligence or willful malfeasance and the parties agree to indemnify and hold Escrow Agent harmless from any and all actions and costs including, but not limited to, attorneys’ fees and costs, including its own fees and costs resulting from acting as escrow agent hereunder or otherwise except gross negligence or willful malfeasance. The actions of Escrow Agent hereunder are purely ministerial and shall not preclude Escrow Agent from representing any party that Escrow Agent represents because of acting as Escrow Agent's compliance with , including in any legal process, subpoena, writ, order, judgment action relating to the contents of the escrow. This paragraph shall survive the termination of this Agreement and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedthe Closings.
Appears in 1 contract
Samples: Agreement (Alico Inc)
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) hold the Exxxxxx Money in an interest bearing account with the interest accruing to any the benefit of the party ultimately receiving the Exxxxxx Money. In the event the Escrow Agent is in doubt as to its duties and liabilities under the provisions of this Contract, the Escrow Agent may, in its sole discretion, continue to hold the deposit until the parties mutually agree in writing to the disbursement thereof, or until a judgment under a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit all of the Exxxxxx Money with the Clerk of the Circuit Court of Palm County, Florida, and upon notifying all parties concerning such action, all liability on the part of the Escrow Agent shall fully cease and terminate, except to the extent of accounting for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability monies delivered out 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; or (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 suit between the Purchaser and the Seller wherein the Escrow Agent is named a party by virtue of acting as to the disposition of the Deposit, the Deposit or any other monies held in escrowEscrow Agent hereunder, or in the event of any documents held in suit wherein Escrow Agent interpleads the subject matter of this escrow, Escrow Agent mayshall be entitled to recover reasonable attorneys’ fees and costs incurred, if such said fees and costs to be charged and assessed as “costs” and paid from the monies held by Escrow Agent so elects, interplead or held by the matter by filing an interpleader action in a court of general jurisdiction in the parish or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry Clerk of the court Circuit Court, as the Deposit, or deposit any such documents with respect to which there is a dispute in case may be. All parties agree that 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 to any party or person whomsoever for misdelivery to the Purchaser or the Seller of the monies subject to this escrow unless such misdelivery shall be due to willful breach of this Contract or gross negligence on the part of the Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment and decree nor shall the Escrow Agent be liable for the failure of any courtbanking institution with which the deposit is deposited. Seller acknowledges that Escrow Agent is the attorney for Purchaser and agrees that in the event of a dispute between the parties regarding this Contract, whether issued with or Escrow Agent shall be entitled to represent Purchaser without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedclaim of conflict of interest due to the service by Purchaser’s counsel as Escrow Agent hereunder.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (America First Tax Exempt Investors Lp)
Escrow Agent. Escrow Agent referred agrees to accept, hold and disburse the Deposit in accordance with the definition thereof ------------ contained in Section 1.1 hereof has agreed terms and conditions of this Agreement. In the event of doubt as to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent. 's duties or liabilities under this Agreement, Escrow Agent shall not be liablemay, in its sole discretion: (a) continue to any hold the subject matter of this escrow until the parties mutually agree to the disbursement thereof or until a judgment of a court of competent jurisdiction determines the rights of the parties for any act therein; or omission to act except for its own willful misconduct; (b) for any legal effectdeposit the same with the Clerk of Circuit Court of Orange County Florida and upon notifying all parties concerned of such action, insufficiency, or undesirability all liability on the part 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; or (e) for the default, error, action or omission of either party will fully terminate except to the extent of an accounting for items theretofore delivered out of 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 legal action involving Buyer and Seller wherein Escrow Agent is made a party by virtue of acting as Escrow Agent hereunder, or in the event of the commencement of any legal action wherein Escrow Agent interpleads the subject matter of this escrow, Escrow Agent will be entitled to recover reasonable attorney's fees and costs incurred, including, without limitation, those incurred on appeal, if any, and in any administrative, mediation, arbitration or bankruptcy proceedings, said fees and costs to be charged and assessed as court costs in favor of the disposition prevailing party and deducted from the funds interpleaded. Buyer and Seller agree that the Escrow Agent will not be liable to any party or person whatsoever for misdelivery of the Deposit, unless such misdelivery is due to the Deposit willful breach of this Agreement or gross negligence on the part of Escrow Agent, nor will Escrow Agent be liable for any action taken by it, unless taken or suffered in willful disregard of its obligations hereunder or with gross negligence. Additionally, Seller acknowledges that in the event of any disagreement between Seller and Buyer concerning the Deposit, the transaction under this Agreement or any other monies held in escrow, or of any documents held in escrowmatter related to the Property, Escrow Agent maymay continue to represent Buyer in connection with such dispute, if such Escrow Agent including negotiations, arbitration, mediation and litigation, so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish or 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 long as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent's compliance with any legal processfirst delivers the Deposit to the Clerk of Circuit Court of Orange County, 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 reversedFlorida in the manner previously contemplated in this ss.18.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Regency Realty Corp)
Escrow Agent. Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 2 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 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; or (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, the Xxxxxxx Money Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish county or circuit where in the Real Property is located Commonwealth of Pennsylvania (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the DepositXxxxxxx Money, or deposit any such documents with respect to which there is a dispute in the Registry 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.
Appears in 1 contract
Samples: Prentiss Properties Trust/Md
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 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, 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; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish county or circuit where the an individual 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, process subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, modified set aside or reversed.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Hospitality Properties Trust)
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 willful misconductmisconduct or gross negligence; (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; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish county or 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 ’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.. Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale
Appears in 1 contract
Samples: Contribution Agreement (Ashford Hospitality Trust Inc)
Escrow Agent. The Escrow Agent referred to in the definition thereof ------------ contained in Section Paragraph 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. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged exchange 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 the Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. The Escrow Agent, in its capacity as escrow agent, 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 It is agreed that the Escrow Agent shall not be disqualified from representing said party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute as to the disposition of the Deposit, the Deposit or any other monies held in escrow, or of any documents held in escrow, the Escrow Agent may, if such Escrow Agent so elects, interplead the matter parties by filing an interpleader action in a court of general jurisdiction the Circuit Court in the parish or circuit where the Real Property is located and for Montxxxxxx Xxxnty, Maryland (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the DepositDeposit and any other monies held in escrow, or deposit any such documents with respect to which there is a dispute in the Registry of such courtincluding all interest earned thereon, whereupon such Escrow Agent shall be relieved and released release 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.
Appears in 1 contract
Samples: Purchase Agreement (Humphrey Hospitality Trust Inc)
Escrow Agent. Escrow Agent Agent, referred to in the definition thereof ------------ contained in Section 1.1 hereof hereof, has agreed to act as such for the convenience of ----------- the parties hereto 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 act, except for its own 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; or (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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general competent jurisdiction in the parish or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent)Dallas County, Texas, 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 registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent's ’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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wyndham International Inc)
Escrow Agent. Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof Article I has agreed to act as such for the convenience of ----------- the parties without fee or other charges payable hereunder for such services as Escrow Agent. Escrow Agent shall not be liable: (ai) to any of the parties for any act or omission to act act, except for its own negligence or willful misconduct; (bii) 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; (ciii) 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; (div) 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; or and (ev) 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, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general competent jurisdiction in the parish or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent)New York, New York, 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 registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent's ’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.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Sunstone Hotel Investors, Inc.)
Escrow Agent. The Escrow Agent referred shall not be entitled to any fees or compensation for its services as the Escrow Agent hereunder. The sole responsibility of the Escrow Agent shall be to disburse the Earnxxx Xxxey in accordance with this Agreement and to account to Seller and to Purchaser for the Earnxxx Xxxey. Escrow Agent shall have no obligation or authority to determine the appropriateness of any request for disbursements made pursuant to this Agreement. Escrow Agent is hereby authorized and agrees by acceptance thereof to hold the Earnxxx Xxxey in escrow and to disburse the Earnxxx Xxxey in accordance with the terms and conditions of this Agreement. In the event of doubt as to its duties or liabilities under the provisions of this Agreement, or if either Seller or Purchaser disputes in writing a claim by the other to the Earnxxx Xxxey, the Escrow Agent may, in its sole discretion, continue to hold the Earnxxx Xxxey until the parties having an interest therein mutually agree in writing to the disbursement thereof or until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or Escrow Agent may deposit the Earnxxx Xxxey then held pursuant to this Agreement with the Clerk of the Circuit Court of Orange County, Florida and upon notifying all parties concerned of such action, all liability on the part of Escrow Agent shall fully terminate except to the extent of accounting for any money delivered out of escrow. In the event of any suit wherein Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder, or in the definition thereof ------------ contained event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, Escrow Agent shall be entitled to recover reasonable attorney's fee and costs incurred. All parties agree that Escrow Agent shall not be liable to any party or person whomsoever for misdelivery to Seller or to Purchaser of money subject to this escrow, or for any act or omission on its part undertaken, unless such misdelivery, act or omission shall be due to bad faith and in Section 1.1 hereof has agreed willful disregard of this Agreement, or due to act as negligence. In the event Escrow Agent returns the Earnxxx Xxxey to Purchaser, Escrow Agent shall provide concurrent written notice of such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agentreturn to Seller. Escrow Agent shall not be liable: (a) responsible for assuring the rate of interest to accrue on the Earnxxx Xxxey, for any fluctuation in the rate of interest accruing on the Earnxxx Xxxey, for any failures on the part of the parties depository bank, for the unavailability of deposit insurance on all or any portion of the Earnxxx Xxxey, or for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by other matters beyond 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; or (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 direct and genuine. In the event of any dispute as to the disposition of the Deposit, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the parish or 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.exclusive
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ecc International Corp)
