Escrow Holder Clause Samples
The Escrow Holder clause designates a neutral third party responsible for holding funds, documents, or other assets on behalf of the parties involved in a transaction until certain conditions are met. In practice, this clause outlines the duties of the escrow holder, such as safeguarding the assets, releasing them only upon fulfillment of specified terms, and providing instructions for dispute resolution if disagreements arise. Its core function is to ensure security and trust between parties by preventing premature release of assets and reducing the risk of non-performance or fraud.
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Escrow Holder. Seller and Buyer covenant and agree that in performing any of its duties under this Agreement, Title Company shall not be liable for any loss, costs or damage which it may incur as a result of serving as Escrow Holder hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. Accordingly, Title Company shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.
Escrow Holder. At the Close of Escrow, Escrow Holder will promptly undertake all of the following:
(a) Cause the Grant Deed (with documentary transfer tax information to be affixed AFTER recording) to be recorded with the County Recorder and obtain conformed copies thereof for distribution to Buyer and Seller.
(b) Direct the Title Company to issue the Title Policy to Buyer within 15 BUSINESS DAYS after Closing.
(c) Deliver to Buyer the FIRPTA Certificate, the Form 590 and any other documents (or copies thereof) deposited into Escrow by Seller. Deliver to Seller any other documents (or copies thereof) deposited into Escrow by Buyer.
(d) Notify the Transfer Agent by telephone and facsimile that the Close of Escrow has occurred.
Escrow Holder. The escrow holder shall be Chicago Title Company ("ESCROW HOLDER"), whose address is ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Irvine, California 92606, Escrow Officer: ▇▇▇ ▇▇▇▇▇; Telephone: (▇▇▇) ▇▇▇-▇▇▇▇; Telecopier: (949) 263-0356.
Escrow Holder. The ▇▇▇▇▇▇▇ Money shall be delivered to Chicago Title Insurance Company, Two Gateway Center, 19th Floor, 603 Stanwix Street, Pittsburgh, Pennsylvania 15222- 1402, with the individual contact being ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ("Escrow Holder"). Escrow Holder shall deposit and hold the ▇▇▇▇▇▇▇ Money in Escrow Holder's escrow account which is a non-interest bearing account at an FDIC insured financial institution.
Escrow Holder. The Closing shall occur through the Escrow opened at the Escrow Holder named in Section 1.4. Escrow Holder is designated, authorized and instructed to act as Escrow Holder pursuant to the terms of this Agreement.
Escrow Holder. Each stock certificate representing issued and outstanding Unvested Shares shall be held in escrow by the Escrow Holder, together with a stock assignment executed in blank by the Optionee with respect to the Unvested Shares represented by such stock certificate. Each stock certificate representing Unvested Shares shall be held in escrow pursuant to this Section 8 until all of such Unvested Shares become fully vested pursuant to, and in accordance with, the provisions of Section 6 or Section 7 hereof or until all of such Unvested Shares are repurchased by the Company pursuant to, and in accordance with, the provisions of Section 7 hereof, whichever occurs earlier.
Escrow Holder. The escrow holder shall be Commonwealth Land Title Insurance Company (“Escrow Holder”), whose address is ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Escrow Officer: ▇▇▇ ▇▇▇▇▇; Telephone: (▇▇▇) ▇▇▇-▇▇▇▇; Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇.
Escrow Holder. In performing its duties hereunder, Escrow Holder shall not incur any liability to anyone for any damages, losses or expenses, except for its negligence or intentional misconduct, and it shall accordingly not incur any such liability with respect to (a) any action taken or omitted in good faith upon advice of its counsel or (b) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, that Escrow Holder shall in good faith believe to be genuine, to have been signed or presented by a proper person, and to conform to the provisions of this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless Escrow Holder against any losses, claims, damages, liabilities, and expenses , including reasonable costs for investigation and legal fees and disbursements, that may be imposed upon Escrow Holder or incurred by Escrow Holder in connection with its acceptance or performance of its duties hereunder, including any litigation arising out of this Agreement or involving the subject matter hereof, unless resulting from Escrow Holder’s negligence or intentional misconduct. If any dispute shall arise between Buyer and Seller sufficient in the discretion of Escrow Holder to justify doing so, Escrow Holder shall be entitled to tender into the registry or custody of the clerk of any state court of general jurisdiction located in Washoe County, Nevada or the clerk for the United States District Court for the District of Nevada in Washoe County, Nevada, any money, property, or documents in its hands relating to this Agreement, together with such pleadings as it shall deem appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Seller and Buyer all bear all costs and expenses of any such legal proceedings equally. Buyer and Seller have executed this Agreement as of the date first written above. BUYER: AWI Gaming, Inc., a Nevada corporation By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: President SELLER: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇ as Trustee of the ▇▇▇▇▇▇▇ Family Trust under instrument dated September 17, 1986 and amended September 18, 1991 (“▇▇▇▇▇▇▇-▇▇▇▇▇”), and Log Cabin, Inc., a Nevada corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇ Title: Trustee and Presiden...
Escrow Holder. 13 13.2 By Transfer Agent. . . . . . . . . . . . . . . . . . . . . . . . .14 13.3 Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Escrow Holder. Any funds delivered to the Escrow Holder pursuant to this Agreement shall be held by said Escrow Holder in escrow and trust in accordance with the terms of this Agreement. The execution of this Agreement by the Escrow Holder is solely for purposes of evidencing the acknowledgment by said Escrow Holder of the receipt by it of the portion of the Deposit as specified in this Agreement and its agreement to hold and or release the Deposit in accordance with the terms of this Agreement, and if the Deposit (of any other funds delivered to Escrow Holder hereunder) is received in the form of a check, it is subject to collection. In the event of any dispute regarding any action taken, or proposed to be taken, by the Escrow Holder with respect to the Deposit or any other documents and/or property held by the Escrow Holder pursuant to this Agreement, the Escrow Holder, in its sole discretion, may cause the Deposit and/or such other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by the Escrow Holder, and the Seller and Buyer, jointly and severally, agree to pay directly, or reimburse the Escrow Holder for, any and all expenses so incurred by the Escrow Holder, including, but not limited to, any attorneys’ fees and costs incurred by the Escrow Holder in any such action. If for any reason the Closing does not occur, or at any time prior to Closing pursuant to the terms of this Agreement, either party makes a written or oral demand upon Escrow Holder for payment of the Deposit, Escrow Holder shall give written notice to the other party of such demand. If Escrow Holder does not receive a written objection from the non demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, Escrow Holder is authorized, instructed and directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall continue to hold such amount until otherwise directed by written instructions from the Seller and Buyer or a final judgment of a court. Seller and Buyer recognize that the Escrow Holder’s duties hereunder are only as specifically provided herein and are purely ministerial in nature, and Seller and Buyer therefore agree that the Escrow Holder shall, so long as it acts in good faith, have no liability to either party except for its willful misconduct or gross negligence. Seller and Buyer do here...
