Common use of Escrow Terms Clause in Contracts

Escrow Terms. A. Unless otherwise provided for in this Escrow Agreement or any addendum hereto, Escrow Agent shall disburse the Escrow Fund without interest or other accumulation in value. Escrow Agent shall not be obligated to deposit the funds in an interest bearing account until such time that Seller provides Escrow Agent with an executed form W-7 indicating the Seller’s tax identification number. B. Escrow Agent shall not be deemed to have knowledge of any matter or thing unless and until Escrow Agent has actually received written notice of such matter or thing and Escrow Agent shall not be charged with any constructive notice whatsoever. C. Escrow Agent shall have no duties with respect to investment management of the Escrow Fund it being the intention of the parties that the Escrow Fund is being deposited into a trust account for the benefit of the Parties in a state or federally chartered banking institution located in Palm Beach County, Florida. The Parties understand and intend that Escrow Agent’s responsibilities are purely ministerial in nature. Any reduction in the market value or other value of the Escrow Fund while deposited with Escrow Agent shall be at the sole risk of the Parties. D. In the event instructions from Parties require Escrow Agent to expend any monies or to incur any cost, Escrow Agent shall be entitled to refrain from taking any action until it receives payment for such costs. E. The Parties acknowledge and agree that nothing in this Escrow Agreement shall prohibit Escrow Agent from (1) serving in a similar capacity on behalf of others or (2) acting in the capacity of attorneys for the Buyer in connection with any matter. F. Escrow Agent agrees to release the Escrow Funds in accordance with the terms and conditions set forth in this Escrow Agreement. G. In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party or from third parties with respect to the Escrow Fund which, in its sole opinion, are in conflict with any provision of this Escrow Agreement and/or the Acquisition Agreements, Escrow Agent shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by all Parties and said third persons, if any, or by a final order or judgement of a court of competent jurisdiction. H. If all or any portion of the Escrow Fund delivered to Escrow Agent is in the form of a check or in any other form other than cash, Escrow Agent shall deposit same as required but shall not be liable for the nonpayment thereof nor responsible to enforce collection thereof. If such check or other instrument other than cash representing the Escrow Fund is returned to Escrow Agent unpaid, Escrow Agent shall notify the applicable Party for further instructions.

Appears in 1 contract

Sources: Asset Purchase Agreement (Ark Restaurants Corp)

Escrow Terms. A. Unless otherwise provided for in this Escrow Agreement or any addendum hereto, Escrow Agent shall disburse the Escrow Fund without interest or other accumulation in value. Escrow Agent shall not be obligated to deposit the funds in an interest bearing account until such time that Seller provides Escrow Agent with an executed form W-7 indicating the Seller’s tax identification number. B. Escrow Agent shall not be deemed to have knowledge of any matter or thing unless and until Escrow Agent has actually received written notice of such matter or thing and Escrow Agent shall not be charged with any constructive notice whatsoever. C. Escrow Agent shall have no duties with respect to investment management of the Escrow Fund it being the intention of the parties that the Escrow Fund is being deposited into a trust account for the benefit of the Parties in a state or federally chartered banking institution located in Palm Beach County, Florida. The Parties understand and intend that Escrow Agent’s responsibilities are purely ministerial in nature. Any reduction in the market value or other value of the Escrow Fund while deposited with Escrow Agent shall be at the sole risk of the Parties.. Original Oyster House II D. In the event instructions from Parties require Escrow Agent to expend any monies or to incur any cost, Escrow Agent shall be entitled to refrain from taking any action until it receives payment for such costs. E. The Parties acknowledge and agree that nothing in this Escrow Agreement shall prohibit Escrow Agent from (1) serving in a similar capacity on behalf of others or (2) acting in the capacity of attorneys for the Buyer in connection with any matter. F. Escrow Agent agrees to release the Escrow Funds in accordance with the terms and conditions set forth in this Escrow Agreement. G. In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party or from third parties with respect to the Escrow Fund which, in its sole opinion, are in conflict with any provision of this Escrow Agreement and/or the Acquisition Agreements, Escrow Agent shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by all Parties and said third persons, if any, or by a final order or judgement judgment of a court of competent jurisdiction. H. If all or any portion of the Escrow Fund delivered to Escrow Agent is in the form of a check or in any other form other than cash, Escrow Agent shall deposit same as required but shall not be liable for the nonpayment thereof nor responsible to enforce collection thereof. If such check or other instrument other than cash representing the Escrow Fund is returned to Escrow Agent unpaid, Escrow Agent shall notify the applicable Party for further instructions.

Appears in 1 contract

Sources: Asset Purchase Agreement (Ark Restaurants Corp)

Escrow Terms. A. Unless otherwise provided for in this Escrow Agreement or any addendum hereto, Escrow Agent shall disburse the Escrow Fund without interest or other accumulation in value. Escrow Agent shall not be obligated to deposit the funds in an interest bearing account until such time that Seller provides Escrow Agent with an executed form W-7 indicating the Seller’s tax identification number. B. Escrow Agent shall not be deemed to have knowledge of any matter or thing unless and until Escrow Agent has actually received written notice of such matter or thing and Escrow Agent shall not be charged with any constructive notice whatsoever. C. Escrow Agent shall have no duties with respect to investment management of the Escrow Fund it being the intention of the parties that the Escrow Fund is being deposited into a trust account for the benefit of the Parties in a state or federally chartered banking institution located in Palm Beach County, Florida. The Parties understand and intend that Escrow Agent’s responsibilities are purely ministerial in nature. Any reduction in the market value or other value of the Escrow Fund while deposited with Escrow Agent shall be at the sole risk of the Parties. D. In ▇. ▇▇ the event instructions from Parties require Escrow Agent to expend any monies or to incur any cost, Escrow Agent shall be entitled to refrain from taking any action until it receives payment for such costs. E. The Parties acknowledge and agree that nothing in this Escrow Agreement shall prohibit Escrow Agent from (1) serving in a similar capacity on behalf of others or (2) acting in the capacity of attorneys for the Buyer in connection with any matter. F. Escrow Agent agrees to release the Escrow Funds in accordance with the terms and conditions set forth in this Escrow Agreement. G. In ▇. ▇▇ the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party or from third parties with respect to the Escrow Fund which, in its sole opinion, are in conflict with any provision of this Escrow Agreement and/or the Acquisition Agreements, Escrow Agent shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by all Parties and said third persons, if any, or by a final order or judgement of a court of competent jurisdiction. H. If all or any portion of the Escrow Fund delivered to Escrow Agent is in the form of a check or in any other form other than cash, Escrow Agent shall deposit same as required but shall not be liable for the nonpayment thereof nor responsible to enforce collection thereof. If such check or other instrument other than cash representing the Escrow Fund is returned to Escrow Agent unpaid, Escrow Agent shall notify the applicable Party for further instructions.

Appears in 1 contract

Sources: Asset Purchase Agreement