Escrow Provisions Clause Samples
Escrow provisions establish the terms under which a third party temporarily holds funds, documents, or property on behalf of contracting parties until certain conditions are met. Typically, these provisions specify the responsibilities of the escrow agent, the triggering events for release of the escrowed items, and the procedures for resolving disputes related to the escrow. The core function of escrow provisions is to provide security and build trust between parties by ensuring that obligations are fulfilled before assets are transferred, thereby reducing the risk of non-performance or fraud.
POPULAR SAMPLE Copied 48 times
Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notifie...
Escrow Provisions. (a) The Escrow Agent shall hold the ▇▇▇▇▇▇▇ Money, to the extent such ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, in escrow in an interest-bearing bank account at First American Trust, FFB (the “Escrow Account”).
(b) The Escrow Agent shall hold the ▇▇▇▇▇▇▇ Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5
Escrow Provisions. (a) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.
(b) The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of Seller and Buyer.
Escrow Provisions a. Escrow Agent shall hold the Funds, together with all interest earned thereon, in Escrow Agent’s escrow account at a bank reasonably satisfactory to Landlord and Tenant, and shall cause the Funds to earn interest at such bank’s then prevailing insured money market rates on deposits of similar size, or in a federal money market mutual fund. Escrow Agent shall have no liability for any fluctuations in the interest rate paid by such bank or in such mutual fund on the Funds, and is not a guarantor thereof.
b. If Escrow Agent receives a notice signed by both Landlord and Tenant stating that this Agreement has been terminated or canceled, Escrow Agent shall deliver the Funds (or remaining balance thereof), together with the interest thereon, as directed therein.
c. If Escrow Agent receives a written request signed by Landlord or Tenant (the “Noticing Party”) stating that this Agreement has been canceled or terminated and that the Noticing Party is entitled to all or a portion of the Funds, or that the other party hereto (the “Non-Noticing Party”) has defaulted in the performance of its obligations hereunder and that the Noticing Party is entitled to all or a portion of the Funds, Escrow Agent shall deliver (by any of the methods of service described in Section 13 above) a copy of such request to the Non-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the Funds, or portion thereof, by notice of objection delivered to and received by Escrow Agent within seven (7) Business Days after the date of Escrow Agent’s submitting such copy to the Non-Noticing Party, but not thereafter. If Escrow Agent shall not have so received a notice of objection from the Non-Noticing Party, Escrow Agent shall deliver the Funds (or portion thereof, as applicable), together with the interest earned thereon, to the Noticing Party. If Escrow Agent shall have received a notice of objection within the time herein prescribed, Escrow Agent shall refuse to comply with any requests or demands on it and shall continue to hold the balance of the Funds, together with any interest earned thereon, until Escrow Agent receives either (a) a notice signed by both Landlord and Tenant stating who is entitled to the Funds (or remaining portion thereof, as applicable) and interest or (b) a final order of a court of competent jurisdiction directing disbursement of the Funds and interest in a specific manner, in either of which events Escrow Agent shall then disburse ...
Escrow Provisions. (a) Within one (1) business day following the mutual execution of this Agreement, Seller and Buyer shall open escrow by delivering a fully executed copy of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control.
(b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”.
(c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following:
(i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances;
(ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement;
(iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer;
(iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller;
(v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and
(vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed ...
Escrow Provisions. Pending the sale of the Shares and the Warrants, all funds paid hereunder shall be deposited in a trust account maintained at Manufacturers Bank, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "BANK"), which is maintained by S▇▇▇▇ Law Group (the "ESCROW AGENT") (the "BANK ACCOUNT"), pursuant to an escrow agreement by and among the Escrow Agent, the Company, and the Placement Agent (the "ESCROW AGREEMENT"). If a Closing has not occurred on or prior to March 23, 2004, or such later date mutually agreed by the Company and the Placement Agent (the "TERMINATION DATE"), then this Agreement shall be void and all funds paid hereunder by each Purchaser shall be promptly returned to the Placement Agent without interest and/or deduction, except for those fees, if any, charged by the Bank regarding the transfer by wire of funds pursuant to this Agreement and the Escrow Agreement, subject to Section 2.5 hereof. If a Closing occurs on or prior to the Termination Date, then all net purchase proceeds shall be paid to the Company within three (3) business days thereafter. Each Purchaser, by his, her or its signature to this Agreement, hereby acknowledges and agrees, for the benefit of the Escrow Agent, that the Escrow Agent is not a co-issuer, employee, affiliate, agent, or other representative of the Company or the Placement Agent regarding the offer and sale of the Transaction Securities sold by the Company, pursuant to this Agreement, or otherwise, but the Escrow Agent is acting as escrow agent to accommodate the closing of the purchase of those securities for the Company and the Placement Agent. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser has not received from the Escrow Agent, directly or indirectly, any representation, warranty, covenant, or other information, in any form whatsoever, regarding the purchase of the Investor Securities. Accordingly, each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants that such Purchaser has not relied upon any representation, warranty, covenant, or other information from the Escrow Agent regarding such Purchaser's decision to purchase the Investor Securities. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser, is aware that the Escrow Agent has...
Escrow Provisions. Seller and Purchaser hereby appoint and designate Escrow Agent as escrow agent for the purposes set forth herein, and Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. Escrow Agent acknowledges receipt of the Deposit and shall hold and disburse the Deposit in accordance with the Escrow Agreement attached hereto as Exhibit D.
Escrow Provisions. The ▇▇▇▇▇▇▇ Money shall be held by Title Company in escrow, and disposed of only in accordance with the following provisions:
a. The Title Company shall hold, return or deliver the ▇▇▇▇▇▇▇ Money in accordance with the terms of this Agreement.
b. If for any reason the Closing does not occur, the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Seller or Purchaser only upon receipt of a written demand therefor from such party, subject to the following provisions of this paragraph. If for any reason the Closing does not occur and either party makes a written demand upon the Title Company for payment of the ▇▇▇▇▇▇▇ Money, the Title Company shall give written notice to the other party of such demand. If the Title Company does not receive a written objection from the other party to the proposed payment within five (5) business days after the giving of such notice, the Title Company is hereby authorized to make such payment. If the Title Company does receive such written objection within such five (5) business day period, the Title Company shall continue to hold the ▇▇▇▇▇▇▇ Money until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment of a court.
c. The parties acknowledge that the Title Company is acting solely at their request and for their convenience, that the Title Company shall not be deemed to be the agent of either of the parties, and that the Title Company shall not be liable to either of the parties for any action or omission on its part taken or made in good faith and not in disregard of this Agreement. Seller and Purchaser shall jointly and severally indemnify and hold the Title Company harmless from and against all Liabilities incurred in or omissions taken or made by the Title Company in bad faith, in disregard of this Agreement or involving negligence on the part of the Title Company.
d. Purchaser shall provide its taxpayer identification number to the Title Company, to the extent requested by the Title Company, concurrently with the ▇▇▇▇▇▇▇ Money.
e. The Title Company has executed this Agreement in the place indicated on the signature page hereof solely to confirm that the Title Company has received and shall hold the ▇▇▇▇▇▇▇ money ▇▇▇▇▇▇▇ Money in escrow and shall disburse it pursuant to the provisions of this Section 19. The provisions of this Section 19 shall survive the termination of this Agreement or the Closing (as applicable).
Escrow Provisions. An escrow for the purchase and sale of the Equity Interests has been established at the Title Company. This Agreement, together with such further instructions, if any, as the parties shall provide to the Title Company by written agreement, shall constitute the escrow instructions to the Title Company, including without limitation the standard printed general escrow instructions of Title Company which are incorporated herein by this reference, provided that to the extent of any inconsistency between the provisions contained herein and the provisions contained in such standard general escrow instructions, the provisions contained herein shall prevail.
Escrow Provisions. The Deposit and any other sums (including, without limitation, any interest earned thereon) which the parties agree shall be held in escrow (herein collectively called the “Escrow Deposits”), shall be held by the Escrow Agent, in trust, and disposed of only in accordance with the following provisions: