Escrow. a. Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions: i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller. ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only. iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document. v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default. vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 16 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Escrow. a. (a) Escrow Agent shall will hold and disburse the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the following provisions:
i. If event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, then the Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller.
ii. If for any reason , and Purchaser shall receive a credit against the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, without the interest. In all other instances, Escrow Agent shall give written notice not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party of such demand. If Escrow Agent does not receive a written objection from the other party five (5) Business Days to object to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk release of the Court of Orange County, Florida. Escrow Agent shall give ▇▇▇▇▇▇▇ Money Deposit by giving written notice of such deposit objection to the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller and Purchaser. Upon such depositrepresents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇.
(b) Escrow Agent shall not be relieved liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and discharged of all further obligations and responsibilities hereunder.
iii. the parties agree to indemnify Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in accordance with this Articleconnection herewith. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their mutual convenience, that . In the duties of the event Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited receives written notice of a dispute between the parties with respect to the safekeeping ▇▇▇▇▇▇▇ Money Deposit and disposition of the Deposit interest earned thereon (the “Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in accordance a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the provisions clerk of this Agreementany court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken taken, suffered or omitted by it in accordance with the advice of such counsel.
(c) Escrow Agent in good faith shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller, and believed by Escrow Agent is indemnified to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful defaultsatisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any liability document or obligation for loss other item deposited with it or the collectability of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise check delivered in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, . Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;proper parties.
Appears in 9 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P)
Escrow. a. (a) Escrow Agent shall will hold and disburse the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the following provisions:
i. If event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, then the Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller.
ii. If for any reason , and Purchaser shall receive a credit against the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, without the interest. In all other instances, Escrow Agent shall give written notice not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party of such demand. If Escrow Agent does not receive a written objection from the other party five (5) Business Days to object to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk release of the Court of Orange County, Florida. Escrow Agent shall give ▇▇▇▇▇▇▇ Money Deposit by giving written notice of such deposit objection to the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is [ ]. Seller and Purchaser. Upon such depositrepresents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇.
(b) Escrow Agent shall not be relieved liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and discharged of all further obligations and responsibilities hereunder.
iii. the parties agree to indemnify Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in accordance with this Articleconnection herewith. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their mutual convenience, that . In the duties of the event Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited receives written notice of a dispute between the parties with respect to the safekeeping ▇▇▇▇▇▇▇ Money Deposit and disposition of the Deposit interest earned thereon (the “Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in accordance a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the provisions clerk of this Agreementany court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken taken, suffered or omitted by it in accordance with the advice of such counsel.
(c) Escrow Agent in good faith shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller, and believed by Escrow Agent is indemnified to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful defaultsatisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any liability document or obligation for loss other item deposited with it or the collectability of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise check delivered in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, . Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;proper parties.
Appears in 8 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P)
Escrow. a. If there is a dispute between Seller and Purchaser regarding whether all or any portion of the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall hold and disburse have no obligation to either Seller or Purchaser with respect to the Deposit in accordance with except to interplead the following provisions:
i. If the Closing occurs, then the Deposit into an appropriate court of competent jurisdiction. Escrow Agent shall deliver may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the Deposit to Sellerproper person.
ii. (i) If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment delivery of the DepositDeposit prior to Settlement, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does a notice of objection to the proposed payment is not receive a written objection received from the other party to the proposed payment within TEN ten (10) business days after the giving of such noticenotice by Escrow Agent, Escrow Agent is hereby authorized to make such paymentdeliver the Deposit to the party who made the demand. If Escrow Agent does receive such written receives a notice of objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentsaid period, then Escrow Agent shall continue to hold such amount until otherwise directed by written instructions the Deposit and thereafter pay it to the party entitled when Escrow Agent receives: (i) a notice from the objecting party withdrawing the objection, or (ii) a notice signed by both parties to this Agreement directing disposition of the Deposit, or (iii) a final judgment in courtor order from a court of competent jurisdiction. HoweverExcept for its bad faith, gross negligence or willful misconduct, Escrow Agent shall have the right at not be liable for any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk loss or impairment of the Court of Orange CountyDeposit;
(ii) Except for its bad faith, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such depositgross negligence or willful misconduct, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.Agent;
v. The parties acknowledge that (iii) Escrow Agent is acting solely as a stakeholder at their request and for their convenienceshall not be bound in any way by any other contract or understanding between the parties hereto, that the duties of the whether or not Escrow Agent hereunder are purely ministerial has knowledge thereof or consents thereto unless such consent is given in nature writing;
(iv) Escrow Agent’s sole duties and responsibilities shall be expressly limited to the safekeeping hold and disposition of disburse the Deposit in accordance with the provisions of this Agreement. ; provided, however, that Escrow Agent shall have no responsibility for the clearing or collection of the check (if any) representing the Deposit;
(v) Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by the bad faith, gross negligence of willful misconduct or Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. ;
(vi) Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement;
(vii) Escrow Agent may resign at any time upon at least ten (10) days prior written notice to the parties hereto. If, except prior to the effective date of such resignation, the parties hereto shall have approved, in writing, a successor escrow agent, then upon the resignation of Escrow Agent, Escrow Agent shall deliver the Deposit to such successor escrow agent. From and after such resignation and the delivery of the Deposit to such successor escrow agent, Escrow Agent shall be fully relieved of all of its duties, responsibilities and obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed by the appointed successor escrow agent. If, for any reason, the parties hereto shall not approve a successor escrow agent within such period, Escrow Agent may bring any appropriate action or proceeding for leave to deposit the Deposit with a court of competent jurisdiction pending the approval of a successor escrow agent, and upon such deposit Escrow Agent shall be fully relieved of all of its duties, responsibilities and obligations under this Agreement;
(viii) Seller and Purchaser hereby agree to, jointly and severally, indemnify, defend and hold Escrow Agent harmless from and against any liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against, Escrow Agent (including reasonable counsel fees and court costs) by reason of Escrow Agent’s acting or failing to act in connection with any of the matters contemplated by this Agreement or in carrying out the terms of this Agreement, except as a result of Escrow Agent's ’s gross negligence or willful default.misconduct; and
vi. (ix) In the event that a dispute shall arise in connection with this Agreement, or as to the rights of any of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (iw) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitrationarbitration or otherwise, or otherwise; (iix) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;, except to the extent any claims against Escrow Agent arise from the bad faith, gross negligence or willful misconduct of Escrow Agent, or a breach of the Escrow Agent’s obligations under this Agreement, or (y) institute an action in interpleader or other similar action permitted by stakeholders in the State of New York, or (z) interplead any of the parties in any action or proceeding which may be brought to determine the rights of the parties to all or any part of the Deposit. The costs of any of the actions taken by Escrow Agent pursuant to clauses (w), (x), (y) or (z) of the immediately preceding sentence, including, without limitation, reasonable legal fees, shall be borne by whichever of Seller or Purchaser is the losing party (i.e., determined not to be the party entitled to the Deposit). In the event neither party is determined to be the losing party, the costs of any of the actions taken by Escrow Agent shall be borne by the Purchaser and Seller equally.
Appears in 7 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Escrow. a. If there is a dispute between Seller and Purchaser regarding whether all or any portion of the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall hold and disburse have no obligation to either Seller or Purchaser with respect to the Deposit in accordance with except to interplead the following provisions:
i. If the Closing occurs, then the Deposit into an appropriate court of competent jurisdiction. Escrow Agent shall deliver may act upon any instrument or other writing believed by ▇▇▇▇▇▇ Agent in good faith to be genuine and to be signed and presented by the Deposit to Sellerproper person.
ii. (i) If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment delivery of the DepositDeposit prior to Settlement, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does a notice of objection to the proposed payment is not receive a written objection received from the other party to the proposed payment within TEN ten (10) business days after the giving of such noticenotice by Escrow Agent, Escrow Agent is hereby authorized to make such paymentdeliver the Deposit to the party who made the demand. If Escrow ▇▇▇▇▇▇ Agent does receive such written receives a notice of objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentsaid period, then Escrow Agent shall continue to hold such amount until otherwise directed by written instructions the Deposit and thereafter pay it to the party entitled when Escrow Agent receives: (i) a notice from the objecting party withdrawing the objection, or (ii) a notice signed by both parties to this Agreement directing disposition of the Deposit, or (iii) a final judgment in courtor order from a court of competent jurisdiction. HoweverExcept for its bad faith, gross negligence or willful misconduct, Escrow Agent shall have the right at not be liable for any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk loss or impairment of the Court of Orange CountyDeposit;
(ii) Except for its bad faith, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such depositgross negligence or willful misconduct, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.Agent;
v. The parties acknowledge that (iii) Escrow Agent is acting solely as a stakeholder at their request and for their convenienceshall not be bound in any way by any other contract or understanding between the parties hereto, that the duties of the whether or not Escrow Agent hereunder are purely ministerial has knowledge thereof or consents thereto unless such consent is given in nature writing;
(iv) Escrow Agent’s sole duties and responsibilities shall be expressly limited to the safekeeping hold and disposition of disburse the Deposit in accordance with the provisions of this Agreement. ; provided, however, that Escrow Agent shall have no responsibility for the clearing or collection of the check (if any) representing the Deposit;
(v) Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by the bad faith, gross negligence of willful misconduct or Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. ;
(vi) Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement;
(vii) ▇▇▇▇▇▇ Agent may resign at any time upon at least ten (10) days prior written notice to the parties hereto. If, except prior to the effective date of such resignation, the parties hereto shall have approved, in writing, a successor escrow agent, then upon the resignation of ▇▇▇▇▇▇ Agent, ▇▇▇▇▇▇ Agent shall deliver the Deposit to such successor escrow agent. From and after such resignation and the delivery of the Deposit to such successor escrow agent, ▇▇▇▇▇▇ Agent shall be fully relieved of all of its duties, responsibilities and obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed by the appointed successor escrow agent. If, for any reason, the parties hereto shall not approve a successor escrow agent within such period, ▇▇▇▇▇▇ Agent may bring any appropriate action or proceeding for leave to deposit the Deposit with a court of competent jurisdiction pending the approval of a successor escrow agent, and upon such deposit Escrow Agent shall be fully relieved of all of its duties, responsibilities and obligations under this Agreement;
(viii) Seller and Purchaser hereby agree to, jointly and severally, indemnify, defend and hold Escrow Agent harmless from and against any liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against, Escrow Agent (including reasonable counsel fees and court costs) by reason of Escrow Agent’s acting or failing to act in connection with any of the matters contemplated by this Agreement or in carrying out the terms of this Agreement, except as a result of Escrow Agent's ’s gross negligence or willful default.misconduct; and
vi. (ix) In the event that a dispute shall arise in connection with this Agreement, or as to the rights of any of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (iw) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitrationarbitration or otherwise, or otherwise; (iix) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;, except to the extent any claims against Escrow Agent arise from the bad faith, gross negligence or willful misconduct of Escrow Agent, or a breach of the Escrow Agent’s obligations under this Agreement, or (y) institute an action in interpleader or other similar action permitted by stakeholders in the State of New York, or (z) interplead any of the parties in any action or proceeding which may be brought to determine the rights of the parties to all or any part of the Deposit. The costs of any of the actions taken by Escrow Agent pursuant to clauses (w), (x), (y) or (z) of the immediately preceding sentence, including, without limitation, reasonable legal fees, shall be borne by whichever of Seller or Purchaser is the losing party (i.e., determined not to be the party entitled to the Deposit). In the event neither party is determined to be the losing party, the costs of any of the actions taken by ▇▇▇▇▇▇ Agent shall be borne by the Purchaser and Seller equally.
Appears in 4 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Escrow. a. Escrow Agent shall hold The parties hereto make and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then designate ▇▇▇▇▇▇▇▇ County Abstract and Title Company the Escrow Agent shall deliver the Deposit to Seller.
iifor this transaction. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, The Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue advised to hold such amount the “Deed” in Escrow until otherwise directed by written instructions from the parties purchase price has been paid in full; at which time the Deed will be delivered to this Agreement or a final judgment in courtthe Buyer(s). 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a stakeholder real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at their request or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and for their convenience, that unconditionally credited to the duties account of the Escrow Agent hereunder are purely ministerial at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the ▇▇▇▇▇▇▇ money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in nature and writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an ▇▇▇▇▇▇▇ money deposit within thirty (30) days of notice of cancellation of this agreement, shall be expressly limited constitute consent to the safekeeping and disposition distribution of the Deposit ▇▇▇▇▇▇▇ money as suggested in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreementsuch certified letter, or as to demanded by the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;other party hereto.
Appears in 4 contracts
Sources: Real Estate Sales Contract, Real Estate Sales Contract, Real Estate Sales Contract
Escrow. a. Pledgor shall deposit with Escrow Agent shall hold and disburse the Deposit in accordance Plodded shares, along with the following provisionsaforesaid stock powers (all of which items shall hereinafter be referred to as the "Pledged Documents" including all stack assignments), to be held in escrow for future delivery as follows:
i. If the Closing occurs, then the a. Escrow Agent shall deliver the Deposit Pledged Documents to Seller.Pledgee within ten (10) business days after receiving an affidavit signed by Pledgee stating that:
(i) Pledgor is in default under the Note and all periods of time within which to cure such default have expired;
(ii. If for any reason ) Pledgee is accelerating the Closing does not occur and either party makes a written demand upon Escrow Agent for payment entire unpaid balance due under the Note; and
(iii) Pledgee demands delivery of the Deposit, Escrow Agent Pledged Documents. Pledgee shall give written notice to the other party simultaneously furnish Pledgor with a copy of such demandaffidavit. If Escrow Agent does has not receive a written received any protest or objection from the other party to the proposed payment Pledgor within TEN ten (10) business days after the giving of receipt of such noticeaffidavit, the Pledged Documents shall be delivered to the Pledgee. Upon such delivery of the Pledged Documents, Escrow Agent's duties hereunder shall terminate.
b. In the event Escrow Agent has received written instructions signed by both Pledgor and Pledgee notifying Escrow Agent of a sale of a portion of the Pledged Shares pursuant to the Employment Agreement, ESCROW Agent may release a portion or all of the Pledged Shares, as provided in such written instruction, and if Escrow Agent is hereby authorized designated to make such payment. If be the recipient of the proceeds from the sale of all OR a portion of the Pledged Shares, then Escrow Agent does receive shall deliver any such proceeds received in accordance with such written objection instructions.
c. In the event Escrow Agent has not delivered the Pledged Documents pursuant to subparagraph a. above, then Escrow Agent shall deliver the Pledged Document; to Pledgor within such TEN ten (10) day period or if for any other reason Escrow Agent business day; after receipt of the original of the Note marked. "Paid in good faith shall elect not to make such paymentfull", Escrow Agent shall continue to hold such amount until otherwise directed accompanied by written instructions from Pledgor indicating that the parties Note has been paid in full and the Pledged documents shall be delivered to this Agreement or a final judgment in courtPledgor at the address specified therein. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk Upon ouch delivery of the Court of Orange CountyPledged Documents, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful defaultduties hereunder shall terminate. Escrow Agent shall not have any liability or obligation for loss of all or any portion of Pledgee agrees to deliver the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit Note to Pledgor marked "paid in accordance with this Agreementfull", Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultimmediately upon satisfaction thereof.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 4 contracts
Sources: Pledge and Escrow Agreement (Viragen Inc), Pledge and Escrow Agreement (Viragen Inc), Pledge and Escrow Agreement (Viragen Inc)
Escrow. a. SELLER’S attorney (the “Escrow Agent Agent”) shall hold the Deposit in Paragraph 2(a), above, in escrow in an IOLTA account until closing of title or sooner termination of this Agreement in accordance with its terms, and disburse shall pay over or apply the Deposit in accordance with the following provisions:
i. terms of this paragraph. The Escrow Agent shall hold the Deposit in an attorney’s IOLTA account for the benefit of the parties. At the closing of title as contemplated hereunder, the Deposit shall be paid by the Escrow Agent to or as directed by the SELLER. If for any reason the Closing occursclosing does not occur and either party gives Notice to the Escrow Agent pursuant to Paragraph 32 demanding payment of the Deposit, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written give prompt Notice of such demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demandparty. If the Escrow Agent does not receive a written objection from the such other party Notice of an objection to the proposed payment within TEN seven (107) business days after giving such Notice, the giving of such notice, Escrow Agent is hereby authorized and directed to make such paymentpayment in accordance with the Notice. If the Escrow Agent does receive receives such written Notice of objection within such TEN said seven (107) business day period period, or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, then the Escrow Agent shall may continue to hold such amount until otherwise directed by written instructions Notice from the parties to this Agreement or a final judgment in courtfinal, non-appealable judgment, order or decree of a Court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the escrowed proceeds Deposit and the interest thereon, if any, with a court of competent jurisdiction where the clerk of the Court of Orange County, Florida. Escrow Agent Premises is located and shall give written notice Notice of such deposit to Seller SELLER and PurchaserBUYER. Upon such depositdeposit or other disbursement in accordance with the terms of this Paragraph 3, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, convenience and that the duties Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith, on account of gross negligence, or in willful disregard of this Agreement on the part of the Escrow Agent. SELLER and BUYER agree, jointly and severally (with right of contribution) to defend (by counsel selected by the Escrow Agent), indemnify and hold the Escrow Agent hereunder are purely ministerial harmless from and against all costs, claims and expenses (including reasonable attorney’s fees) incurred in nature connection with the performance of the Escrow Agent’s duties hereunder, except with respect to acts or omissions taken or suffered by the Escrow Agent in bad faith, on account of gross negligence, or in willful disregard of this Agreement on the part of the Escrow Agent. In the event the Deposit is deposited with a court of competent jurisdiction pursuant to the terms herein, the parties to this Agreement hereby authorize the Escrow Agent to deduct the reasonable costs and attorney’s fees associated with an action of interpleader. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and with the advice of counsel which may be selected by it (including any member of its firm) and shall be expressly limited to fully protected in so acting or refraining from acting upon the safekeeping and disposition advice of such counsel. The Escrow Agent acknowledges receipt of the Deposit in accordance with by check or wire, subject to collection and the Escrow Agent’s agreement to the provisions of this paragraph by signing in the place indicated on the signature page of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion member of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon its firm shall be permitted to act as counsel for SELLER in any dispute as to the disbursement of the Deposit in accordance with this Agreement, or any other dispute between the parties whether or not the Escrow Agent shall be relieved and released from any liability under this Agreement, except is in connection with possession of the Deposit and/or continues to act as the Escrow Agent's gross negligence or willful default.
vi. In the event that The parties waive claim to a dispute shall arise in connection with conflict regarding this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, paragraph. Escrow Agent shall have the right to: (i) hold and retain all or no liability for any part loss of the Deposit until such dispute occurring on account of FDIC limits for sums insured on deposit. It is settled specifically understood and agreed that at closing, BUYER shall tender to SELLER official, cashier’s or finally determined by litigation, arbitrationbank checks drawn on a federally-regulated or Connecticut state-chartered bank, or otherwise; a bank that is a member of the New York Clearing House, the proceeds of which are immediately available, or wired funds. All checks shall be made payable to SELLER’S attorney as trustee for SELLER, unless otherwise directed in writing by SELLER or SELLER’S counsel for the balance of the purchase price due at closing as set forth in this Agreement less the amounts of all mortgage payoffs. Additionally, BUYER’S attorney shall tender separate bank or treasurer’s check(s) to SELLER for payoff of SELLER’S mortgage obligations. On or before ten calendar days (ii10) deposit before closing, SELLER shall provide BUYER’s attorney with written directions for each mortgage payoff stating the Deposit name of payee and the total amount of payoff together with a copy of the associated payoff statement(s). SELLER shall calculate the total payoff amount (including applicable per diems, late charges, etc.) that shall be in an appropriate court of lawamount sufficient to pay the mortgage in full. SELLER shall be responsible for preparing the mortgage payoff package(s) and transmittal(s). Immediately after closing, following which Escrow Agent SELLER’S attorney shall thereby wire or hand deliver or send via overnight carrier the payoff funds and thereafter be relieved and released from any liability or obligation under this Agreement;package to the SELLER’S lender(s).
Appears in 3 contracts
Sources: Residential Real Estate Sales Agreement, Residential Real Estate Sales Agreement, Residential Real Estate Sales Agreement
Escrow. a. Escrow Agent The certificates for the Restricted Shares shall hold and disburse the Deposit be deposited in accordance escrow with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Secretary of the Deposit, Escrow Agent shall give written notice Company to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit held in accordance with the provisions of this Agreementparagraph. Escrow Agent Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as EXHIBIT A. The deposited certificates shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Company, you shall be issued an instrument of deposit acknowledging the number of Shares delivered in escrow to the Secretary of the Company. All regular cash dividends on the Shares (or other securities at the time held in escrow) shall be paid directly to you and shall not be liable for held in escrow. However, in the event of any action taken dividend, split, recapitalization or omitted by Escrow Agent other change affecting the Company's outstanding Shares as a class effected without receipt of consideration or in good faith and believed by Escrow Agent to be authorized the event of a split, a dividend or within its rights a similar change in the Shares, any new, substituted or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence additional securities or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit other property which is by reason of such transaction distributed with respect to the insolvency or failure Shares shall be immediately delivered to the Secretary of the institution of depository with whom Company to be held in escrow hereunder, but only to the extent the Shares are at the time subject to the escrow account is maintainedrequirements hereof. Upon As your interest in the disbursement Shares vests, as described above, the certificates for such vested Shares shall be released from escrow and delivered to you, at your request, within 30 days of their vesting. WITHHOLDING TAXES You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability vesting of Shares acquired under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vigrant. In the event that a dispute shall arise in connection with this Agreementthe Company determines that any federal, state, local or as foreign tax or withholding payment is required relating to the rights vesting of the parties in and to, or the disposition ofShares arising from this grant, the Deposit, Escrow Agent Company shall have the right to: (i) hold and retain all to require such payments from you, or withhold such amounts from other payments due to you from the Company or any part Affiliate. SECTION 83(b) Under Section 83 of the Deposit until Internal Revenue Code of 1986, ELECTION as amended (the "Code"), the difference between the purchase price paid for the Shares and their fair market value on the date any forfeiture restrictions applicable to such dispute Shares lapse will be reportable as ordinary income at that time. For this purpose, "forfeiture restrictions" include the forfeiture of unvested Shares that is settled or finally determined described above. You may elect to be taxed at the time the Shares are acquired, rather than when such Shares cease to be subject to such forfeiture restrictions, by litigation, arbitration, or otherwise; filing an election under Code Section 83(b) with the Internal Revenue Service within thirty (ii30) deposit days after the Deposit Grant Date. You will have to make a tax payment to the extent the Purchase Price is less than the fair market value of the Shares on the Grant Date. No tax payment will have to be made to the extent the Purchase Price is at least equal to the fair market value of the shares on the Grant Date. The form for making this election is attached as EXHIBIT B hereto. Failure to make this filing within the thirty (30) day period will result in an appropriate court the recognition of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;ordinary income by you (in the event the fair market value of the shares as of the vesting date exceeds the purchase price) as the forfeiture restrictions lapse.
Appears in 3 contracts
Sources: Restricted Share Agreement (Blackwater Midstream Corp.), Restricted Share Agreement (Blackwater Midstream Corp.), Restricted Share Agreement (Blackwater Midstream Corp.)
Escrow. a. Escrow Agent shall hold and disburse the Deposit in accordance Forte represents that it has deposited with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment an escrow agent copies of the Depositsource code and reasonable technical documentation for all the most recent versions of the Products licensed under the Agreement, pursuant to a Technology Escrow Agent shall give written notice Agreement with such escrow agent, a copy of which has been provided to VAR. Upon VAR's execution of the other party of such demand. If Escrow Agent does not receive instrument enrolling VAR as a written objection from the other party to the proposed payment within TEN (10) days after Technology Escrow Agreement attached as Exhibit G, VAR shall be entitled to receive a copy of the giving of such noticeescrowed source code and documentation from the escrow agent in the event Forte becomes insolvent, Escrow Agent is hereby authorized a party to a bankruptcy filing, ceases business operations generally or ceases to make such paymentavailable maintenance or support services for the then-current version of the licensed Product. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith Forte shall elect not pay all relevant escrow fees to make such paymentthe escrow agent. In the event VAR receives the escrowed source code and documentation, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent VAR shall have the royalty-free, nonexclusive, perpetual right at any time to deposit use such source code solely for use in maintaining and supporting the escrowed proceeds and interest thereon, if any, with licensed Products under the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions terms of this Agreement. Escrow Agent All such source code, as delivered or modified, shall constitute Confidential Information of Forte for purposes of Section 7.1 of the Agreement, and VAR shall not be liable for any action taken disclose the source code or omitted by Escrow Agent in good faith its modifications to others or permit others to copy the source code or modifications thereof. Forte shall update the deposited material within thirty (30) days after each major update to the licensed Product. Forte [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. acknowledges VAR's right to request and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom receive verification from the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability agent (and/or Forte) confirmation that Forte has deposited source materials as obligated under this Agreementparagraph. [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Exhibit A --------- Forte Software, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in Inc. ------------------- VAR Fees and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;Royalties ----------------------
Appears in 3 contracts
Sources: Value Added Reseller License and Services Agreement (Chordiant Software Inc), Value Added Reseller License and Services Agreement (Chordiant Software Inc), Value Added Reseller License and Services Agreement (Chordiant Software Inc)
Escrow. a. Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow ▇▇▇▇▇▇ Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
Escrow. a. As security for a Participant’s faithful performance of the provisions of this Agreement, the participant agrees that the stock certificate(s) evidencing the Restricted Shares shall be delivered to the Escrow Agent shall Holder, who is hereby appointed to hold such stock certificate(s) in escrow and disburse the Deposit to take all such actions and to effectuate all such transfers and/or releases of such Restricted Shares as are in accordance with the following provisions:
i. If terms of this Agreement. The Escrow Holder will act solely for the Closing occurs, then Corporation as its agent and not as a fiduciary. The Participant and the Corporation agree that the Escrow Agent shall deliver the Deposit Holder will not be liable to Seller.
ii. If either (or to any other party) for any reason actions or omissions unless the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent Holder is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period grossly negligent or if for any other reason Escrow Agent intentionally fraudulent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that carrying out the duties of the Escrow Agent hereunder are purely ministerial in nature Holder under this subsection (c). The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and shall may rely on the advice of counsel (which may be expressly limited counsel for the Corporation) and obey any order of any court with respect to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it transactions contemplated by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute the Corporation exercises its right to repurchase Restricted Shares held by the Escrow Holder, then upon payment by the Corporation of the Consideration for such Restricted Shares, the Escrow Holder shall arise in connection with this Agreement, or as deliver to the rights of Corporation the parties in stock certificate(s) evidencing those Restricted Shares. The Escrow Holder is empowered to act as the Participant’s attorney-in-fact to make such endorsements and to, or execute such stock powers as may be necessary to effect the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation repurchase contemplated under this Agreement;Section. The Escrow Holder will release from escrow, and deliver to the Participant, only those stock certificates that evidence the Restricted Shares for which the Corporation’s right to repurchase, as described in subsection (b) above, has expired.
Appears in 2 contracts
Sources: Executive Employment Agreement (Iptimize, Inc.), Executive Employment Agreement (Iptimize, Inc.)
Escrow. a. Escrow Agent shall hold and disburse (i) For purposes of facilitating the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment enforcement of the Depositprovisions of this Section 4, Escrow Agent shall give written notice Buyer agrees, immediately upon receipt of the certificate(s) for the Shares subject to the other party of Repurchase Right, to deliver such demand. If Escrow Agent does not receive a written objection from certificate(s), together with an Assignment Separate From Certificate in the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties form attached to this Agreement or a final judgment as Exhibit A executed by Buyer, in court. Howeverblank, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition Secretary of Seller, or the Deposit Secretary’s designee (as applicable, the “Escrow Agent”) to be held in accordance with the provisions of this Agreement. Escrow Agent Any new, substituted or additional securities or other property described in Section 4.4 above shall not immediately be liable for any action taken or omitted by Escrow Agent in good faith and believed by deposited with Escrow Agent to be authorized held in escrow. All regular cash dividends on Restricted Stock (or within other securities at the time held in escrow) shall be paid directly to Buyer and shall not be held in escrow. The shares of Restricted Stock, together with any other assets or securities held in escrow hereunder, shall be surrendered to Seller for repurchase and cancellation upon Seller’s exercise of its rights Repurchase Right. In any event, all shares of Restricted Stock (and any other vested assets and securities attributable thereto) shall be released when all shares of Restricted Stock have been released from the Repurchase Right. The Escrow Agent may rely upon any letter, notice or powers conferred other document executed by any signature purported to be genuine and may resign at any time. Buyer agrees that if the Escrow Agent resigns as escrow holder for any or no reason, the Board of Directors of Seller shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement. Certificates representing the Shares that have been released from the Repurchase Right shall be delivered to Buyer upon it by request promptly after such release.
(ii) Buyer shall not be entitled to transfer any shares of Restricted Stock without the prior written consent of Seller. If any transfer is made or attempted contrary to the provisions of this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent such purported transfer shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultvoid ab initio.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 2 contracts
Sources: Stock Purchase Agreement (Sequential Brands Group, Inc.), Stock Purchase Agreement (Sequential Brands Group, Inc.)
Escrow. a. The Downpayment shall be held by Escrow Agent, in trust, on the terms hereinafter set forth:
3.1. Escrow Agent shall hold deposit the Deposit in an interest bearing day of deposit-day of withdrawal bank account, with a Federally insured financial institution.
3.2. Escrow Agent shall not commingle the Downpayment with any other funds of Escrow Agent or others and shall promptly advise Purchaser and Seller of the number of any bank account in which the Deposit has been deposited.
3.3. If the Closing takes place under this Agreement, then Escrow Agent shall disburse the Deposit Downpayment on the Closing Date to Seller and Purchaser shall receive a credit against the Purchase Price in an amount equal to the Downpayment.
3.4. If this Agreement is terminated in accordance with the following provisions:
i. If terms hereof or if the Closing occursdoes not take place under this Agreement by reason of the failure of Purchaser or Seller to comply with its obligations hereunder, then Escrow Agent shall pay the Downpayment as required by the terms of this Agreement, provided, however, that notwithstanding the foregoing, Escrow Agent shall not pay over the Downpayment to any party hereunder unless and until the following procedure is complied with: The party requesting disbursement of the Downpayment (the “Requesting Party”) shall deliver notice to Escrow Agent and all other parties hereto requesting such disbursement. Within five (5) days after receipt of such notice of request, Escrow Agent shall deliver notice to all other parties hereto stating that the Deposit to Seller.
ii. If for any reason the Closing does not occur Requesting Party has requested such disbursement (and either party makes including a written demand upon Escrow Agent for payment copy of the Deposit, Escrow Agent shall give written notice to the other party of such demandRequesting Party’s notice). If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN Within ten (10) days after the giving receipt of such Escrow Agent’s notice, the non-requesting party shall either: (a) agree to permit such disbursement by Escrow Agent is hereby authorized or (b) inform Escrow Agent that the non-requesting party does not agree to make permit such paymentdisbursement. If the non-requesting party acts under clause (a), then Escrow Agent does receive such written objection within such TEN shall make the disbursement as requested by the Requesting Party. If the non-requesting party acts under clause (b), then Escrow Agent shall not make any disbursement except as provided in Section 3.6 below. If the non-requesting party fails to respond during the foregoing ten (10) day period or if for any other reason period, same shall be deemed to be the response of the non-requesting party under clause (a) on the last day of such ten (10) day period.
3.5. It is agreed that the duties of Escrow Agent are only as herein specifically provided, and, subject to the provisions of Section 3.6 hereof, are purely ministerial in good faith shall elect not to make such paymentnature, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder incur no liability whatever except for willful misconduct or gross negligence, as a depository only.
iv. long as Escrow Agent shall be protected has acted in relying upon the accuracy, acting in reliance upon the contents, good faith. Seller and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Purchaser each release Escrow Agent without verifying the truth or accuracy of from any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken act done or omitted to be done by Escrow Agent in good faith and believed by in the performance of its duties hereunder.
3.6. Escrow Agent is acting as a stakeholder only with respect to the Downpayment. If there is any dispute as to whether Escrow Agent is obligated to deliver the Downpayment as to whom the Downpayment is to be authorized or within its rights or powers conferred upon it by this Agreementdelivered, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have make any liability or obligation for loss delivery, but in such event Escrow Agent shall hold same until receipt by Escrow Agent of an authorization in writing, signed by all or any portion the parties having an interest in such dispute, directing the disposition of same, or, in the Deposit by reason absence of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreementsuch authorization, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In hold the event that a dispute shall arise in connection with this Agreement, or as to Downpayment until the final determination of the rights of the parties in and toan appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun within thirty (30) days after the disposition ofClosing Date and diligently continued, Escrow Agent may bring an appropriate action or proceeding for leave to deposit the DepositDownpayment in court pending such determination. 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 not to be entitled to the Downpayment. Upon making delivery of the Downpayment in the manner herein provided, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which no further liability hereunder.
3.7. Escrow Agent has executed this Agreement in order to confirm that Escrow Agent has received the Deposit, and that Escrow Agent will hold the Downpayment in escrow, pursuant to the provisions hereof.
3.8. Purchaser shall thereby pay any and thereafter be relieved all costs and released from any liability or obligation under expenses incurred by Escrow Agent as a result of this Agreement;transaction.
Appears in 2 contracts
Sources: Sale Purchase Agreement, Sale Purchase Agreement (CBRE Realty Finance Inc)
Escrow. a. Escrow Agent shall is authorized and agrees to hold all payments in an escrow or trust account pursuant to Kansas Statutes and to disburse the Deposit at Closing as provided in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit this Contract. In case of doubt or question as to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Depositliabilities, Escrow Agent may
(a) continue to hold all funds until the parties mutually agree in writing or until a court of competent jurisdiction determines the rights of the parties, or (b) deposit all funds so held with the Clerk of the District Court of the county in which the Property is located and, after notifying all parties in writing, Escrow Agent's liability shall give written notice cease, except to the other party account for any sums previously delivered. If, because of such demand. If duties as Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such noticeAgent, Escrow Agent is hereby authorized made a party to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period any suit or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such depositproceeding, Escrow Agent shall be relieved indemnified for all costs and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for expense by the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreementparties. Escrow Agent shall not be liable to any person for any action taken mis-delivery to BUYER or omitted SELLER of escrow funds unless due to willful breach of this Contract or gross negligence. Any interest earned on monies held in escrow by Escrow Agent in good faith shall inure to Escrow Agent. Escrow fees shall be charged one-half to BUYER and believed by one- half to SELLER. Notwithstanding any other terms of this Contract providing for forfeiture or refund of the ▇▇▇▇▇▇▇ money deposit, the parties understand that applicable Kansas real estate laws prohibit the Escrow Agent from distributing the ▇▇▇▇▇▇▇ money, once deposited, without the consent of all parties to be authorized or within its rights or powers conferred upon it this Contract. BUYER and SELLER agree that failure by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. either to respond in writing to a certified letter from Escrow Agent or Broker within seven (7) calendar days of receipt thereof or failure to make written demand for return or forfeiture of an ▇▇▇▇▇▇▇ money deposit within thirty (30) calendar days of notice of cancellation of this Contract shall not have any liability or obligation for loss of all or any portion constitute consent to distribution of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit ▇▇▇▇▇▇▇ money as suggested in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, such certified letter or as to demanded by the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;other party hereto.
Appears in 2 contracts
Sources: Sales Contract, Sales Contract
Escrow. a. Buyer and Seller authorize____________________________________________________________________________________ Telephone: Facsimile: Address:____________________________________________________________________________________________________________ to act as “Escrow Agent shall hold Agent” to receive funds and other items and, and subject to clearance, disburse the Deposit them in accordance with the following provisions:
i. If the Closing occurs, then the terms of this Contract. Escrow Agent shall deliver the Deposit will deposit all funds received in a q non-interest bearing escrow account q an interest bearing escrow account with interest accruing to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demandwith interest dispersed (check one) q at closing q at intervals. If Escrow Agent does not receive receives conflicting demands or has a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not doubt as to make such paymentEscrow Agent’s duties or liabilities under this Contract, Escrow Agent shall continue to he/she may (a) hold such amount the subject matter of the escrow until otherwise directed by written instructions from the parties mutually agree to this Agreement its disbursement or until issuance of a final judgment in court. However, Escrow Agent shall have court order or decision of arbitrator determining the right at any time to parties’ rights regarding the escrow or (b) deposit the escrowed proceeds and interest thereon, if any, subject matter of the escrow with the clerk of the Court circuit court having jurisdiction over the dispute. Upon notifying the parties of Orange Countysuch action, FloridaEscrow Agent will be released from all liability except for the duty to account for items previously delivered out of escrow. If a licensed real estate broker, Escrow Agent will comply with applicable provisions of Chapter 475, Florida Statues. In any suit or arbitration in which Escrow Agent is made a party because of acting as agent hereunder or interpleads the subject matter of the escrow. Escrow Agent shall give written notice will recover reasonable attorney’s fees and costs at all levels, with such fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other costs in favor of such deposit to Seller and Purchaserthe prevailing party. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser The parties agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall will not be liable to any person for any action taken misdelivery to Buyer or omitted by Escrow Agent in good faith and believed by Escrow Agent Seller of escrowed items, unless the misdelivery is due to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own ’s willful breach of this Contract or gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultnegligence.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 2 contracts
Sources: Purchase and Sale Agreement (GeoPharma, Inc.), Purchase and Sale Agreement (Dynamic Health Products Inc)
Escrow. a. The Deposit and any other sums which the parties agree shall be held in escrow (herein collectively called the “Escrow Agent Deposits”), shall hold be held by the Escrow Agent, in trust, and disburse the Deposit disposed of only in accordance with the following provisions:
i. (a) The Escrow Agent shall invest the Escrow Deposits in government insured interest-bearing instruments reasonably satisfactory to both Buyer and Seller or in a mutual fund with assets in excess of One Billion Dollars which invests in government-issued interest bearing instruments reasonably satisfactory as aforesaid, shall not commingle the Escrow Deposits with any funds of the Escrow Agent or others, and shall promptly provide Buyer and Seller with confirmation of the investments made.
(b) If the Closing occurs, then the Escrow Agent shall deliver the Deposit Escrow Deposits to SellerSeller on the Closing Date and the Escrow Deposits shall be credited on account of the Purchase Price, or upon instructions of Buyer, returned to Buyer and the Purchase Price shall not be credited, but shall be paid in full by Buyer.
ii(c) If for any reason the Closing does not occur, the Escrow Agent shall deliver the Escrow Deposits to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this Subsection (c). If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the DepositEscrow Deposits, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN ten (10) days after the Escrow Agent’s giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentperiod, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement signed by Seller and Buyer or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. (d) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties Escrow Agent shall not be deemed to be the agent of either of the Escrow Agent hereunder are purely ministerial in nature parties, and shall be expressly limited to that the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or omitted made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any Liabilities (including reasonable attorneys’ fees and expenses) incurred by Seller or Buyer resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all Liabilities, including reasonable attorneys’ fees and expenses, incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in good faith bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent.
(e) Buyer shall pay any income taxes on any interest earned on the Escrow Deposits. Buyer represents and believed by warrants to the Escrow Agent that its taxpayer identification number is ▇▇-▇▇▇▇▇▇▇.
(f) The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. confirm that the Escrow Agent shall not have any liability or obligation for loss of all or any portion of hold the Deposit by reason of Escrow Deposits, in escrow, and shall disburse the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this AgreementEscrow Deposits, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as pursuant to the rights provisions of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;Article 13.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (NTS Realty Holdings Lp), Purchase and Sale Agreement (NTS Realty Holdings Lp)
Escrow. a. The Deposit shall be held by the Escrow Agent, in trust, on the terms hereinafter set forth:
A. The Escrow Agent shall hold deposit the Escrow Deposit in treasury bills, treasury backed repurchase agreements or as otherwise directed in writing by Sellers and disburse Buyer.
B. The Escrow Agent shall not commingle the Deposit with any other funds of the Escrow Agent or others and shall promptly advise Buyer and Sellers of the number of any bank account in accordance with which the following provisions:Escrow Deposit has been deposited.
i. C. If the Closing occurstakes place under this Agreement (the "Closing"), then then, on the Closing Date, the Escrow Agent shall deliver the Deposit to Sellerto, or upon the instructions of, Sellers. In such event, any interest earned on the Escrow Deposit shall be credited against the Balance of the Purchase Price due from Buyer hereunder.
ii. D. If for any reason this Agreement is terminated in accordance with the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of terms hereof, then the Deposit, Escrow Agent shall give written notice to pay the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such noticeDeposit to, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracyinstructions of, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit party entitled thereto in accordance with the provisions of this Agreement. .
E. If the Closing does not take place under this Agreement by reason of the failure of either party to comply with its obligations hereunder, then the Escrow Agent shall not be liable pay the Deposit to the party entitled thereto in accordance with the provisions of this Agreement.
F. It is agreed that the duties of the Escrow Agent are only as herein specifically provided, and, subject to the provisions of subparagraph G below, are purely ministerial in nature, and that 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. Sellers and Buyer each release the Escrow Agent from any action taken act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. Each of the Sellers and believed by Buyer jointly and severally agrees to indemnify and hold the Escrow Agent harmless from any and all costs, expenses, claims or actions which may be incurred or asserted by or against the Escrow Agent, including without limitation claims or actions by any of them (except to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by the extent resulting from the Escrow Agent's own willful misconduct or gross negligence negligence).
G. The Escrow Agent is acting as a stakeholder only with respect to the Deposit. If there is any dispute as to whether the Escrow Agent is obligated to deliver the Escrow Deposit or willful default. interest earned thereon or as to the party whom said Escrow Deposit and interest earned thereon is to be delivered, the Escrow Agent shall not have make any liability or obligation for loss of all or any portion of delivery, but in such event the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreementhold same until receipt by the Escrow Agent of an authorization in writing, except signed by all the parties having interest in connection with Escrow Agent's gross negligence or willful default.
vi. In such dispute, directing the event that a dispute shall arise in connection with this Agreementdisposition of same, or as to in the absence of such auth- orization the Escrow Agent shall hold the Deposit until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun within thirty (30) days of the Closing Date and diligently continued, the Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the disposition ofDeposit in court pending such determination. 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 not to be entitled to the Deposit. Upon making delivery of the Deposit in the manner herein provided, the Deposit, Escrow Agent shall have no further liability hereunder.
H. The Escrow Agent has executed this Agreement in order to confirm that the right to: (i) Escrow Agent will hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of lawescrow, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;pursuant to the provisions hereof.
Appears in 2 contracts
Sources: Sale Purchase Agreement (JMB Income Properties LTD Xi), Sale Purchase Agreement (JMB Income Properties LTD X)
Escrow. a. (a) As long as there are Indemnity Escrow Agent Amounts validly held in the Indemnity Escrow Account, any and all Losses payable by any Seller Indemnifying Party pursuant to this Article 10 may be paid out of the Indemnity Escrow Account. Upon the determination that any such payment is due to a Buyer Indemnified Party and the delivery of written notice from the Buyer of its election to recover such amount from the Indemnity Escrow Account, the Buyer and the Seller shall hold execute and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then deliver a joint written instruction to the Escrow Agent shall deliver directing the Deposit Escrow Agent to Sellerrelease such amount from the Indemnity Escrow Account to the Buyer.
ii(b) Promptly following the date that is twelve (12) months after the Closing Date (the “Release Date”), the Buyer and the Seller shall execute and deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to release any remaining portion of the Indemnity Escrow Amount to the Seller, less any amounts that are subject to pending claims made by any Buyer Indemnified Party under this Article 10 prior to 11:59 p.m. on the Release Date. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment claim made by any Buyer Indemnified Party under this Article 10 is still pending as of the DepositRelease Date, the Escrow Agent shall give written notice Agent, pursuant to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties terms of the Escrow Agent hereunder are purely ministerial Agreement, will retain a portion of the Escrow Amount in nature and shall be expressly limited an amount equal to the safekeeping Losses identified in any unresolved notice delivered pursuant to the Escrow Agreement until such claim has been satisfied or otherwise resolved, at which point Buyer and disposition of the Deposit in accordance with Seller shall execute and deliver a joint written instruction to the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by directing the Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for release to the Seller any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion remaining balance of the Deposit by reason of Escrow Amount not used to satisfy the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the indemnification rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation Buyer Indemnified Party under this Agreement;Article 10.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Wireless Telecom Group Inc), Membership Interest Purchase Agreement (R F Industries LTD)
Escrow. a. If there is a dispute between Seller and Purchaser regarding whether all or any portion of the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall hold and disburse have no obligation to either Seller or Purchaser with respect to the Deposit in accordance with except to interplead the following provisions:
i. If the Closing occurs, then the Deposit into an appropriate court of competent jurisdiction. Escrow Agent shall deliver may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the Deposit to Sellerproper person.
ii. (i) If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment delivery of the DepositDeposit prior to Settlement, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does a notice of objection to the proposed payment is not receive a written objection received from the other party to the proposed payment within TEN ten (10) business days after the giving of such noticenotice by Escrow Agent, Escrow Agent is hereby authorized to make such paymentdeliver the Deposit to the party who made the demand. If Escrow Agent does receive such written receives a notice of objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentsaid period, then Escrow Agent shall continue to hold such amount until otherwise directed by written instructions the Deposit and thereafter pay it to the party entitled when Escrow Agent receives: (i) a notice from the objecting party withdrawing the objection, or (ii) a notice signed by both parties to this Agreement directing disposition of the Deposit, or (iii) a final judgment in courtor order from a court of competent jurisdiction. HoweverExcept for its bad faith, gross negligence or willful misconduct, Escrow Agent shall have the right at not be liable for any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk loss or impairment of the Court of Orange CountyDeposit;
(ii) Except for its bad faith, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such depositgross negligence or willful misconduct, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.Agent;
v. The parties acknowledge that (iii) Escrow Agent is acting solely as a stakeholder at their request and for their convenienceshall not be bound in any way by any other contract or understanding between the parties hereto, that the duties of the whether or not Escrow Agent hereunder are purely ministerial has knowledge thereof or consents thereto unless such consent is given in nature writing;
(iv) Escrow Agent’s sole duties and responsibilities shall be expressly limited to the safekeeping hold and disposition of disburse the Deposit in accordance with the provisions of this Agreement. ; provided, however, that Escrow Agent shall have no responsibility for the clearing or collection of the check (if any) representing the Deposit;
(v) Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by the bad faith, gross negligence of willful misconduct or Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. ;
(vi) Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement;
(vii) Escrow Agent may resign at any time upon at least ten (10) days prior written notice to the parties hereto. If, except prior to the effective date of such resignation, the parties hereto shall have approved, in writing, a successor escrow agent, then upon the resignation of Escrow Agent, Escrow Agent shall deliver the Deposit to such successor escrow agent. From and after such resignation and the delivery of the Deposit to such successor escrow agent, Escrow Agent shall be fully relieved of all of its duties, responsibilities and obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed by the appointed successor escrow agent. If, for any reason, the parties hereto shall not approve a successor escrow agent within such period, Escrow Agent may bring any appropriate action or proceeding for leave to deposit the Deposit with a court of competent jurisdiction pending the approval of a successor escrow agent, and upon such deposit Escrow Agent shall be fully relieved of all of its duties, responsibilities and obligations under this Agreement;
(viii) Seller and Purchaser hereby agree to, jointly and severally, indemnify, defend and hold Escrow Agent harmless from and against any liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against, Escrow Agent (including reasonable counsel fees and court costs) by reason of Escrow Agent’s acting or failing to act in connection with any of the matters contemplated by this Agreement or in carrying out the terms of this Agreement, except as a result of Escrow Agent's ’s gross negligence or willful default.misconduct; and
vi. (ix) In the event that a dispute shall arise in connection with this Agreement, or as to the rights of any of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (iw) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitrationarbitration or otherwise, or otherwise; (iix) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;, except to the extent any claims against Escrow Agent arise from the bad faith, gross negligence or willful misconduct of Escrow Agent, or a breach of the Escrow Agent’s obligations under this Agreement, or (y) institute an action in interpleader or other similar action permitted by stakeholders in the State of New Jersey, or (z) interplead any of the parties in any action or proceeding which may be brought to determine the rights of the parties to all or any part of the Deposit. The costs of any of the actions taken by Escrow Agent pursuant to clauses (w), (x), (y) or (z) of the immediately preceding sentence, including, without limitation, reasonable legal fees, shall be borne by whichever of Seller or Purchaser is the losing party (i.e., determined not to be the party entitled to the Deposit). In the event neither party is determined to be the losing party, the costs of any of the actions taken by Escrow Agent shall be borne by the Purchaser and Seller equally.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
Escrow. a. Concurrently with the execution of this Contract of Sale, Purchaser has delivered to Escrow Agent, a check(s) (subject to collection) in the amount of $50,000.00 as the downpayment (the "Downpayment"). On or before the expiration of the Due Diligence Period, Purchaser shall deliver a certified check or wire transfer to Escrow Agent shall hold for an additional $50,000.00 which is to be added to the Downpayment and disburse the Deposit held in escrow in accordance with the following provisions:
i. If terms hereof. Escrow Agent shall deposit the Closing occurs, then the Downpayment into an interest-bearing account(s) maintained at a federally insured financial institution(s). Escrow Agent shall deliver the Deposit to Seller.
iiDownpayment in accordance with this Contract of Sale, or a joint instruction signed by Seller and Purchaser, or separate instructions of like tenor signed by Seller and Purchaser, or a final judgment of a court of competent jurisdiction. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of hereby is authorized and directed to deliver the DepositDownpayment to Seller if, Escrow Agent shall give written notice to the other party of such demandas and when title closes. If Escrow Agent does not shall receive a written request by one party for the release of the escrow, Escrow Agent will give a copy thereof to the other party. If Escrow Agent shall not receive an objection from the other party to the proposed payment within TEN five (105) days after the giving of such noticebusiness days, then Escrow Agent is hereby authorized to make such paymentshall so release the Downpayment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentreceives an objection, then Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment Downpayment in courtaccordance with the terms hereof. However, Escrow Agent shall have the right at any time to may deposit the escrowed proceeds Downpayment with a court of competent jurisdiction, and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written upon notice of such deposit to Seller and Purchaser. Upon Purchaser of such deposit, Escrow Agent shall be relieved and discharged of all have no further obligations and responsibilities responsibility or liability hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to may act as upon any instruction or other writing believed by Escrow Agent in accordance with this Articlegood faith to be genuine and to be signed or presented by the proper persons. Except as otherwise noted herein, any interest or income thereon shall be paid to the party entitled to receive the Downpayment; provided that if Seller shall receive the interest at Closing then such interest shall serve as a credit against the purchase price. It is understood and agreed that if a check for any portion of the Downpayment shall fail to clear then Escrow Agent shall deliver the portion, if any, of the Downpayment that shall have no duties cleared (together with any interest earned thereon) to Seller and this Contract shall terminate and neither party shall have any further obligations hereunder to the other except that Seller shall be permitted to attempt to collect from Purchaser on the check that shall have failed to clear by commencing litigation or responsibilities except those set forth in this Agreement and otherwise as provided for by law. Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as merely a stakeholder at their request stakeholder, and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial shall not be liable for any act or omission unless taken or suffered in nature and shall be expressly limited to the safekeeping and disposition of the Deposit bad faith, in accordance with the provisions willful disregard of this AgreementContract of Sale or involving gross negligence. Escrow Agent shall not be liable for the failure of the institution(s) in which the Downpayment has been deposited or for establishing accounts in excess of applicable guaranty limits. Seller and Purchaser agree to indemnify and hold Escrow Agent harmless from and against any reasonable costs, claims or expenses incurred in connection with the performance of the Escrow Agent's duties hereunder, unless such costs, claims or expenses were occasioned by Escrow Agent's bad faith or its willful disregard of this Contract of Sale. Escrow Agent shall not be bound by any agreement between Seller and Purchaser, whether or not Escrow Agent has knowledge thereof, and Escrow Agent's only duties and responsibilities shall be to hold, and to dispose of, the Downpayment and interest earned thereon in accordance with this Contract of Sale. Escrow Agent may consult with counsel, and any opinion of counsel shall be full and complete authorization and protection in respect to any action taken or omitted by Escrow Agent hereunder in good faith and believed by Escrow Agent to be authorized in reliance upon such opinion. All instructions or within its rights notices given to, or powers conferred upon it by this Agreementby, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved in writing and released from any liability under delivered in accordance with the requirements of this AgreementContract of Sale. For purposes of this paragraph, such instructions and notices shall be deemed delivered on the date of delivery, if by hand, or on the date of mailing if mailed, except in connection with Escrow Agent's gross negligence that no instruction or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as notice to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which be deemed effectively delivered to Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;until actual receipt thereof by Escrow Agent.
Appears in 2 contracts
Sources: Contract of Sale (BRT Realty Trust), Contract of Sale (BRT Realty Trust)
Escrow. a. 13.1. Escrow Agent shall hold and disburse hereby acknowledges receipt of the Deposit and agrees to hold the Deposit in escrow until the Closing or sooner termination of this Agreement and shall pay over and apply the proceeds thereof in accordance with the following provisions:
i. If the Closing occursterms of this Agreement. If, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason reason, the Closing does not occur and either party Purchaser or Sellers makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN five (105) days Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN five (105) day period Business Day period, or if for any other reason Escrow Agent in good faith shall elect not to make such payment, or in the event of any other dispute between Purchaser and Sellers, Escrow Agent shall either continue to hold such amount the Deposit until otherwise directed by written instructions from the parties to this Agreement or until a final judgment in court. However(beyond any applicable appeal period) by a court of competent jurisdiction is rendered disposing of such Deposit, Escrow Agent or shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk funds in a court of competent jurisdiction pursuant to CPLR 1006 or any other applicable statute. Upon delivery of the Court Deposit to either Purchaser, Sellers or a court of Orange County, Florida. Escrow Agent shall give written notice of such deposit competent jurisdiction under and pursuant to Seller and Purchaser. Upon such depositthis Section 13, Escrow Agent shall be relieved and discharged of all further liability, responsibility or obligation with respect to or arising out of the Deposit and any and all of its obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
ivtherefrom. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely liable as a stakeholder at their request depository only and for their convenience, that the its duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit and the delivery of same in accordance with the provisions terms of this Agreement.
13.2. Purchaser and Sellers hereby agree to indemnify, defend and hold harmless Escrow Agent shall not be liable for from and against any action taken or omitted by cost and expense Escrow Agent in good faith and believed by Escrow Agent may incur as a result of its agreement to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by act as Escrow Agent's own gross negligence or willful default. Purchaser and Sellers shall be equally responsible for such indemnity.
13.3. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of or depository with whom the escrow account is maintainedDeposit has been made. Upon the disbursement of the Deposit in accordance with this Agreement, The parties acknowledge that Escrow Agent shall deposit and maintain the Deposit with Chemical Bank and the parties agree that said institution is acceptable.
13.4. Escrow Agent shall not be relieved liable to Purchaser or Sellers, or any other party, for any action taken or omitted to be taken by it in good faith; and released from Escrow Agent shall not be responsible to any liability under this Agreementparty for the consequences of any oversight or errors of judgment on its part, except in connection with nor be answerable to any party for any loss, cost or expense unless same shall occur through Escrow Agent's gross negligence or willful defaultmisconduct. Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel.
vi13.5. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold to act in reliance upon any document, instrument or signature believed by it to be genuine and retain all to assume that any person purporting to give any notice or any part of instruction in accordance with the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which provisions hereof has been duly authorized to do so.
13.6. Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under execute this Agreement;Agreement solely to acknowledge its obligations as Escrow Agent hereunder.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Hudson Hotels Corp), Purchase and Sale Agreement (Salomon Brothers Holding Co Inc Salomon Brothers Inc)
Escrow. a. Escrow Agent agrees to hold all of the Escrowed Property in escrow subject to the terms and conditions contained in this Escrow Agreement and the Document, if any. The provisions of this Escrow Agreement shall control in the event of any conflict between the provisions hereof and the provisions of the Document, if any.
b. Escrow Agent shall deposit the Escrowed property in an interest bearing account. All interest earned shall be paid to Navitrak International, Corp.
c. 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.
d. In the event the Escrowed Property consists in whole or in part of stocks, bonds, or certificates of deposit (or any other property which may fluctuate in value) Escrow Agent shall hold and disburse in escrow, pursuant to this Escrow Agreement, any proceeds of the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrowed Property actually delivered to Escrow Agent and realized as a result of splits, calls, redemptions, or otherwise, but shall deliver not be obligated to ascertain the Deposit existence of (or initiate recovery of) such proceeds or to Seller.
ii. If for become or remain informed with respect to the possibility or probability of such proceeds being realized at any reason time in the Closing does not occur future, or to inform any Principal(s) or any third party with respect to the nature and either party makes a extent of any proceeds realized, except upon the written demand upon Escrow Agent for payment request of such party, or to monitor current market values of the DepositEscrowed Property. Further, Escrow Agent shall give written notice not be obligated to proceed with any action or inaction based on information with respect to market values of the other party of such demand. If Escrowed Property which Escrow Agent does not receive a written objection from may in any manner learn, nor shall Escrow Agent be obligated to inform Principal(s) or any third party with respect to market values of any one or more of the other party to the proposed payment within TEN (10) days after the giving of such noticeEscrowed Property at any time, Escrow Agent is hereby authorized having no duties with respect to make such paymentinvestment management or information, all Principal(s) understanding and intending that Escrow Agents responsibilities are purely ministerial in nature. If Escrow Agent does receive such written objection within such TEN (10) day period Any reduction in the market value or if for any other reason Escrow Agent in good faith shall elect not to make such payment, the value of the Escrowed property while deposited with Escrow Agent shall continue to hold such amount until otherwise directed by written be at the sole risk of Principal(s).
e. In the event instructions from the parties to this Agreement or a final judgment in court. However, Principal(s) would require Escrow Agent shall have the right at to expend any time monies or to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such depositincur any cost, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunderentitled to refrain from taking any action until it receives payment for such costs.
iii. f. Principal(s) acknowledge and agree that nothing in this Escrow Agreement shall prohibit Escrow Agent has signed this Agreement from (1) serving in a similar capacity on behalf of others or (2) acting in the capacity of attorneys for one or more Principal(s) in connection with any matter.
g. Principal(s) acknowledge and agree that the sole purpose of agreeing Escrowed Property will be used to act pay ▇▇▇▇ ▇. ▇▇▇▇▇▇'▇ Lump Sum Severance Package Compensation as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those more specifically set forth in paragraph 6.3 of the Document, or the Lump Sum Disability Severance Package Compensation, as more specifically set forth in paragraph 6.4 of the Document, as the case may be. Notwithstanding anything to the contrary contained in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent or the Document, the Escrowed Property shall be protected in relying released to ▇▇▇▇ ▇. ▇▇▇▇▇▇ upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given written notification to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition by Knight who is a member of the Deposit Board of Directors of Navitrak International, Corp. Absent such notification by Knight, the money shall remain in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
viescrow. In the event that Knight is no longer a dispute member of the Board of Directors of Navitrak International, Corp., Principal(s) shall arise in connection with this Agreement, or mutually designated person to replace Knight as to the rights of obligations under this Section 1(g) and shall jointly provide the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have with written notification as to the right to: (i) hold name, address and retain all or any part telephone number of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;person.
Appears in 1 contract
Escrow. a. The Borrower hereby agrees to execute and deliver the Escrowed Documents, and related documents executed by the Borrower contemporaneously with the execution of this Agreement and to deliver them to Fidelity National Title Insurance Company, as Escrow Agent shall hold (the “Escrow Agent”) pursuant to this Agreement and disburse the Deposit in accordance with the following provisions:
i. If the Closing occursAcknowledgment and Agreement of Escrow Agent, then the Escrow Agent shall deliver the Deposit which document is to Sellerbe released and delivered to Lender as and when permitted by Section 6 below.
ii. If for any reason (a) The Borrower hereby acknowledges and agrees that, at the Closing does not occur and either party makes a written demand Lender’s option upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party Borrower following occurrence of the Forbearance Termination Date, the conveyance of the Property by way of the Escrowed Documents is expressly intended to be an immediate and absolute conveyance of Borrower’s right, title and interest, respectively, in the Property into escrow, which shall immediately vest in Lender on the date it shall receive the Escrowed Documents as and when permitted by Section 6 hereof, and such demandconveyance has not been granted nor is intended for security purposes in any respect. If Escrow Agent does The Lender shall promptly notify the Borrower of the delivery date of the Escrowed Documents.
(b) Borrower further acknowledges and agrees that the foregoing escrow is a true escrow under applicable law for all purposes and is not receive intended for security purposes or as a written objection disguised collateral arrangement in any manner whatsoever.
(c) Borrower hereby agrees, at its own expense, to execute, deliver, file and record, from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds time, any and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations or other instruments, agreements or other papers, and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for to perform such acts as Lender may require, to effect the sole purpose purposes of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller to secure to Lender the benefit of all rights and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying remedies conferred upon Lender by the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties terms of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it Loan Documents, as amended by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Escrow. a. By signing below, Seller further consents and authorizes Attorney to hold $ .00 (“$250.00” if blank) (the “Escrow Agent Deposit”) in escrow from the proceeds of sale and/or from Seller’s funds that are presently available to Attorney, for payment of all unpaid taxes, Liens, water, pure water and/or sewer use charges attributable to the Property through the Closing or as otherwise provided in an agreement between Seller and Buyer. The duties of Attorney with respect to the Escrow Deposit shall hold and disburse be determined solely by the Deposit in accordance with the following provisionsfollowing:
i. If the Closing occurs, then the 1. The Escrow Agent Deposit shall deliver the Deposit be placed in Attorney’s “▇▇▇▇” trust account and no interest shall be paid on such funds to Seller.
ii2. Seller acknowledges that Attorney is acting solely as a stakeholder at Seller’s request and for Seller’s convenience and Attorney shall not be liable to Seller for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this Consent for Guarantee of Attorney or involving gross negligence on the part of Attorney.
3. If for there is any reason dispute or doubt as to whether Seller is entitled to the Closing does not occur Escrow Deposit, Attorney shall hold the Escrow Deposit until Seller and either party makes Attorney enter into a written demand upon Escrow Agent for payment agreement regarding the release of the DepositEscrow Deposit and/or a final, Escrow Agent shall give written notice to the other party non-appealable judgment, order or decree of such demanda court.
4. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent Attorney shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, Escrow Deposit with the clerk of a court in the Court of Orange Countycounty in which the Property is located, Florida. Escrow Agent whether or not pursuant to an interpleader action, and shall give written notice of such deposit to Seller Seller. Furthermore, Attorney may, at any time, take such affirmative steps as Attorney may elect in order to substitute an impartial party to hold the Escrow Deposit and Purchaserto terminate its duties herein. Upon such depositdeposit or other disbursement in accordance with the terms of this Section, Escrow Agent Attorney shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii5. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent Attorney shall not be liable for any action mistake of fact or of law or for any error of judgment or for any acts or omissions of any kind with respect to the Escrow Deposit, unless taken or omitted by Escrow Agent suffered in good faith and bad faith, in willful disregard of this Consent or involving gross negligence on the part of Attorney.
6. Attorney shall be entitled to rely on any instrument or signature believed by Escrow Agent Attorney to be genuine and may assume that any person purporting to give any writing, notice or instruction in connection with taxes, Liens, water and/or sewer use charges attributable to the Property is duly authorized to do so by the party on whose behalf such writing, notice or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account instruction is maintainedgiven.
7. Upon the expiration of ninety (90) days from the date of Closing, Attorney shall have the right to release the Escrow Deposit to Seller. Upon such deposit or other disbursement of the Deposit in accordance with the terms of this AgreementSection, Escrow Agent Attorney shall be relieved and released from any liability under this Agreement, except discharged of all further obligations and responsibilities hereunder. Seller: Date: Attorney: Date: By: Its:
1. Mortgage in connection with Escrow Agent's gross negligence or willful defaultthe amount of $ and interest made by to dated and recorded in the County Clerk’s Office on (in Liber of Mortgages at Page ) (as Document No. ).
vi2. In Mortgage in the event that a dispute shall arise amount of $ and interest made by to dated and recorded in connection with this Agreement, or the County Clerk’s Office on (in Liber of Mortgages at Page ) (as to Document No. ).
3. Lien in the rights amount of $ and interest held by filed in the parties County Clerk’s Office on .
4. Lien in the amount of $ and to, or interest held by filed in the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;County Clerk’s Office on .
Appears in 1 contract
Sources: Closing Guarantee
Escrow. a. Any Escrow Agent shall receiving funds is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse the Deposit same subject to clearance thereof in accordance with terms and conditions of this Agreement. Failure of clearance of funds shall not excuse performance by the following provisions:
i. If PURCHASER. In the Closing occurs, then the Escrow Agent shall deliver the Deposit event of doubt as to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no its duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with liabilities under the provisions of this Agreement, the Escrow Agent may, in its sole discretion, continue to hold the monies which are the subject of this escrow until the parties mutually agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit all the monies then held pursuant to this Agreement with the Clerk of the Circuit Court of Broward County, Florida, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between PURCHASER and SELLER wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to recover a reasonable attorney’s fee and costs incurred, said fees and costs to be charged and assessed as court cost in favor of the prevailing party. All parties agree that the Escrow Agent shall not be liable to any party or person whomsoever for any action taken misdelivery to PURCHASER or omitted by Escrow Agent in good faith and believed by Escrow Agent SELLER of monies subject to this escrow, unless such misdelivery shall be authorized due to willful breach of this Agreement or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of on the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit Escrow Agent. PURCHASER acknowledges that ▇▇▇▇▇▇ Agent has been retained as counsel for the Deposit SELLER in an appropriate court of law, following which this matter and other matters and agrees that Escrow Agent shall thereby may continue to represent SELLER in this matter and thereafter be relieved any and released all present and future matters including any dispute resulting in litigation arising from any liability or obligation under the obligations set forth in this Agreement;.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Escrow. a. 14.1 The Escrow Agent shall hold deposit the Initial Deposit, the Additional Deposit and disburse all other monies constituting part of the Deposit Downpayment hereunder in accordance with the following provisions:an interest bearing escrow account in a federally insured institution.
i. 14.2 If the Closing occurstakes place, then the Escrow Agent shall deliver the Deposit to SellerDownpayment to, or upon the instructions of, Seller at the Closing.
ii. 14.3 If for any reason this Agreement is terminated in accordance with the terms hereof or if the Closing does not occur and either party makes a written demand upon take place under this Agreement by reason of the failure of Purchaser or Seller to comply with its obligations hereunder, then Escrow Agent for payment shall pay the Downpayment as required by the terms of this Agreement, provided, however, that notwithstanding the Depositforegoing, Escrow Agent shall give written not pay over the Downpayment to any party hereunder unless and until the following procedure is complied with: The party requesting disbursement of the Downpayment (the “Requesting Party”) shall deliver notice to Escrow Agent and the other party hereto requesting such disbursement. Within three (3) Business Days after receipt of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving notice of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentrequest, Escrow Agent shall continue deliver notice to hold all other parties hereto stating that the Requesting Party has requested a disbursement of the Downpayment (and including a copy of the Requesting Party’s notice) and if, within five (5) Business Days after receipt of Escrow Agent’s notice, the non-requesting party does not contest such amount until otherwise directed disbursement by written instructions from the parties notice to this Agreement or a final judgment in court. HoweverEscrow Agent, then Escrow Agent shall have make the right at any time to deposit disbursement as requested by the escrowed proceeds and interest thereon, if any, with Requesting Party. If the clerk non-requesting party does contest the disbursement of the Court of Orange CountyDownpayment by timely written notice to Escrow Agent under this Section 14.3, Florida. then Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereundernot make any disbursement except as provided in Section 14.5 below.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.14.4 It is agreed that:
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that (a) the duties of the Escrow Agent hereunder are only as herein specifically provided and are purely ministerial in nature 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;
(b) in the performance of its duties hereunder, the Escrow Agent shall be expressly limited entitled to the safekeeping rely upon any document, instrument or signature believed by it to be genuine and disposition signed by either or both of the Deposit parties or their successors;
(c) the Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions of this Agreement. hereof has been duly authorized to do so;
(d) the Escrow Agent shall not be liable for bound by any action taken modification, cancellation or rescission of this Agreement unless in writing and signed by Seller and Purchaser, and to the extent such modification, cancellation or rescission of this Agreement would affect the Escrow Agent’s rights or obligations under this Agreement, by the Escrow Agent;
(e) Seller and Purchaser shall jointly and severally reimburse and indemnify the Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys’ fees and disbursements, incurred without willful misconduct or gross negligence on the part of the Escrow Agent arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; and
(f) Seller and Purchaser each hereby release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own without gross negligence or willful default. misconduct in the performance of its duties hereunder.
14.5 The Escrow Agent shall not have is acting as a stake-holder only with respect to the Downpayment. If there is any liability or obligation for loss of dispute as to whether the Escrow Agent is obligated to deliver all or any portion of the Deposit by reason Downpayment or as to whom the proceeds of the insolvency or failure of Downpayment are to be delivered, the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall not be relieved and released from required to make any liability under this Agreementdelivery, except but in connection with such event the Escrow Agent's gross negligence or willful default.
vi. In Agent shall hold the event that a dispute Downpayment until receipt by the Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Downpayment, or, in the absence of such authorization, the Escrow Agent shall arise in connection with this Agreementhold the Downpayment, or as to until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination have not begun within ninety (90) days after the date the Escrow Agent receives written notice of such dispute, and thereafter diligently continued, the Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the disposition ofDownpayment in court, pending such determination. 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 not to be entitled to the Downpayment, or if the Downpayment is split between the parties hereto, such costs of the Escrow Agent shall be split, pro rata, between Seller and Purchaser, based upon the amount of Downpayment received by each. Upon making delivery of the Downpayment, in the manner provided in this Agreement, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which no further liability hereunder.
14.6 The Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under has executed this Agreement solely to confirm that, upon receipt thereof, the Escrow Agent will hold the Downpayment in escrow, pursuant to the provisions of this Agreement;.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Carey Watermark Investors Inc)
Escrow. a. (a) As soon as practicable (but in no event later than 75 days after the Closing Date), Buyer shall deliver to the Escrow Agent the Seller Earnout Shares, and the Escrow Agent shall hold and disburse administer the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice Seller Earnout Shares subject to the other party terms of such demandthis Agreement. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. The Escrow Agent shall have no duties responsibility for the genuineness, validity, market value, title or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of sufficiency for any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties intended purpose of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited Seller Earnout Shares. In the event Buyer is unable to procure Indian regulatory approvals for the safekeeping and disposition of the Deposit Seller Earnout Shares in accordance with the provisions Purchase Agreement, Buyer shall deliver the Alternative Cash Earnout Amount to the Escrow Agent in lieu of the “Seller Earnout Shares.” In such event, the Alternative Cash Earnout Amount shall be treated in all respects as “Seller Earnout Shares” for purposes of this Agreement.
(b) As soon as practicable (but in no event later than 75 days after the Closing Date), Buyer shall deliver to the Escrow Agent cash the Cash Earnout Amount, (the “Cash Earnout Amount, together with the Seller Earnout Shares or the Alternative Cash Earnout Amount, the “Earnout Consideration”) subject to the terms of this Agreement.
(c) Within seven (7) days after the Closing Date, Seller shall deliver the Escrow Agent certificates representing the Escrow Units, and the Escrow Agent shall hold and administer the certificates subject to the terms of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, The Escrow Agent shall have no responsibility for the right to: (i) hold and retain all genuineness, validity, market value, title or sufficiency for any part intended purpose of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;Units.
Appears in 1 contract
Escrow. a. (a) The Downpayment and any interest earned thereon, upon Escrow Agent’s receipt and collection thereof, shall be held in an interest bearing account at a commercial bank having an office in Manhattan and, at Seller’s option, will be invested in United States Treasury bills or notes or other short term obligations (approved by both parties in their sole discretion) with appropriate maturities prior to the scheduled Closing Date.
(b) Except as otherwise set forth in this Agreement, the interest, if any, earned on the Downpayment shall be delivered with the Downpayment to the person or persons entitled thereto pursuant to the terms of this Article 30. Escrow Agent shall hold and disburse not be responsible for (i) any interest earned on the Deposit Downpayment except for such interest as is actually earned or (ii) the loss of any interest resulting from the withdrawal of any interest-bearing investment prior to maturity or the date interest is posted on such investment.
(c) Escrow Agent shall deliver the Downpayment in accordance with the following provisionsfollowing:
i. (i) If Purchaser shall assert that this Agreement shall have been terminated in accordance with the Closing occursterms and conditions thereof, and that it is entitled to the return of the Downpayment, then Purchaser shall deliver a written notice to Escrow Agent instructing Escrow Agent to deliver the Downpayment to Purchaser. Escrow Agent shall promptly send a copy of such notice to Seller and in the event that within five (5) Business Days of such notice being given to Seller, Seller shall not have (i) delivered a written objection to Escrow Agent or (ii) commenced an action to restrain the release of the Downpayment and served upon Escrow Agent the pleadings in such action, then Escrow Agent shall promptly deliver the Downpayment to Purchaser.
(ii) If Seller shall assert that this Agreement shall have been terminated in accordance with the terms and conditions thereof, and that the Downpayment shall have been forfeited by Purchaser, then Seller shall deliver a written notice to Escrow Agent instructing Escrow Agent to deliver the Downpayment to Seller. Escrow Agent shall promptly send a copy of such notice to Purchaser and in the event that within five (5) Business Days of such notice being given to Purchaser, Purchaser shall not have (i) delivered a written objection to Escrow Agent or (ii) commenced an action to restrain the release of the Downpayment and served upon Escrow Agent the pleadings in such action, then the Escrow Agent shall promptly deliver the Deposit Downpayment to Seller.
ii. (iii) If for any reason the Closing does not occur under this Agreement shall occur, Seller and either party makes Purchaser shall deliver jointly a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from at such Closing instructing Escrow Agent to deliver the other party Downpayment to the proposed payment within TEN Seller (10or as Seller may direct in writing) days after the giving and, upon receipt of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN shall do so.
(10iv) day period Upon its receipt of any objection, notice or if demand for any other reason Escrow Agent in good faith shall elect not to make such paymentthe Downpayment delivered by Seller or Purchaser, Escrow Agent shall promptly deliver a copy thereof to the other party.
(d) In the event any disagreement or dispute shall arise between or among any of the parties hereto and/or any other persons resulting in adverse claims and demands being made for the Downpayment, then, at Escrow Agent’s option (i) Escrow Agent may refuse to comply with any claims or demands on it and continue to hold such amount the Downpayment until otherwise directed (a) Escrow Agent receives written notice signed by written instructions from Seller, Purchaser and any other person who may have asserted a claim to or made a demand for the parties to this Agreement Downpayment directing the disbursement of the Downpayment, in which event Escrow Agent shall then disburse the Downpayment in accordance with said direction, or (b) Escrow Agent receives a certified copy of a final and non- appealable judgment of a court of competent jurisdiction directing the disbursement of the Downpayment, in court. Howeverwhich event Escrow Agent shall then disburse the Downpayment in accordance with said direction; or (ii) in the event Escrow Agent shall receive a written notice advising that a litigation over entitlement to the Downpayment has been commenced, Escrow Agent shall have the right at any time to may deposit the escrowed proceeds and interest thereon, if any, Downpayment with the clerk of the Court court in which said litigation is pending; or (iii) Escrow Agent may deposit the Downpayment in a court of Orange Countycompetent jurisdiction by the commencement of an action for interpleader, Floridathe costs thereof to be borne by whichever of Seller and Purchaser is the losing party.
(e) Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with adverse claims and demands being made for the Downpayment. Escrow Agent shall give written notice not be responsible for any act or failure to act on its part nor shall it have any liability under this Article 30 or in connection herewith except in the case of such deposit to Seller and Purchaserits own willful misconduct or gross negligence. Upon such deposit, Escrow Agent shall be relieved automatically released from all responsibility and discharged liability hereunder upon Escrow Agent’s delivery or deposit of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent Downpayment in accordance with the provisions of this ArticleArticle 30.
(f) It is expressly understood that Escrow Agent acts hereunder as an accommodation to Seller and Purchaser and as a depository only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or for the form of execution of such instruments, or for the identity, authority or right of any person executing or depositing the same, or for the terms and conditions of any instrument pursuant to which Escrow Agent or the parties may act.
(g) The duties of Escrow Agent are purely ministerial. The Escrow Agent shall not have no any duties or responsibilities except those set forth in this Agreement Article 30 and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine, and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so.
(h) Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it and shall be fully protected in so acting or refraining from acting upon the advice of such counsel.
(i) Purchaser and Seller hereby jointly and Purchaser severally agree to indemnify and acknowledge that save Escrow Agent shall act harmless from any and all loss, damage, claims, liabilities, judgments and other cost and expense of every kind and nature which may be incurred by Escrow Agent arising out of its acting as Escrow Agent hereunder as a depository only(including, without limitation, reasonable attorneys’ fees and disbursements) except in the case of its own willful misconduct or gross negligence.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. (j) The parties acknowledge that Escrow Agent is acting solely acting, and shall continue to act, as a stakeholder at their request counsel to Seller in connection with this agreement and for their convenience, other matters. The parties agree that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition or any member or employee of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable permitted to act as counsel for Seller in any action taken dispute or omitted by Escrow Agent in good faith and believed by Escrow Agent question as to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with Downpayment or any other matter arising hereunder.
(k) The provisions of this Article 30 shall survive the Closing or the termination of this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Contract of Sale
Escrow. a. Escrow Agent Notwithstanding any provision of this Agreement to the contrary, the Closing of the Transactions contemplated hereunder shall hold and disburse the Deposit be completed in accordance escrow, with all deliveries in connection with the following provisions:
i. If Transactions hereunder being made to ▇▇▇▇▇▇▇▇ ▇▇▇▇, Esq., as escrow agent (the Closing occurs“Escrow Agent”), then to be held in escrow and disposed of by the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Articlethe terms and provisions of a certain Deposit and Escrow Agreement by and between Seller, Buyer and Escrow Agent dated May 17, 2004, as amended, a copy of which is attached hereto as Schedule 1.9 (the “Escrow Agreement”). The parties hereto agree to amend the Escrow Agreement to the extent required to make the provisions thereof consistent with the terms of the escrow set forth herein. In furtherance of the escrow closing, the following shall apply:
(a) In lieu of delivering the Share Purchase Price to the Stockholders as provided for in Section 1.5(a), Buyer shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the amount of $315,000, which together with the Initial Deposit (as defined in the Escrow Agreement) of $25,000 previously paid into escrow by Buyer, represents the Share Purchase Price.
(b) In lieu of delivering to Buyer certificates for the Shares provided for in Section 1.6, Stockholders shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, certificate(s) registered in the name of the Stockholders representing the Shares, accompanied by stock powers duly endorsed in blank, with Stockholder’s signature medallion guaranteed by a national bank.
(c) In lieu of delivering the Note Purchase Price to the Seller as provided for in Section 1.5(b), Buyer shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the Note Purchase Price.
(d) In lieu of delivering to Buyer the original Notes and the Note Assignment transferring the Notes to Buyer as provided for in Section 1.7, Seller shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the original Notes and the Note Assignment, duly executed by Seller.
(e) In lieu of delivering the New Share Purchase Price to the Company as provided for in Section 1.5(c), Buyer shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the amount of $50,000 representing the New Share Purchase Price.
(f) In lieu of delivering to Transfer Agent the Issuance Direction provided for in Section 1.6, the Company shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the Issuance Direction.
(g) Concurrently with the Closing, Buyer shall, in writing, instruct the Escrow Agent to deliver to the Company the original Notes, the Note Assignment, a notice of election to convert the Notes, in substantially the form attached hereto as Exhibit C (“Buyer Conversion Notice”), with instructions from the Company directing the Transfer Agent to issue to Buyer, in connection with the conversion of the Notes, 24,577,395 shares of the Company’s common stock (“Buyer Conversion Shares”). Escrow Agent shall have no duties or responsibilities except those set forth promptly upon Closing deliver the foregoing documents and instructions to the Transfer Agent.
(h) Concurrently with the Closing, Seller shall, in this Agreement and Seller and Purchaser agree and acknowledge that writing, instruct the Escrow Agent shall act hereunder to deliver to the Company the original Seller Notes and a notice of election to convert the Seller Notes, in substantially the form attached hereto as a depository only.
ivExhibit D (“Seller Conversion Notice”), with instructions from the Company directing the Transfer Agent to issue to Seller, in connection with the conversion of the Seller Notes, 1,200,000 shares of the Company’s common stock (“Seller Conversion Shares”). Escrow Agent shall be protected in relying promptly upon Closing deliver the accuracy, acting in reliance upon foregoing documents and instructions to the contentsTransfer Agent
(i) At such time as all of the conditions precedent to Closing under Article VIII hereof have been satisfied by the respective parties, and assuming no party shall be in breach any term, warranty, representation, covenant or agreement applicable to them, each party shall have made all deliveries required by each of them under this Agreement to the genuineness Escrow Agent, and the expiration ten (10) day waiting period following the filing and mailing of any noticethe Information Statement (as defined in Section 7.5), demand, certificate, signature, instrument or other document which is given the parties hereto shall provide written notice to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, directing that the duties escrow be disposed of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions Escrow Agreement and the terms of this Agreement. , subject to the Indemnity Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent Fund to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit handled in accordance with this Article IX hereof and the Escrow Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Escrow. a. The Downpayment shall be held by Escrow Agent shall hold and disburse the Deposit disposed of only in accordance with the following provisionsfollowing:
i. If (a) Escrow Agent will deliver the Downpayment to Seller or to Purchaser, as the case may be, under the following conditions:
(1) to Seller at the Closing occursupon the consummation thereof as part of the Purchase Price; or
(ii) to Seller upon receipt of written demand therefor, then stating that Purchaser has defaulted in the performance of this Agreement; provided, however, that Escrow Agent shall deliver not honor such demand earlier than the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, tenth day after Escrow Agent shall give written have given notice to the other party Purchaser enclosing a copy of such demand. If , nor thereafter if Escrow Agent does not receive a shall have received written notice of objection from the other party Purchaser prior to such tenth day; or
(iii) to Purchaser upon receipt of written demand therefor, which demand shall be received by Escrow Agent on or prior to the proposed payment within TEN end of the Approval Period, stating that Purchaser is terminating this Agreement in accordance with Section 4.01(d) herein; or
(10iv) days to Purchaser upon receipt of written demand therefor (x) stating that Seller has defaulted in the performance of this Agreement, or (y) stating that Purchaser is otherwise entitled to the Downpayment under the terms of this Agreement; provided, however, that Escrow Agent shall not honor such demand earlier than the tenth day after the giving Escrow Agent shall have given notice to Seller enclosing a copy of such noticedemand, nor thereafter if Escrow Agent is hereby authorized shall have received written notice of objection from Seller prior to make such payment. If tenth day.
(b) In the event Escrow Agent does receive such written shall have received a notice of objection provided for in subsections (a)(ii) or (iv) above within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentthe time therein prescribed, Escrow Agent shall continue to hold such amount the Downpayment until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, (A) Escrow Agent shall have received written notice signed by Seller and Purchaser directing the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk disbursement of the Court Downpayment, or (B) Escrow Agent, at Escrow Agent's option, in order to terminate Escrow Agent's duties as Escrow Agent, shall have deposited the Downpayment in a court of Orange Countycompetent jurisdiction in an action of interpleader, Florida. the costs thereof to be borne by whichever of Seller and Purchaser is the non-prevailing party, or (C) Escrow Agent shall give written notice receive from a court of such deposit to Seller competent jurisdiction a certified copy of a judgment or order, which is final and Purchaser. Upon such depositnon-appealable, directing disposition of the Downpayment.
(c) Escrow Agent may act upon any instrument or other writing believed by Escrow Agent, in good faith, to be genuine and to be signed and presented by the proper person, and shall not be relieved and discharged liable in connection with the performance of all further obligations and responsibilities hereunder.
iii. any duties imposed upon Escrow Agent has signed by the provisions of this Agreement except for the sole purpose of agreeing to act as Escrow Agent in accordance with this ArticleAgent's own wilful misconduct or negligence. Escrow Agent shall have no duties or responsibilities except those set forth herein. In the event that Escrow Agent shall be uncertain as to Escrow Agent's duties or rights hereunder, or shall receive instructions from Purchaser or Seller which, in Escrow Agent's opinion, are in conflict with any of the provisions hereof, Escrow Agent shall be entitled to hold and/or apply the Downpayment pursuant to Section 1.03(b) above and may decline to take any other action.
(d) Seller and Purchaser, jointly and severally, agree to indemnify and hold harmless Escrow Agent from and against any and all costs, claims, damages or expenses, including reasonable attorneys' fees, that may be incurred by Escrow Agent acting under this Agreement and or to which Escrow Agent may be put in connection with Escrow Agent acting under this Agreement, except for costs, claims or damages arising out of Escrow Agent's negligence, willful misconduct or bad faith.
(e) Seller and Purchaser agree recognize and acknowledge that Escrow Agent shall act hereunder is serving without compensation and solely as a depository only.
ivan accommodation to the parties hereto. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, Seller and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties Purchaser recognize and acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that undertakes to perform only the duties of the Escrow Agent hereunder that are purely ministerial in nature expressly set forth herein and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. that Escrow Agent shall not be liable for bound by any action taken other agreement between Seller and Purchaser, whether or omitted by not Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaulthas knowledge thereof.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Escrow. a. To insure the availability for delivery of the Participant’s unvested Shares upon cancellation and forfeiture pursuant to Section 4, the Participant hereby irrevocably appoints the Secretary of the Company or any other person designated by the Company (the “Escrow Agent”), as escrow agent and as its attorney-in-fact to deliver unto the Company such unvested Shares, if any, forfeited to the Company and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the unvested Shares. The unvested Shares shall be held by the Escrow Agent shall hold and disburse in escrow until such unvested Shares become vested, or until such time as this Agreement is no longer in effect. Upon vesting of the Deposit in accordance with the following provisions:
i. If the Closing occursShares, then the Escrow Agent shall promptly deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of Participant the certificate or certificates representing such demand. If vested Shares in the Escrow Agent does not receive a written objection from the other party Agent’s possession belonging to the proposed payment within TEN (10) days after Participant, and the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for ; provided, however, that the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties nevertheless retain such certificate or responsibilities except those set forth in certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement Agreement. The Participant hereby irrevocably authorizes and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of directs the Escrow Agent hereunder are purely ministerial in nature to transfer the unvested Shares which have been cancelled and shall be expressly limited forfeited to the safekeeping and disposition of the Deposit in accordance with the provisions of this AgreementCompany. The Escrow Agent shall not be liable for any action taken act it may do or omitted by Escrow Agent omit to do with respect to holding the Shares in escrow and while acting in good faith and believed in the exercise of its judgment. Transferability. Unvested Shares may not be transferred in any manner. Transfer or sale of vested Shares is subject to restrictions on transfer imposed by Escrow Agent to be authorized or within its rights or powers conferred upon it by the Plan and this Agreement, except for and any damage caused by Escrow Agent's own gross negligence or willful defaultapplicable state and federal securities laws. Escrow Agent Any transferee shall not have any liability or obligation for loss of hold such Shares subject to all or any portion the provisions of the Deposit by reason Plan and of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Sunstone Hotel Investors, Inc.)
Escrow. a. (a) The Escrow Agent shall hold and disburse deposit the Deposit Escrow Fund in an interest-bearing account that it maintains with JP Morgan Chase Bank. The Escrow Agent shall be under no duty to maxi▇▇▇▇ ▇▇▇ rate of return on the Escrow Fund or to insure against any reduction in the value of the Escrow Fund. Any increase or decrease in the value of the Escrow Fund shall inure to the party to which the Escrow Fund is disbursed.
(b) If the Property is conveyed to Purchaser in accordance with the following provisions:
i. terms and provisions of this Agreement or if this Agreement shall be terminated for any reason other than the default of Seller or its inability or unwillingness to convey the Property to Purchaser in accordance with the terms and provisions of this Agreement, then the Escrow Fund, inclusive of the interest, but without credit for the interest against the Purchase Price, shall be disbursed to Seller. If the Closing occursProperty is not conveyed to Purchaser in accordance with the terms and provisions of this Agreement and this Agreement shall be terminated due to the default of Seller or its inability or unwillingness to convey Acceptable Title to the Real Property or if Purchaser terminates this Agreement pursuant to Section 12, then the Escrow Fund shall be disbursed to Purchaser. Notwithstanding any contrary provision herein, the Escrow Agent shall retain the Hold Back Amount received by it hereunder for refund to Seller (subject to any claim by Purchaser that Seller has failed in the payment and performance of its post-closing obligations hereunder) on the date which is six (6) months after the Closing Date, which date shall be TIME IS OF THE ESSENCE, subject in each case to the Hold Back delivery requirements described in Section 13.3 below.
(c) Prior to delivering (i) the Escrow Fund to Seller (except upon default of Purchaser or at or after the Closing); or (ii) the Escrow Fund to Purchaser, pursuant to Paragraph (b) above, the Escrow Agent shall deliver to Seller and Purchaser notice of the Escrow Agent's intention to deliver the Escrow Fund (the "Release Amount"). If, within five (5) Business Days after tendering such notice, the Escrow Agent shall not have received a notice from either party instructing the Escrow Agent not to deliver the Release Amount as specified in the Escrow Agent's notice, the Escrow Agent shall deliver the Deposit Release Amount to Sellerthe party so specified. If, however, the Escrow Agent receives within such five (5) business Day period written instructions from either party that the Escrow Agent should not so deliver the Release Amount, the Escrow Agent shall continue to hold the Release Amount (subject to the Escrow Agent's right to commence an action by way of interpleader, in which case the Release Amount shall be delivered to the Clerk of the Supreme Court of the State of New York, New York County) until it receives a notice executed by Seller and Purchaser and delivery of a copy of any final judicial order or non-judicial decision to the Escrow Agent, whereupon the Escrow Agent shall disburse the Release Amount as provided in such joint instructions, order or decision. Seller and Purchaser hereby agree to submit themselves to the jurisdiction of the courts of the State of New York sitting in the County of New York and service upon them may be effected by the Escrow Agent in any way provided by statute.
ii. (d) If for any reason this Agreement is terminated in accordance with the terms hereof or if the Closing does not occur and either party makes a written demand upon take place under this Agreement by reason of the failure of Purchaser or Seller to comply with its obligations hereunder, then Escrow Agent for payment shall pay the Escrow Fund as required by the terms of this Agreement; provided, however, that notwithstanding the Depositforegoing, Escrow Agent shall give written not pay over the Escrow Fund to any party hereunder unless and until the following procedure is complied with: The party requesting disbursement of the Escrow Fund (the "Requesting Party") shall deliver notice to the other party of such demand. If Escrow Agent does not receive a written objection from the and all other party to the proposed payment within TEN parties hereto. Within three (103) days after receipt of such notice of request, Escrow Agent shall deliver notice to all other parties hereto stating that the giving Requesting Party has requested such disbursement (and including a copy of the Requesting Party's notice). Within five (5) business days after receipt of Escrow Agent's notice, the non-requesting party shall either: (a) agree to permit such disbursement by Escrow Agent or (b) inform Escrow Agent in writing that the non-requesting party does not agree to permit such disbursement. If the non-requesting party acts under clause (a), then Escrow Agent shall make the disbursement as requested by the Requesting Party. If the non-requesting party acts under clause (b), then Escrow Agent shall not make any disbursement except as provided in Section 13.1(c) above. If the non-requesting party fails to respond during the foregoing five (5) business day period, same shall be deemed to be the response of the non-requesting party under clause (a) on the last day of such five (5) business day period.
13.2 Any delivery of any portion of the Hold Back Amount shall be made strictly in accordance with Section 13.3 as if the Hold Back Amount were the Escrow Fund. Any party who wrongfully objects to such delivery shall indemnify the party entitled to such delivery for all actual and consequential damages arising from the delay or absence of such delivery, including attorneys' fees in establishing such entitlement and any other rights hereunder.
13.3 In the event that on or before 180 days after Closing (the "Surviving Obligations Out Date"), with "TIME BEING OF THE ESSENCE AS TO SUCH DATE", Purchaser determines that it has a claim against Seller under Seller's surviving obligations, which claim(s) exceeds $250,000 in the aggregate for all such claims, then Purchaser shall deliver notice thereof to Seller and to Escrow Agent, which notice shall set forth the reason why Purchaser believes that it has a claim against Seller in excess of $250,000 and the amount requested to be disbursed by Escrow Agent from the Hold Back Amount with respect to Seller. Within five (5) business days after receipt of such notice, Escrow Agent is hereby authorized shall deliver notice to make Seller (with a copy to Purchaser) stating that Purchaser has made a claim on the Hold Back Amount (and including a copy of Purchaser's notice of claim). Within ten (10) business days after receipt of Escrow Agent's notice, Seller shall either (i) agree to permit such paymentdisbursement by Escrow Agent, or (ii) inform Escrow Agent and Purchaser that Seller does not agree to permit such disbursement. If Seller acts under clause (i), then Escrow Agent does receive such shall make the disbursement as requested by Purchaser. If Seller acts under clause (ii), then Escrow Agent shall not make any disbursement except if pursuant to (a) subsequent joint written objection within such TEN instructions of Seller and Purchaser or (b) pursuant to court order. If Seller fails to respond during the foregoing ten (10) day period period, same shall be deemed to be the response of Seller under clause (i) on the last day of such ten (10) day period. In the event that no claim is made by Purchaser against Seller on or before the Surviving Obligations Out Date or if for any other reason Escrow Agent the amount of the claim(s) made by Purchaser on or before the Surviving Obligations Out Date is less than $250,000 in good faith shall elect not to make such paymentthe aggregate, then and in either event, Escrow Agent shall continue automatically and without further notice, release the Hold Back Amount (or the remaining Hold Back Amount to the extent there has been a prior release of a portion of the Hold Back Amount) to Seller without the necessity of complying with the foregoing procedure which compliance is waived by Purchaser. In the event a claim is timely made by Purchaser for an amount greater than $250,000 but less than the Hold Back Amount, then Escrow Agent, on the first day after the Surviving Obligations Out Date, shall automatically and without further notice, release the Hold Back Amount in excess of the amount claimed by Purchaser, to Seller.
(a) Seller and Purchaser shall jointly and severally indemnify and hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent harmless for all expenses, including legal fees, and charges and other liabilities incurred by the Escrow Agent arising out of this Agreement, except to the extent that such expenses or liabilities result From the Escrow Agent's misconduct. The provisions of this paragraph (a) shall have survive the right delivery of the Conveyancing Instruments at any time the Closing or the termination of this Agreement.
(b) The Escrow Agent may resign upon ten (10) days' prior notice to deposit each of Seller and Purchaser and (i) depositing the escrowed proceeds and interest thereon, if any, Escrow Fund with the clerk Clerk of the Court County of Orange CountyNew York, Florida. New York or (ii) transferring the Escrow Agent shall give written notice of such deposit Fund to a bank or other institution acceptable to Seller and PurchaserPurchaser which shall have assumed in writing the obligations of the Escrow Agent pursuant to this Agreement. Upon the effective date of such depositresignation, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no further obligations arising hereunder.
(c) The Escrow Agent is hereby released from liability for any act performed by it or omitted to be performed in its performance of its duties hereunder other than gross negligence or responsibilities except those set forth willful misconduct. The Escrow Agent shall not be required to inquire into the authority of any person purporting to give a notice on behalf of Seller or Purchaser and may assume that all signatures are genuine. It is understood and agreed that the persons and firms referred to in this Agreement and Section 17 as counsel for each of Seller and Purchaser agree are authorized to give notices to the Escrow Agent pursuant to this Section 13.
(d) Seller and Purchaser acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request hereunder and for their convenience, that not the duties agent of either party in connection with its obligations hereunder. The escrow created hereunder and the obligations of the Escrow Agent as an escrow agent hereunder are purely ministerial in nature for the benefit of the parties to this Agreement only, and no other person shall be expressly limited have any rights hereunder nor shall the Escrow Agent have any obligations or duties to any other person other than a party to this Agreement by reason or arising out of this Section 13.
13.5 The Escrow Agent is executing this Agreement solely for the purpose of agreeing to the safekeeping terms and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Section 13.
13.6 The Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights beneficiary of the parties in terms and to, or the disposition of, the Deposit, Escrow Agent provisions of this Section13; and shall have the right to: (i) hold and retain all or be obligated to comply with any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;order.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Reckson Operating Partnership Lp)
Escrow. a. Escrow Agent shall Any escrow agent receiving funds or documents is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse the Deposit same subject to clearance thereof in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
iiterms and conditions of this Agreement. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Failure of the Deposit, Escrow Agent clearance of funds shall give written notice not excuse performance by the depositor. In the event of doubt as to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no its duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with liabilities under the provisions of this Agreement, the Escrow Agent may, in its sole discretion, continue to hold the monies which are the subject of this escrow until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit all of the monies then held pursuant to this Agreement with the Clerk of the Circuit Court of Pinellas County, Florida, which Circuit Court shall have jurisdiction of the dispute, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, the Escrow Against shall be entitled to recover reasonable attorneys’ fees and costs incurred through all levels of proceedings, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. Except for the willful misconduct or gross negligence of the Escrow Agent, all parties agree that the Escrow Agent shall not be liable to any party or person whomsoever for any action taken misdelivery to Purchaser or omitted by Seller of monies subject to this escrow, unless such misdelivery shall be due to willful breach of this Agreement or gross negligence on the part of Escrow Agent. Seller acknowledges that it has been advised that Escrow Agent in good faith has acted and believed by Escrow Agent is also acting herein as counsel to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful defaultPurchaser and Seller has no objection thereto. Escrow Agent The foregoing paragraph shall not have any liability or obligation for loss of all or any portion of survive the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultClosing.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Sale Agreement
Escrow. a. If there is a dispute between Seller and Purchaser regarding whether all or any portion of the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall hold and disburse have no obligation to either Seller or Purchaser with respect to the Deposit in accordance with except to interplead the following provisions:
i. If the Closing occurs, then the Deposit into an appropriate court of competent jurisdiction. Escrow Agent shall deliver may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the Deposit to Sellerproper person.
ii. (i) If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment delivery of the DepositDeposit prior to Settlement, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does a notice of objection to the proposed payment is not receive a written objection received from the other party to the proposed payment within TEN ten (10) business days after the giving of such noticenotice by Escrow Agent, Escrow Agent is hereby authorized to make such paymentdeliver the Deposit to the party who made the demand. If Escrow Agent does receive such written receives a notice of objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentsaid period, then Escrow Agent shall continue to hold such amount until otherwise directed by written instructions the Deposit and thereafter pay it to the party entitled when Escrow Agent receives: (i) a notice from the objecting party withdrawing the objection, or (ii) a notice signed by both parties to this Agreement directing disposition of the Deposit, or (iii) a final judgment in courtor order from a court of competent jurisdiction. HoweverExcept for its bad faith, gross negligence or willful misconduct, Escrow Agent shall have the right at not be liable for any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk loss or impairment of the Court of Orange CountyDeposit;
(ii) Except for its bad faith, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such depositgross negligence or willful misconduct, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.Agent;
v. The parties acknowledge that (iii) Escrow Agent is acting solely as a stakeholder at their request and for their convenienceshall not be bound in any way by any other contract or understanding between the parties hereto, that the duties of the whether or not Escrow Agent hereunder are purely ministerial has knowledge thereof or consents thereto unless such consent is given in nature writing;
(iv) Escrow Agent’s sole duties and responsibilities shall be expressly limited to the safekeeping hold and disposition of disburse the Deposit in accordance with the provisions of this Agreement. ; provided, however, that Escrow Agent shall have no responsibility for the clearing or collection of the check (if any) representing the Deposit;
(v) Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by the bad faith, gross negligence of willful misconduct or Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. ;
(vi) Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement;
(vii) Escrow Agent may resign at any time upon at least ten (10) days prior written notice to the parties hereto. If, except prior to the effective date of such resignation, the parties hereto shall have approved, in writing, a successor escrow agent, then upon the resignation of Escrow Agent, Escrow Agent shall deliver the Deposit to such successor escrow agent. From and after such resignation and the delivery of the Deposit to such successor escrow agent, Escrow Agent shall be fully relieved of all of its duties, responsibilities and obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed by the appointed successor escrow agent. If, for any reason, the parties hereto shall not approve a successor escrow agent within such period, Escrow Agent may bring any appropriate action or proceeding for leave to deposit the Deposit with a court of competent jurisdiction pending the approval of a successor escrow agent, and upon such deposit Escrow Agent shall be fully relieved of all of its duties, responsibilities and obligations under this Agreement;
(viii) Seller and Purchaser hereby agree to, jointly and severally, indemnify, defend and hold Escrow Agent harmless from and against any liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against, Escrow Agent (including reasonable counsel fees and court costs) by reason of Escrow Agent’s acting or failing to act in connection with any of the matters contemplated by this Agreement or in carrying out the terms of this Agreement, except as a result of Escrow Agent's ’s gross negligence or willful default.misconduct; and
vi. (ix) In the event that a dispute shall arise in connection with this Agreement, or as to the rights of any of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (iw) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitrationarbitration or otherwise, or otherwise; (iix) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;, except to the extent any claims against Escrow Agent arise from the bad faith, gross negligence or willful misconduct of Escrow Agent, or a breach of the Escrow Agent’s obligations under this Agreement, or (y) institute an action in interpleader or other similar action permitted by stakeholders in the Commonwealth of Virginia, or (z) interplead any of the parties in any action or proceeding which may be brought to determine the rights of the parties to all or any part of the Deposit. The costs of any of the actions taken by Escrow Agent pursuant to clauses (w), (x), (y) or (z) of the immediately preceding sentence, including, without limitation, reasonable legal fees, shall be borne by whichever of Seller or Purchaser is the losing party (i.e., determined not to be the party entitled to the Deposit). In the event neither party is determined to be the losing party, the costs of any of the actions taken by Escrow Agent shall be borne by the Purchaser and Seller equally.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Escrow. a. The Escrow Agent Amount delivered by Buyer at Closing pursuant to the Escrow Agreement shall hold be held in segregated escrow funds, $1,500,000 of which shall be used to satisfy any Working Capital Shortfall (the “Working Capital Escrow Amount” and, together with the earnings thereon, the “Working Capital Escrow Fund”), and disburse $3,500,000 of which shall serve as security for any indemnification obligations of Parent hereunder (the Deposit “Indemnification Escrow Amount” and, together with the earnings thereon, the “Indemnification Escrow Fund”). Releases from the Working Capital Escrow Fund and the Indemnification Escrow Fund will be permitted only in accordance with the following provisions:
i. If the Closing occurs, then terms and conditions of this Agreement and the Escrow Agent shall deliver the Deposit to Seller.
iiAgreement. If for any reason there is no Working Capital Shortfall, the Closing does not occur and either party makes a written demand upon Working Capital Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent Fund shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for distributed by the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in the terms and conditions of this Agreement and Seller and Purchaser agree and acknowledge that the Escrow Agreement to Parent. If there is a Working Capital Shortfall, the Working Capital Escrow Fund, less the Working Capital Shortfall, shall be distributed by the Escrow Agent on such date in accordance with the terms and conditions of this Agreement and the Escrow Agreement to Parent. If there are no outstanding claims for indemnification by Buyer as of the date that is fifteen (15) months following the Closing Date (the “Indemnification Escrow Termination Date”), the Indemnification Escrow Fund shall act hereunder as a depository only.
iv. be distributed by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement to Parent. If there are outstanding claims for indemnification by Buyer on the Indemnification Escrow Termination Date, the Indemnification Escrow Fund, less the amount corresponding to each such outstanding claim, shall be protected in relying upon distributed by the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying in accordance with the truth or accuracy terms and conditions of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenienceAgreement to Parent; provided, that the duties remaining balance of amounts withheld with respect to each outstanding claim shall be distributed to Parent upon final satisfaction of such outstanding claim in accordance with Article IX and the provisions of the Escrow Agreement. Final distribution of the Indemnification Escrow Fund shall be made net of any accrued fees and expenses of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultthen outstanding.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Escrow. a. Any escrow agent receiving funds is authorized and agrees by its execution hereof to promptly deposit and to hold same in escrow and to disburse same subject to clearance thereof in accordance with terms and conditions of this Agreement. The Escrow Agent shall hold and disburse deposit the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment bank insured by an agency of the DepositUnited States and located in Miami-Dade County, Florida. The funds in escrow may be DocuSign Envelope ID: F2821A53-EEC5-4046-8225-DAAA61FBF286 deposited in separate accounts or common escrow or trust accounts handled by Escrow Agent shall give written notice to the other party of such demandAgent. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, The Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for released from any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions liability which may result from the parties to this Agreement or a final judgment manner in court. Howeverwhich the deposits are invested, Escrow Agent shall have provided that the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed complied with the foregoing provisions of this Agreement for Paragraph 23. Failure of clearance of funds shall not excuse performance by the sole purpose Purchaser. In the event of agreeing doubt as to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no its duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with liabilities under the provisions of this Agreement, the Escrow Agent may, in its sole discretion, continue to hold the monies which are the subject of this escrow until the parties mutually agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit or interplead all the monies then held pursuant to this Agreement with the Clerk of the Circuit Court of Miami-Dade County and upon notifying all parties concerned with such action, all liability on the part of the Escrow Agent shall fully terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between Purchaser and Seller wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to recover a reasonable attorney's fee and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the prevailing party or the interpleaded funds as applicable. All parties agree that the Escrow Agent shall not be liable to any party or person whomsoever for any action taken misdelivery to Purchaser or omitted by Seller of monies subject to this escrow or otherwise, unless due to the willful misconduct or gross negligence on the part of the Escrow Agent. The parties hereto indemnify the Escrow Agent in good faith and believed by agree to hold Escrow Agent to harmless from any claims, liabilities, losses, suits, judgments or costs, or other expenses, fees or charges of any character or nature, including attorneys’ fees and costs, which it may incur or with which it may be authorized or within threatened by reason of its rights or powers conferred upon it by actions as Escrow Agent under this Agreement, except for any damage caused by such matters which are the result of Escrow Agent's own ’s gross negligence or willful defaultmalfeasance. The parties recognize that the Escrow Agent shall not have is the law firm representing Purchaser, and agree that such law firm may continue to represent Purchaser in any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as pursuant to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, Agreement or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Escrow. a. Escrow Agent shall hold and disburse The parties have opened an escrow (the Deposit in accordance “Escrow”) with the following provisions:
i. If Escrow Holder. This Agreement, together with such further instructions, if any, as the Closing occurs, then parties shall provide to the Escrow Agent Holder, shall deliver constitute the Deposit escrow instructions to Seller.
iithe Escrow Holder. If for Upon Escrow Holder’s receipt of any reason notice from Seller or Purchaser directing the Closing does not occur and either party makes a written demand upon Escrow Agent for payment disposition of the Deposit, Escrow Agent Holder shall give only deliver the Deposit pursuant to such notice after Escrow Holder first sends written notice to Seller and Purchaser stating that Escrow Holder intends to deliver the other party of Deposit as so directed, and neither Seller nor Purchaser provide a written notice to Escrow Holder objecting to such demandproposed delivery within four (4) business days thereafter. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive neither Seller nor Purchaser provides such written objection to Escrow Holder within such TEN four (104) business day period, Escrow Holder shall deliver the Deposit as so directed. If either Seller or Purchaser provide such written objection to Escrow Holder within such four (4) business day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. Howevergive the Escrow Holder contradictory instructions, the Escrow Agent Holder shall have the right at any time its election to file an action in interpleader requiring the parties to answer and litigate their several claims and rights among themselves, and the Escrow Holder is authorized to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller court all documents and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth funds held in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
viEscrow. In the event that a dispute shall arise in connection with this Agreementsuch action is filed, or as to the rights each of the parties agree to pay one-half (1/2) of the Escrow Holder’s cancellation charges and costs, expenses and reasonable attorney’s fees that the Escrow Holder is required to expend or incur in and to, or the disposition ofinterpleader action, the Depositamount thereof to be fixed and judgment therefor to be rendered by the court. Upon the filing of such an action, the Escrow Agent Holder shall have thereupon be fully released and discharged from all obligations to further perform any duties or obligations otherwise imposed by the right to: (i) hold and retain all or any part terms of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;Escrow.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Hotels & Resorts, Inc)
Escrow. a. The Deposit and any other sums which the parties agree shall be held in escrow together with all interest earned thereon (collectively, the "Escrow Agent Deposits"), shall hold be held by the Escrow Agent, in trust, and disburse the Deposit disposed of only in accordance with the following provisions:
i. (a) The Escrow Agent shall deposit the Escrow Deposits with a bank or trust company mutually acceptable to Seller and Buyer in a separate special money market rate interest-bearing commercial bank account in the State of Illinois (or otherwise invested in government insured instruments as may be agreed in writing by Seller, Buyer and the Escrow Agent), shall not commingle the Escrow Deposits with any funds of the Escrow Agent or others and shall promptly advise Buyer and Seller of the number of such account.
(b) If the Closing under this Agreement occurs, then the Escrow Agent shall deliver the Deposit to SellerEscrow Deposits to, or upon the instructions of, Buyer and Seller on the Closing Date by wire transfer.
ii(c) If for any reason the Closing does not occur, the Escrow Agent shall deliver the Escrow Deposits to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this SECTION 12.1(c). If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the DepositEscrow Deposits, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN ten (10) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentperiod, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement signed by Seller and Buyer or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. (d) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties Escrow Agent shall not be deemed to be the agent of either of the Escrow Agent hereunder are purely ministerial in nature parties, and shall be expressly limited to that the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or omitted made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any loss, cost or expense incurred by Seller or Buyer resulting from the Escrow Agent's mistake of law respecting the Escrow Agent's scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in good faith bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent.
(e) The party receiving the Escrow Deposits and believed by the interest earned thereon shall pay any income taxes on such interest. The parties hereto represent and warrant to the Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. that their respective taxpayer identification numbers are: Seller ▇▇-▇▇▇▇▇▇▇; and Buyer ▇▇-▇▇▇▇▇▇▇.
(f) The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that the Escrow Agent has received and shall not have any liability or obligation for loss hold the Escrow Deposits in escrow, and shall disburse the Escrow Deposits, pursuant to the provisions of all or any portion of this ARTICLE 12.
(g) The total escrow fee charged by the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved the sum of Seven Hundred Dollars ($ 700.00) paid solely by Buyer, but Escrow Agent acknowledges that its duties shall be to both Buyer and released from any liability Seller equally under the terms of this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Purchase and Sale Agreement (Meridian Industrial Trust Inc)
Escrow. a. Escrow Agent This Agreement shall hold and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then serve as escrow instructions to the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment an executed copy of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, be deposited with the clerk of the Court of Orange County, FloridaEscrow Agent. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser hereby agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of hold the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited harmless for any loss of any deposited funds, including the ▇▇▇▇▇▇▇ Money, due to the safekeeping and disposition failure of the Deposit financial institution in accordance with which such funds are deposited, and the provisions of this Agreement. Escrow Agent shall not be liable in any way to Seller or Purchaser for any action taken in good faith pursuant to the terms hereof; provided, however, that nothing herein shall release the Escrow Agent for its fraud, willful misconduct or omitted gross negligence. In the event of a termination of this Agreement or a default under this Agreement, the ▇▇▇▇▇▇▇ Money shall be delivered or disbursed by the Escrow Agent as provided in this Agreement. If either party shall declare the other party in default under this Agreement and shall make demand (a “Demand”) upon the Escrow Agent for possession of the ▇▇▇▇▇▇▇ Money, said party must provide the other party with a copy of such Demand made upon the Escrow Agent. Except as otherwise expressly provided in this Agreement, the Escrow Agent shall not disburse the ▇▇▇▇▇▇▇ Money until the demanding party delivers to the Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party’s receipt of the Demand and the Escrow Agent has not received written objection to such Demand from the other party within five (5) business days following said party’s receipt of the copy of such Demand. Except as otherwise expressly provided in this Agreement, if any objection is so received or if any conflicting Demand shall be timely made upon the Escrow Agent, the Escrow Agent shall not disburse any part of the ▇▇▇▇▇▇▇ Money and shall await settlement of the controversy or deposit the ▇▇▇▇▇▇▇ Money with the court in the county where the Premises is located, in an interpleader action or otherwise for the purpose of having the respective rights of the parties adjudicated. Upon making such deposit or upon institution of such interpleader action or other actions, the Escrow Agent shall be fully relieved and discharged from all further obligations hereunder with respect to the ▇▇▇▇▇▇▇ Money. Provided that the Escrow Agent in good faith executes the terms hereof, it shall be indemnified by the non-prevailing party in any dispute over the ▇▇▇▇▇▇▇ Money from and believed by against its costs, expenses and liabilities (including reasonable attorney’s fees) in connection with any proceeding in which the Escrow Agent to be authorized may become a party or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit otherwise involved by reason of the insolvency or failure of Escrow Agent holding the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit ▇▇▇▇▇▇▇ Money in accordance with the terms hereof. Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Agreement, whenever in this Agreement it is provided for the ▇▇▇▇▇▇▇ Money to be returned to Purchaser without the consent or joinder of Seller being required and notwithstanding any contrary instructions Escrow Agent shall be relieved and released may receive from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the DepositSeller, Escrow Agent shall have hereby agrees to so return the right to: (i) hold ▇▇▇▇▇▇▇ Money to Purchaser immediately upon written request therefor by Purchaser, and retain all or any part of the Deposit until such dispute is settled or finally determined Seller, by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;its execution below hereby consents thereto.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust, Inc.)
Escrow. a. The parties hereby appoint P▇▇▇▇▇ ▇▇▇▇▇, Esq. of The M▇▇▇▇ Law Firm, PLLC with offices located at 2▇▇▇ ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ as the escrow agent (the “Escrow Agent shall hold and disburse the Deposit Agent”) to perform in accordance with the following provisions:
i. If the Closing occurs, then terms and provisions of this Agreement. The Securities listed on Exhibit A as being held in escrow shall be delivered to the Escrow Agent shall deliver by the Deposit to Seller.
ii. If for any reason Company and held by him in accordance with this Agreement, including Exhibit A. The Company and Purchaser agree that the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from assume any responsibility for the other failure of either party to perform in accordance with this Agreement. The acceptance by the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent of its responsibilities hereunder is hereby authorized subject to make such payment. If the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent does receive such written objection within such TEN Agent’s rights, duties, liabilities and immunities:
(101) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, The Escrow Agent shall continue to hold such amount until otherwise directed release the Securities in accordance with Exhibit A or as modified in writing and signed by written instructions from the parties to this Agreement or a final judgment in court. However, hereto.
(2) The Escrow Agent shall have the right at only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Court of Orange County, Floridaother parties to this Agreement. The Escrow Agent shall give written notice not be required to take any action hereunder involving any expense unless the payment of such deposit expense is made or provided for in a manner reasonably satisfactory to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunderit.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. (3) The Escrow Agent shall be protected in relying acting upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any written notice, demandconsent, certificate, signature, instrument receipt or other paper or document which is given furnished to Escrow Agent without verifying it, not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth or and accuracy of any such noticeinformation therein contained, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of which the Escrow Agent hereunder are purely ministerial in nature good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary or individual acting on behalf of another party hereto, which the Escrow Agent in good faith believes to be genuine, it shall not be expressly limited necessary for the Escrow Agent to inquire into the safekeeping and disposition authority of the Deposit in accordance with the provisions of this Agreement. such corporation, fiduciary or individual.
(4) The Escrow Agent shall not be liable for any action error of judgment or for any act done or step taken or omitted by Escrow Agent it in good faith and believed by Escrow Agent to be authorized faith, or within its rights for anything which it may do or powers conferred upon it by this Agreementrefrain from doing in connection herewith, except for any damage caused by Escrow Agent's its own gross negligence or willful defaultmisconduct.
(5) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. The Company shall reimburse the Escrow Agent for reasonable and documented costs of such counsel’s services.
(6) The Escrow Agent shall not have neither be responsible for, nor chargeable with knowledge of, the terms and conditions of any liability other agreement, instrument or obligation for loss document between the other parties hereto. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of all the Escrow Agent shall be inferred from the terms of this Agreement or any portion other agreement, instrument or document.
(7) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from the Company or Purchaser Seller which, in its opinion, conflict with any of the Deposit provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing jointly by reason the parties or by a final and non-appealable order of a court of competent jurisdiction.
(8) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor escrow agent hereunder and vested with all of the insolvency title to the whole property or failure trust estate and all of the institution trusts, powers, immunities, privileges, protections and all other matters as was its predecessor, without the execution or filing of depository with whom any instrument or any further act, deed or conveyance on the escrow account is maintainedpart of any of the parties hereto, anything herein to the contrary notwithstanding. Upon the disbursement delivery of the Deposit Escrow Funds to a successor escrow agent in accordance with this Agreementsection, the Escrow Agent shall thereafter be relieved and released discharged from any liability under this Agreementfurther obligations hereunder. All power, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreementauthority, or as to the rights duties and obligations of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or apply to any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;successor escrow agent.
Appears in 1 contract
Sources: Stock Purchase Agreement (Mojo Data Solutions, Inc.)
Escrow. a. At Closing, Buyer shall pay ten percent (10%) of the Purchase Price, which is equal to One Hundred Ten Thousand Dollars ($110,000) (the “Escrowed Funds”) to an escrow account (“Escrow Agent Account”) opened by ▇▇▇▇▇▇▇▇ Ingersoll & Rooney PC (“Escrow Agent”), pursuant to an escrow agreement having the terms and provisions of this Section 2.06 which agreement has been attached as Exhibit A to this Agreement. The Escrow Account shall hold be interest bearing and disburse shall not be commingled with any other funds. Interest earned on the Deposit Escrow Account shall be paid in accordance with the following provisions:
i. payment of the principal of the Escrow Account. The Escrow Account shall be security for the payment of indemnity claims made by Buyer under Section 12 of this Agreement. If there are no unsatisfied indemnity claims made by Buyer on or before the six (6) month anniversary of the Closing occursDate, then the Escrowed Funds, including interest, shall be paid to Seller. If there is an unsatisfied indemnity claim made by Buyer that remains outstanding on the six (6) month anniversary of the Closing Date, the Escrow Agent shall deliver maintain sufficient Escrowed Funds to cover the Deposit amount of the unpaid indemnity claim and shall distribute the balance, if any, of the Escrowed Funds to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, The Escrow Agent shall give written notice maintain sufficient Escrowed Funds to cover the amount of any unsatisfied indemnity claim until both Buyer and Seller agree on the disposition of the Escrow Account or a court having jurisdiction orders disposition of the funds held in the Escrow Account. In the event there shall be any dispute between the parties as to the other party proper disposition of such demand. If the Escrow Agent does not receive a written objection from Account, the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue not disburse the Escrow Account to hold any party. In the event of such amount until otherwise directed by written instructions from a dispute, the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to either maintain the Escrow Account or deposit said Escrow Account proceeds with a court of competent jurisdiction to await determination or an accord and mutual agreement of Seller and Buyer with respect to the disposition of the escrowed proceeds amount. MSI, Seller and interest thereonBuyer, if anyby their execution hereof, with indemnify and agree to hold the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice harmless from any and all claims or causes of such deposit action, damages or injuries arising out of or in any way related to Seller and Purchaser. Upon such depositthe performance of its duties in connection herewith, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement except for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties matters arising out of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own ’s gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultintentional misconduct.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Stock Purchase Agreement (Mace Security International Inc)
Escrow. a. The Escrow Agent Amount and any other sums which the parties agree shall hold be held in escrow (herein collectively called the "ESCROW DEPOSITS"), together with all interest earned thereon, shall be held by the Escrow Agent, in trust, and disburse the Deposit disposed of only in accordance with the following provisions:
i. If (a) The Escrow Agent shall deposit the Closing occursEscrow Deposits with a bank or trust company mutually satisfactory to Meridian and Prudential in a separate money market rate interest-bearing commercial bank account in the State of Illinois ( or otherwise invested in government insured instruments as may be agreed in writing by Prudential, then Meridian and Escrow Agent), shall not commingle the Escrow Deposits with any funds of the Escrow Agent or others, and shall deliver promptly advise Meridian and Prudential of the Deposit to Sellernumber of such account.
ii. If for any reason (b) At Closing Meridian shall deposit the Closing does not occur and either party makes a written demand upon Escrow Amount into an escrow account with Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds be held and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent disbursed in accordance with this Articlethe terms of Article 12 and any subsequent escrow agreement entered into among Meridian, Prudential and Escrow Agent. Notwithstanding Section 13.2 and subject to Article 12, the Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent Amount shall be protected in relying upon used to reimburse Meridian for the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.Pella Expenses. If a new
v. (c) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties Escrow Agent shall not be deemed to be the agent of either of the Escrow Agent hereunder are purely ministerial in nature parties, and shall be expressly limited to that the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or omitted made in good faith,and not in disregard of this Agreement, but shall be liable for its negligent acts and for any loss, cost or expense incurred by Prudential or Meridian resulting from the Escrow Agent's mistake of law respecting the Escrow Agent's scope or nature of its duties. Prudential and Meridian shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in good faith and believed by Escrow Agent to be authorized bad faith, in disregard of this Agreement or within its rights or powers conferred upon it by this Agreement, except for any damage caused by involving negligence on the part of the Escrow Agent's own gross negligence .
(d) The party or willful default. Escrow Agent shall not have any liability or obligation for loss parties receiving payment of all or any portion of the Deposit by reason of Escrow Amount shall pay any income taxes on any interest earned on such portion. Meridian represents and warrants to the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent that its taxpayer identification number is 94-3▇▇▇▇▇▇. ▇▇udential represents and warrants to the Escrow Agent that its taxpayer identification number is 22-1▇▇▇▇▇▇.
(e) The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that the Escrow Agent has received and shall be relieved hold the Escrow Deposits and released from any liability the interest earned thereon, in escrow, and shall disburse the Escrow Deposits, and the interest earned thereon, pursuant to the provisions of this Article 12.
(f) The obligations of Prudential, Meridian and Escrow Agent under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultArticle 12 shall survive the Closing.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Contribution Agreement (Prudential Insurance Co of America)
Escrow. a. (a) Forthwith following the Closing Date, the Purchaser shall deliver to the Escrow Agent certificates representing the Escrow Consideration Shares, as described in Section 3.3(c), for the purpose of securing the indemnification obligations of the Vendor set forth in this Agreement. The Escrow Consideration Shares shall hold be held by the Escrow Agent pursuant to the Escrow Agreement, in substantially the form set forth in Exhibit B attached hereto. The Escrow Consideration Shares shall be held as a trust fund and disburse shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the Deposit purposes and in accordance with the following provisions:terms of the Escrow Agreement.
i. If (b) The Vendor, at its discretion, may transfer any or all of the Closing occursEscrow Consideration Shares at any time to existing stakeholders of the Vendor (“Permitted Transferees”) in accordance with Applicable Law and subject to the terms of the Lock-Up and Leak-Out Agreement. The Purchaser and the Vendor acknowledge and agree that, then in the event that the Vendor transfers Escrow Consideration Shares and such shares continue to be held in escrow by the Escrow Agent, any Permitted Transferee must agree to enter into the Escrow Agreement and provide the Escrow Agent with all documents required in order to facilitate the Escrow Agent’s duties under the Escrow Agreement, including without limitation duly authorized stock powers of attorney properly endorsed for transfer in forms acceptable to the Escrow Agent (acting reasonably) and the Purchaser’s transfer agent, before any transfer to Permitted Transferees may be effected. The Purchaser and the Vendor acknowledge and agree that (i) the Escrow Agreement shall deliver be amended upon the Deposit occurrence of any transfer to SellerPermitted Transferees in order to provide for the escrow of Escrow Consideration Shares registered in the names of Permitted Transferees, however the terms of the escrow shall remain in substantially the form as set out in the form of Escrow Agreement attached hereto as Exhibit B, and that (ii) the Permitted Transferees shall appoint one representative who shall have full power and authority to represent all Permitted Transferees with respect to all matters arising under the Escrow Agreement.
ii. If for any reason (c) In the Closing does not occur and either party makes event the Vendor provides a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Purchaser and the Escrow Agent, and the Permitted Transferee(s) have entered into the amended Escrow Agreement and provided the Escrow Agent does not receive a written objection from with all ancillary documents required, the other party Purchaser shall in good faith use its best efforts to transfer the proposed payment Escrow Consideration Shares within TEN ten (10) Business days after (the giving of such notice“Transfer Period”). For clarification, any Escrow Agent is hereby authorized Consideration Shares transferred to make such payment. If any Permitted Transferee will be subject to the Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller the Lock-Up and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository onlyLeak-Out Agreement.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Asset Purchase Agreement
Escrow. a. 1.11.1 Pursuant to the Confidentiality Agreement, Parent has delivered the Initial Deposit to the Escrow Agent shall hold and disburse to be held in an account (the “Deposit Escrow Account”) in accordance with the following provisions:
i. If the Closing occurs, then Escrow Agreement. Each of Parent and Seller shall instruct the Escrow Agent to release the Initial Deposit plus any interest accrued thereon (the “Initial Deposit Amount”) to the Closing Agent for delivery to Seller at the Closing as a credit against the Closing Purchase Price, subject to the terms hereof and the Escrow Agreement, provided that if this Agreement is terminated prior to the Closing for any reason, each of Purchaser and Seller shall deliver promptly thereafter instruct the Escrow Agent to release the Initial Deposit Amount directly to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN 1.11.2 Within two (102) days Business Days after the giving of such noticeEffective Date, Escrow Agent is hereby authorized Purchaser shall deliver (or cause to make such payment. If Escrow Agent does receive such written objection within such TEN (10be delivered) day period or if for any other reason Escrow Agent in good faith shall elect not the Signing Deposit to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial to be held in nature and shall be expressly limited to the safekeeping and disposition of the Deposit Escrow Account in accordance with the provisions of this Escrow Agreement. Escrow Agent Each of Purchaser and Seller shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by instruct the Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for release the Signing Deposit plus any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of interest accrued thereon (the “Signing Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as Amount”) to the rights of Closing Agent for delivery to Seller at Closing as a credit against the parties in and toClosing Purchase Price; provided, or the disposition ofthat, the Deposit, Escrow Agent shall have the right to: if (i) hold and retain all Seller breaches its obligations hereunder in any material respect prior to Closing or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit any of the Deposit in an appropriate court conditions to Purchaser’s obligation to effect the Closing hereunder is not satisfied by the End Date through no fault of lawany Buyer Party, following which each of Purchaser and Seller shall promptly thereafter instruct the Escrow Agent shall thereby to release the Signing Deposit Amount to Purchaser; provided further, that if this Agreement is terminated or the Closing fails to occur by the End Date for any other reason, each of Purchaser and thereafter be relieved and released from any liability or obligation under this Agreement;Seller shall, promptly following the date of such termination, instruct the Escrow Agent to release the Signing Deposit Amount directly to Seller.
Appears in 1 contract
Sources: Asset Purchase Agreement (Resolute Forest Products Inc.)
Escrow. a. The Deposit and any other sums which the parties agree shall be held in escrow (herein collectively called the "Escrow Agent Deposits"), together with all interest earned thereon, shall hold be held by the Escrow Agent, in trust, and disburse the Deposit disposed of only in accordance with the following provisions:
i. (a) The Escrow Agent shall invest the Escrow Deposits in government insured interest-bearing instruments satisfactory to both Buyer and Seller, shall not commingle the Escrow Deposits with any funds of the Escrow Agent or others, and shall promptly provide Buyer and Seller with confirmation of the investments made.
(b) If the Closing occurs, then the Escrow Agent shall deliver the Deposit to SellerEscrow Deposits to, or upon the instructions of, Seller on the Closing Date by wire transfer.
ii(c) If for any reason the Closing does not occur, the Escrow Agent shall deliver the Escrow Deposits and all interest earned thereon to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this Subsection 12.1(c). If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the DepositEscrow Deposits and the interest earned thereon, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN ten (10) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentperiod, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement signed by Seller and Buyer or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. (d) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties Escrow Agent shall not be deemed to be the agent of either of the Escrow Agent hereunder are purely ministerial in nature parties, and shall be expressly limited to that the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or omitted made in good faith,and not in disregard of this Agreement, but shall be liable for its negligent acts and for any loss, cost or expense incurred by Seller or Buyer resulting from the Escrow Agent's mistake of law respecting the Escrow Agent's scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in good faith bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent.
(e) Buyer shall pay any income taxes on any interest earned on the Deposit. Buyer represents and believed by warrants to the Escrow Agent to be authorized or within that its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. taxpayer identification number is ____________________.
(f) The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that the Escrow Agent has received and shall not have any liability or obligation for loss hold the Escrow Deposits and the interest earned thereon, in escrow, and shall disburse the Escrow Deposits, and the interest earned thereon, pursuant to the provisions of all or any portion of this Article 12.
(g) The escrow fee, if any, charged by the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved shared equally by Seller and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultBuyer.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Purchase and Sale Agreement (Prudential Acquisition Fund I Lp)
Escrow. a. Buyer’s ▇▇▇▇▇▇▇ money deposit (“▇▇▇▇▇▇▇ Money Deposit”) will be paid to the designated escrow/closing agent (“Escrow Agent”), and Escrow Agent shall hold will administer the deposit and disburse conduct the closing of the sale of the Property (“Closing”).This is a cash sale which is not contingent upon any matter including, but not limited to, Buyer’s ability to obtain financing for this purchase. The balance of the Total Contract Price owed by Buyer for the Property does not include Buyer’s Closing costs, any costs associated with financing, any prepaid or prorated Closing charges, or taxes applicable to Buyer. Immediately upon the execution of this Sale Contract, Buyer will pay ten percent (10.00%) of the Total Contract Price for the Property as the ▇▇▇▇▇▇▇ Money Deposit to Escrow Agent to be held on deposit by Escrow Agent in a designated bank escrow account, insured by Federal Deposit Insurance Corporation, and Escrow Agent will administer the funds in accordance with this Sale Contract. This escrow account will be non- interest bearing, unless otherwise required by law. The parties agree Escrow Agent will be relieved of all liability and held harmless by them so long as Escrow Agent holds the following provisions:
i. If the Closing occurs, then ▇▇▇▇▇▇▇ Money Deposit and makes any disbursement from it in accordance with this Sale Contract and the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Agreement previously executed by Escrow Agent for payment with Seller and Auctioneer. In the event of any controversy regarding the ▇▇▇▇▇▇▇ Money Deposit, Escrow Agent shall give written notice will not be required to take any action, but may await the result of any proceeding, or at Escrow Agent’s discretion, interplead the ▇▇▇▇▇▇▇ Money Deposit into a court of competent jurisdiction for determination, and Escrow Agent will thereafter have no liability whatsoever on any basis and for any amount with regards to the other party of such demand▇▇▇▇▇▇▇ Money Deposit and this Sale Contract. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by • Designated Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss : ▇▇▇▇ ▇▇▇▇▇▇▇▇ of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement▇▇▇▇▇▇ County Title Co. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, Escrow Agent shall be relieved and released from any liability under this Agreement▇▇▇▇▇▇▇▇▇▇, except in connection with Escrow Agent's gross negligence or willful default▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ Email - ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;▇▇▇)
Appears in 1 contract
Sources: Real Property Sale Contract
Escrow. a. As security for the faithful performance of the terms of this Agreement and to insure the availability for delivery of the Shares upon exercise of the Purchase Option, Purchaser hereby delivers for deposit with the Secretary of the Company, or such other person designated by the Company, as escrow agent in this transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent shall hold and disburse delivered by the Deposit Escrow Agent pursuant to the following instructions of the Company and Purchaser:
(a) In the event the Company exercises the Purchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by any notice of exercise of the Purchase Option in accordance with the following provisions:terms of such notice and this Agreement.
i. (b) In connection with such transaction the Escrow Agent is directed to (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the Option Purchase Price.
(c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said Shares as described in this Agreement. Purchaser irrevocably constitutes and appoints the Escrow Agent as Purchaser's attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated.
(d) Upon the expiration or termination of the Purchase Option as to the Shares as provided in this Agreement, the Escrow Agent will deliver to Purchaser the certificate or certificates representing such Shares and the escrow shall thereafter terminate as to such Shares.
(e) If at the Closing occurstime of termination of this escrow the Escrow Agent has possession of any documents, then securities, or other property belonging to Purchaser, the Escrow Agent shall deliver the Deposit such property to Seller.
ii. If for any reason the Closing does not occur Purchaser, and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or (f) The responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to terminate if the safekeeping and disposition Secretary of the Deposit in accordance with Company shall cease to be the provisions of this Agreement. Secretary or if the Escrow Agent shall not be liable for any action taken or omitted resign by Escrow Agent in good faith and believed by Escrow Agent written notice to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vieach party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be the Escrow Agent.
(g) It is understood and agreed that a should any dispute shall arise in connection with this Agreementrespect to the delivery, ownership, or as to the rights right of possession of the parties in and to, or Shares held by the disposition ofEscrow Agent hereunder, the Deposit, Escrow Agent shall have the right to: (i) hold and is authorized to retain without liability to anyone all or any part of the Deposit said Shares until such dispute is disputes shall have been settled either by mutual written agreement or finally determined by litigationa court order, arbitrationdecree, or otherwise; (ii) deposit judgment, if applicable, but the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability under no duty whatsoever to institute or obligation under defend such proceedings.
(h) By signing this Agreement;, the Escrow Agent becomes a party hereto only for the purpose of executing the instructions set forth in this Section 10 and does not otherwise become a party to this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Epitope Inc/Or/)
Escrow. a. Contractor shall be required to maintain an Escrow Agent Account with Carrier in the amount specified in Appendix E, as Escrow Balance. The escrow account shall hold and disburse be funded by Contractor depositing the Deposit amount designated in accordance with the following provisions:
i. If the Closing occursAppendix E, then the as Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason no amount is listed there shall be no Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if anyDeposit, with Carrier at the clerk time of the Court execution of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that the Settlement Escrow Agent shall act hereunder Contribution, as designated in Appendix E, to be withheld from each settlement until the escrow account reaches a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties balance of the Escrow Agent hereunder are purely ministerial in nature and Balance. At any time, the balance of the Escrow Account falls below the required amount, the Settlement Escrow Contribution shall be expressly limited withheld from each Settlement until the Escrow Account balance has been replenished. The monies held in the Escrow Account may be deducted by Carrier to the safekeeping satisfy Contractor’s obligations under this Agreement including those specified in Section 4 and, Appendix C, Appendix D and disposition Appendix F and to indemnify Carrier against any and all losses suffered because of the Deposit in accordance with breaches of the provisions of this Agreement, including those specified in Sections 4, 7, 9, 10, 11, 12, and 13. The Escrow Agent shall not be liable for Account also is to insure the return to Carrier of any action taken or omitted by Escrow Agent identification and other Carrier Property in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred possession of Contractor upon it by termination of this Agreement. At the termination of this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent Carrier shall not have any liability or obligation for loss make all proper deductions from said ▇▇▇▇▇▇ Account and make a final accounting to Contractor of all final deductions from said ▇▇▇▇▇▇ Account and return the balance of said Escrow Account to Contractor within 45 days from the date of termination of this Agreement. Carrier shall provide Contractor with an accounting of any transaction involving the Escrow Account by either clearly indicating in individual settlement sheets the amount and description of any deduction or addition made to the Escrow Account or providing a separate monthly accounting of any portion transaction involving the Escrow Account. Contractor may request an accounting of the Deposit Escrow Account, in writing. ▇▇▇▇▇▇▇ shall credit Contractor with interest on the escrow balance, less the average advances made, quarterly, at an interest rate equal to the average yield or equivalent coupon issue yield on 91 day, 13 week Treasury Bills, as established by reason the first weekly auction by the Department of Treasury occurring on or after the first day of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultquarterly interest period.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Escrow. a. An escrow to consummate the sale of the Property pursuant to this Agreement (the “Escrow”) shall be opened at the offices of Fidelity National Title Company (“Escrow Agent Holder”). The date upon which Escrow Holder has received a fully executed copy of this Agreement and the Escrow is opened shall hold be referred to herein as the “Opening of Escrow”. The Escrow Holder’s contact information is set forth in Section 13 hereof. The following provisions shall apply with respect to the Escrow and disburse the Deposit in accordance with the following provisionsEscrow Holder:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. (a) If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent Holder for payment delivery of the Deposit, Escrow Agent Holder shall give written notice to the other party of such demand. If Escrow Agent Holder does not receive a written objection from the other party to the proposed payment within TEN two (102) business days after the giving of such notice, Escrow Agent Holder is hereby authorized to make such delivery or payment. If Escrow Agent Holder does receive such written objection within such TEN two (102) business day period period, or if for any other reason Escrow Agent Holder in good faith shall elect not to make such payment, Escrow Agent Holder shall continue to hold such amount the Deposit until otherwise directed by it shall have received joint written instructions from the parties to this Agreement or an order from a final judgment court of competent jurisdiction. Escrow Holder shall in court. However, Escrow Agent shall addition have the right at any time to deposit tender the escrowed proceeds and interest thereon, if any, with Deposit to the clerk of the U.S. District Court of Orange County, Floridahaving jurisdiction where the Property is located. Escrow Agent Holder shall give written notice of such deposit to Seller and PurchaserBuyer. Upon such deposit, deposit Escrow Agent Holder shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. (b) Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent Holder shall have no duties responsibility to determine the authenticity or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness validity of any notice, demandinstruction, certificateinstrument, signature, instrument document or other document which is item delivered to it, and it shall be fully protected in acting in accordance with any written notice, direction or instruction given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other documentit under this Agreement and reasonably believed by it to be authentic and valid.
v. (c) The parties acknowledge that Escrow Agent Holder is acting solely as a stakeholder at their request and for their convenience, that Escrow Holder shall not be deemed to be the duties agent of either of the parties, and that Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent Holder shall not be liable to either of the parties for any action act or omission on its part unless taken or omitted suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. Seller and Buyer shall jointly and severally indemnify and hold Escrow Holder harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Holder’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent Holder in good faith bad faith, in willful disregard of this Agreement or involving gross negligence on the part of Escrow Holder.
(d) Escrow Holder has acknowledged agreement to these provisions by signing in the place indicated on the signature page of this Agreement.
(e) Escrow Holder is hereby designated as the “real estate reporting person” for purposes of Section 6045 of Title 26 of the United States Code and believed Treasury Regulation 1.6045 -4 and any instructions or settlement statement prepared by Escrow Agent to be authorized or within its rights or powers conferred upon it Holder shall so provide. Upon the consummation of the transaction contemplated by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful defaultHolder shall file a Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation. Seller and Buyer shall promptly furnish their federal tax identification numbers to Escrow Agent Holder and shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository otherwise reasonably cooperate with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except Holder in connection with Escrow Agent's gross negligence or willful defaultHolder’s duties as real estate reporting person.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Purchase and Sale Agreement (RREEF Property Trust, Inc.)
Escrow. a. 16.1 Escrow Agent agrees that it shall hold and disburse the Deposit in escrow in accordance with the following provisions:
i. If the Closing occurs, then the terms and conditions of this Agreement. Escrow Agent shall deliver give notice to Purchaser and Seller of the bank, branch and account number of the account into which the Deposit is made promptly after making the same. Purchaser shall have the right to direct the form of investment that will be made with the Deposit while in escrow. All interest earned on the Deposit while held in escrow shall be for the benefit and account of Purchaser and shall be considered a part of the Deposit. Purchaser shall provide such information and execute such forms as may be necessary to properly report such interest income. If this Agreement is not terminated prior to the expiration of the Study Period, the Deposit shall be absolutely non- refundable to Purchaser except in the case of Seller’s breach of this Agreement or as otherwise specifically provided otherwise herein.
ii16.2 At the Close of Escrow, the Deposit shall be paid to Seller by Escrow Agent and applied to the Purchase Price in accordance with the terms of this Agreement. If for any reason the Closing does not occur and either party Seller or Purchaser makes a written demand upon Escrow Agent for payment of the Deposit, or if Escrow Agent intends to pay such deposit over to any party, Escrow Agent shall give at least five (5) business days written notice to the other party of such demanddemand and of its intention to pay over any portion of the Deposit to the other party on a stated date. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such noticepayment, Escrow Agent is hereby authorized and directed to make such payment. If such other party delivers to Escrow Agent does receive such written objection within to such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentpayment before the proposed payment date, Escrow Agent shall continue to hold such amount the Deposit until otherwise directed by written instructions from the by all parties to this Agreement or a final judgment in courtdecision of a court of competent jurisdiction. HoweverIn the event of such dispute, Escrow Agent may deposit the Deposit with an appropriate court of competent jurisdiction and, after giving written notice of such action to the parties, Escrow Agent shall have no further obligations with respect to the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk Deposit.
16.3 The duties of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act are only as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
ivherein specifically provided. Escrow Agent shall be protected in relying entitled to rely upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signaturedocument, instrument or signature believed by it to be genuine and signed by the other document which is given to party or its successors. Escrow Agent without verifying the truth or accuracy may assume that any person purporting to give any notice of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit instructions in accordance with the provisions of this Agreementherein, has been duly authorized to do so. Escrow Agent shall not be liable for bound by any action taken modification, cancellation or omitted rescission of this Agreement unless in writing and signed by the parties to be bound. The parties hereto shall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in good faith connection herewith, including reasonable attorneys’ fees and believed by Escrow Agent to be authorized disbursements, arising out of or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence ’s acceptance of, or willful default.
vi. In the event that a dispute shall arise in connection with performance of Escrow Agent’s duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or as liability arising out of or relating to this Agreement, unless the same results from Escrow Agent’s negligence or breach of its obligations under this Agreement. Purchaser and Seller shall share equally in the reimbursement of Escrow Agent except in the event of litigation between the parties, in which event the party determined not to be entitled to the rights of the parties in and toDeposit shall reimburse Escrow Agent, or if the disposition ofDeposit is split between the parties, then such costs of Escrow Agent shall be split between Seller and Purchaser upon the inverse proportionate amount received by each (i.e., if a party is entitled to 90% of the Deposit, that party pays 10% of Escrow Agent’s costs). Until Closing, Escrow Agent is acting as stakeholder only with respect to Deposit delivered to it hereunder.
16.4 Delivery or disbursement by Escrow Agent of any amount of the funds to be delivered or disbursed by Escrow Agent hereunder, by means of Escrow Agent’s check, subject to collection, or by wire transfer to the party to whom said sum is to be delivered hereunder, shall constitute good and sufficient delivery of said sum for the purposes of this Agreement.
16.5 The parties and/or the Escrow Agent shall have be entitled to add to or supplement these escrow instructions in accordance with this Agreement and as reasonably required based upon the right to: information and reports (iincluding the Title Commitment) hold obtained by the parties and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;Agent.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Escrow. a. If there is a dispute between Seller and Purchaser regarding whether all or any portion of the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall hold and disburse have no obligation to either Seller or Purchaser with respect to the Deposit in accordance with except to interplead the following provisions:
i. If the Closing occurs, then the Deposit into an appropriate court of competent jurisdiction. Escrow Agent shall deliver may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the Deposit to Sellerproper person.
ii. (i) If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment delivery of the DepositDeposit prior to Settlement, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does a notice of objection to the proposed payment is not receive a written objection received from the other party to the proposed payment within TEN ten (10) business days after the giving of such noticenotice by Escrow Agent, Escrow Agent is hereby authorized to make such paymentdeliver the Deposit to the party who made the demand. If Escrow Agent does receive such written receives a notice of objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentsaid period, then Escrow Agent shall continue to hold such amount until otherwise directed by written instructions the Deposit and thereafter pay it to the party entitled when Escrow Agent receives: (i) a notice from the objecting party withdrawing the objection, or (ii) a notice signed by both parties to this Agreement directing disposition of the Deposit, or (iii) a final judgment in courtor order from a court of competent jurisdiction. HoweverExcept for its bad faith, gross negligence or willful misconduct, Escrow Agent shall have the right at not be liable for any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk loss or impairment of the Court of Orange CountyDeposit;
(ii) Except for its bad faith, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such depositgross negligence or willful misconduct, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.Agent;
v. The parties acknowledge that (iii) Escrow Agent is acting solely as a stakeholder at their request and for their convenienceshall not be bound in any way by any other contract or understanding between the parties hereto, that the duties of the whether or not Escrow Agent hereunder are purely ministerial has knowledge thereof or consents thereto unless such consent is given in nature writing;
(iv) Escrow Agent’s sole duties and responsibilities shall be expressly limited to the safekeeping hold and disposition of disburse the Deposit in accordance with the provisions of this Agreement. ; provided, however, that Escrow Agent shall have no responsibility for the clearing or collection of the check (if any) representing the Deposit;
(v) Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by the bad faith, gross negligence of willful misconduct of Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. ;
(vi) Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement;
(vii) Escrow Agent may resign at any time upon at least ten (10) days prior written notice to the parties hereto. If, except prior to the effective date of such resignation, the parties hereto shall have approved, in writing, a successor escrow agent, then upon the resignation of Escrow Agent, Escrow Agent shall deliver the Deposit to such successor escrow agent. From and after such resignation and the delivery of the Deposit to such successor escrow agent, Escrow Agent shall be fully relieved of all of its duties, responsibilities and obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed by the appointed successor escrow agent. If, for any reason, the parties hereto shall not approve a successor escrow agent within such period, Escrow Agent may bring any appropriate action or proceeding for leave to deposit the Deposit with a court of competent jurisdiction pending the approval of a successor escrow agent, and upon such deposit Escrow Agent shall be fully relieved of all of its duties, responsibilities and obligations under this Agreement;
(viii) Seller and Purchaser hereby agree to, jointly and severally, indemnify, defend and hold Escrow Agent harmless from and against any liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against, Escrow Agent (including reasonable counsel fees and court costs) by reason of Escrow Agent’s acting or failing to act in connection with any of the matters contemplated by this Agreement or in carrying out the terms of this Agreement, except as a result of Escrow Agent's ’s gross negligence or willful default.misconduct; and
vi. (ix) In the event that a dispute shall arise in connection with this Agreement, or as to the rights of any of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (iw) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitrationarbitration or otherwise, or otherwise; (iix) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;, except to the extent any claims against Escrow Agent arise from the bad faith, gross negligence or willful misconduct of Escrow Agent, or a breach of the Escrow Agent’s obligations under this Agreement, or (y) institute an action in interpleader or other similar action permitted by stakeholders in the State of Connecticut, or (z) interplead any of the parties in any action or proceeding which may be brought to determine the rights of the parties to all or any part of the Deposit. The costs of any of the actions taken by Escrow Agent pursuant to clauses (w), (x), (y) or (z) of the immediately preceding sentence, including, without limitation, reasonable legal fees, shall be borne by whichever of Seller or Purchaser is the losing party (i.e., determined not to be the party entitled to the Deposit). In the event neither party is determined to be the losing party, the costs of any of the actions taken by Escrow Agent shall be borne by the Purchaser and Seller equally.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Escrow. a. If any amount is to be withheld by Buyer as security for the indemnification obligations of the Sellers pursuant to this Article 7, Buyer shall, pursuant to the provisions of Sections 2.5 and 2.6, deliver to the Escrow Agent, as agent of Buyer, the Escrow Amount, in accordance with the terms of this Agreement and any Escrow Agreement. The Sellers acknowledge that the amounts held by the Escrow Agent shall be contingent payments eligible to be reported under the installment method pursuant to Code Section 453 and Sellers shall have the right to make any available elections thereunder. The Escrow Agent shall hold the Escrow Amount in accordance with, and disburse subject to, the Deposit terms and conditions of any Escrow Agreement, which shall, among other things, provide that any interest that becomes due and payable on the Escrow Amount will be paid to Sellers’ Representative, and will not be held by the Escrow Agent, whether or not there are any pending claims for indemnification pursuant to this Article 7. Promptly after the delivery to Sellers’ Representative upon the release of the Escrow Amount of any cash balance of the Escrow Amount and funds in the Escrow Account to which Sellers’ Representative is entitled under any such Escrow Agreement, Sellers’ Representative shall pay to each Seller such Seller’s share of such remaining cash balances of Sellers’ Representative Reserves that have not been used to reimburse Sellers’ Representative for costs incurred in the performance of their duties as Sellers’ Representative under this Agreement, pro rata in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to SellerSellers’ respective percentage interests.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Stock Purchase Agreement (Walter Investment Management Corp)
Escrow. a. Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN Within three (103) business days after the giving date ------ of such noticeexecution of this Agreement, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in courtshall open an Escrow with Escrow Holder, at Escrow Holder's office. However, The Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. deemed opened when the parties have given Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions Holder an executed copy of this Agreement. This Agreement shall serve as escrow instructions to Escrow Agent Holder, and the parties shall execute additional instructions if Escrow Holder so requires, provided that such instructions do not be liable change the terms of this Agreement but merely offer protection for Escrow Holder. Any additional instructions shall provide that this Agreement shall prevail in case of any action taken or omitted by inconsistency between it and the additional instructions. Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it shall close on the Closing Date concurrently with the closing of the transaction contemplated by this Agreement, except and the parties acknowledge that the Bargain and Sale Deeds ("Deeds") and the Memoranda of Lease shall be deposited with Escrow Holder for recordation at the Closing Date consistent with the terms of this Agreement. When Title Company (hereinafter defined) is in a position to issue the Title Policies (hereinafter defined), and upon instructions from Seller and Buyer, Escrow Holder shall immediately close Escrow by recording the Deeds and the Memoranda of Lease in the appropriate counties. The failure of Seller or Buyer to be in a position to close Escrow by the Closing Date for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or other than failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent a condition shall be relieved and released from any liability constitute a default under this Agreement. If Escrow Holder is not in a position to close Escrow on the Closing Date, except in connection with it shall close as soon thereafter as possible, unless prior to closing, it receives notice from either party directing it not to close. Close of Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights occur when Escrow Holder performs all of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: acts listed below:
(i) hold Record the Deeds with instructions for the county recorders to send the Deeds to Buyer and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; attach tax information after recording;
(ii) deposit Record the Deposit in Memoranda of Lease with instructions for the county recorders to send the Memoranda of Lease to Buyer;
(iii) Instruct the Title Company to deliver the Title Policies to Buyer; and
(iv) Forward to Seller and Buyer an appropriate court accounting of lawall funds received and disbursed for each party and copies of all executed and recorded or filed documents, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability with recording or obligation under this Agreement;filing dates shown thereon.
Appears in 1 contract
Escrow. a. Until the minimum has been subscribed for, the subscription amounts shall be kept in an escrow account with U.S. Bank National Association (the “Escrow Agent”). This offering shall be completed and shall terminate on [March 12, 2014 unless extended for an additional 90 days with a mutual agreement of the Placement Agent shall hold and disburse the Deposit Company (“Offering Termination Date”). The Placement Agent acknowledges and agrees that it will be a party to an Escrow Agreement (the “Escrow Agreement”), by and among the Placement Agent, the Escrow Agent, and the Company in accordance a form mutually satisfactory to the parties with the following provisions:
i. If Company and the Closing occurs, then Placement Agent jointly authorizing the disbursement of the funds from the escrow account. The Company shall pay the reasonable fees of the Escrow Agent. The Placement Agent will promptly upon receipt deliver all cash and checks received by it from subscribers to purchase the Units to the Escrow Agent. All such subscription proceeds during the Offering are to be deposited with the Escrow Agent pursuant to the Escrow Agreement. All checks for subscriptions shall deliver the Deposit be made payable to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon “U.S. Bank National Association, Escrow Agent for payment of PIMI Agro Cleantech, Inc.” In the Deposit, Escrow Agent shall give written notice to event the other party of such demand. If Escrow Agent does not receive a written objection deposits in funds totaling the Minimum Offering Amount prior to the Minimum Offering Termination Date, the Escrow Agent shall refund to each subscriber the amount received from the other party subscriber, without deduction, penalty, or expense to the proposed payment within TEN (10) days after subscriber, and the giving of such notice, Escrow Agent is hereby authorized shall notify the Company and the Placement Agent of its distribution of the funds. The purchase money returned to make such paymenteach subscriber shall be free and clear of any and all claims of the Company or any of its creditors. If In the event the Escrow Agent does receive the Minimum Offering Amount prior to the Minimum Offering Termination Date, in no event will the funds be released to the Company until such written objection within such TEN (10) day period or if for any other reason amount is received by the Escrow Agent in good faith collected funds. For purposes of this Agreement, the term “collected funds” shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed mean all funds received by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder which have cleared normal banking channels and are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition form of the Deposit in accordance with the provisions of this Agreementcash. The Escrow Agent shall not be liable for any action taken may invest the Escrow Amount only in such accounts or omitted investments as the Company may specify by Escrow Agent written notice. The Company may only specify investment in good faith and believed (1) bank accounts, (2) bank money-market accounts, (3) short time certificates of deposit issued by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreementbank, or as to (4) short-term securities issued or guaranteed by the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;U.S. Government.
Appears in 1 contract
Sources: Placement Agent Agreement (Pimi Agro Cleantech, Inc.)
Escrow. a. Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions:
i. If (a) On the Closing occursDate, then the Buyer shall deliver to the Escrow Agent a wire transfer in the amount of the Original Escrow Deposit, which amount shall deliver be deemed withheld from the Deposit to Seller.
ii. If for any reason Transaction Consideration and the Closing does not occur Aggregate Option Consideration and either party makes a written demand upon shall be deposited with the Escrow Agent for payment the purpose of securing the indemnification obligations of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those Sellers set forth in this Agreement and satisfying the adjustments to the Base Purchase Price set forth in Sections 1.10 and 1.11 hereof. The Escrow Fund shall be deemed to have been withheld from each Seller pro rata in the same proportion as the total amount of Transaction Consideration and Purchaser agree Option Consideration payable to such Seller under this Agreement bears to the total amount of Transaction Consideration and acknowledge that Option Consideration payable to all Sellers pursuant to this Agreement. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall act hereunder be held as a depository only.
iv. Escrow Agent trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be protected held and disbursed solely for the purposes and in relying upon accordance with the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties terms of the Escrow Agreement.
(b) On the Closing Date, the Buyer shall deliver to the Escrow Agent hereunder are purely ministerial in nature and the Letter of Credit. The Letter of Credit shall be expressly limited to increased or decreased, as the safekeeping and disposition case may be, in accordance with the provisions of the Deposit Escrow Agreement. The Transaction Consideration and the Aggregate Option Consideration otherwise payable at the Closing, and any adjustment thereto payable pursuant to Section 1.11, shall be reduced by the amount of the Letter of Credit, as such Letter of Credit may be amended in accordance with the provisions of this Section 1.13(b) and the Escrow Agreement, and shall be deemed to have been withheld from each Seller pro rata in the same proportion as the total amount of Transaction Consideration and Option Consideration payable to such Seller under this Agreement bears to the total amount of Transaction Consideration and Option Consideration payable to all Sellers pursuant to this Agreement. The Letter of Credit shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Letter of Credit shall not be liable for subject to any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreementlien, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all attachment, trustee process or any portion other judicial process of any creditor of any party, and shall be held and drawn upon solely for the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit purposes and in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights terms of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;.
Appears in 1 contract
Sources: Purchase Agreement (Kadant Inc)
Escrow. a. Escrow Agent Title Company shall hold and disburse the Deposit and Purchaser’s and Seller’s Documents in escrow, dispose of the Deposit, pro rate expenses and deliver Purchaser’s and Seller’s Documents only in accordance with the following provisions:
i. If (a) Prior to the full execution of this Agreement, Purchaser and Seller opened an escrow (the “Escrow”) with the Title Company. Within two (2) days after the full execution and delivery of this Agreement, the parties shall deliver to Title Company a fully executed copy of this Agreement. The purchase and sale of the Parking Garage shall be completed through the Escrow. This Agreement shall constitute joint escrow instructions to Title Company in connection with the Escrow. Purchaser and Seller hereby agree to execute additional instructions not inconsistent with this Agreement as may be reasonably required by Title Company.
(b) At the Closing, the Title Company shall do the following:
(i) Cause the Deed to be recorded;
(ii) Disburse all funds deposited with Title Company by Purchaser in payment of the Purchase Price for the Parking Garage as follows:
(A) Deduct the amount of items chargeable to the account of Seller pursuant to this Agreement; and
(B) The remaining balance of the funds deposited by Purchaser in the Escrow in payment of the Purchase Price shall be disbursed to Seller pursuant to its demand;
(iii) Deliver or cause to be delivered to Seller original counterparts of the Lease Assumption, License Assignment the Subgrant and the Construction License, and any other documents required to be executed and/or delivered by Purchaser hereunder.
(iv) Deliver or cause to be delivered to Purchaser a photostat copy of the Deed, original counterparts of the Lease Assumption, License Assignment, Subgrant and Construction License, an original ▇▇▇▇ of Sale, a marked up copy of any title commitment ordered by Purchaser, and any other documents required to be executed and/or delivered by Seller hereunder.
(c) The costs incidental to the Closing occursshall be paid as follows:
(i) All real estate transfer taxes will be paid by Purchaser at Closing. Purchaser is advised that Seller is an “Exempt Party” under 72 P.S. 8102-C.2 (state transfer tax law) and Section 19-1404 of the Philadelphia Code (City transfer tax law), then and that the Escrow Agent Purchaser is therefore liable for payment of l00% of state and City real estate transfer taxes imposed on the sale.
(ii) Seller shall record the Declaration at its sole cost and expense, if any.
(iii) Purchaser shall pay the cost of recording the Deed.
(iv) Purchaser shall pay all premiums and charges of the Title Company for any title policies ordered by Purchaser, all other costs of Purchaser’s Investigations.
(v) Purchaser and Seller shall each pay their own legal fees and other incidental expenses incurred in connection with the transaction contemplated by this Agreement.
(vi) Any other costs or expenses in connection with the transaction contemplated by this Agreement shall be apportioned in the manner customary in similar real estate transactions in Philadelphia County, Pennsylvania. This Section 17(c) shall survive the Closing (and shall not be merged in the Deed) or earlier termination of this Agreement.
(d) Title Company shall deliver the Deposit to Seller or Purchaser, as the case may be, as follows:
(i) to Seller., upon completion of the Closing; or
(ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Purchaser has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Title Company shall not honor Seller’s demand until more than ten (10) days after Title Company has given a copy of Seller’s demand to Purchaser in accordance with Section 17(e)(i), nor thereafter if Title Company receives a Notice of Objection from Purchaser within that ten (10) day period; or
(iii) to Purchaser, after receipt of Purchaser’s demand in which Purchaser certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Purchaser is thereby entitled to receive the Deposit; but Title Company shall not honor Purchaser’s demand until more than ten (10) days after Title Company has given a copy of Purchaser’s demand to Seller in accordance with Section 17(e)(i), nor thereafter if Title Company receives a Notice of Objection from Seller within that ten (10) day period. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Upon delivery of the Deposit, Escrow Agent Title Company shall give be relieved of all liability hereunder and with respect to the Deposit. Title Company shall deliver the Deposit, at the election of the party entitled to receive the same, by (A) a good, unendorsed certified check of Title Company payable to the order of that party, (B) an unendorsed official bank or cashier’s check payable to the order of that party, or (C) a bank wire transfer of immediately available funds to an account designated by that party.
(e) (i) Upon receipt of a written notice demand from Seller or Purchaser under Section 17(d)(ii) or (iii), Title Company shall send a copy of the demand to the other party of such demandparty. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making the demand by giving a notice of such noticeobjection (a “Notice of Objection”) to Title Company. After receiving a Notice of Objection, Escrow Agent is hereby authorized Title Company shall send a copy of the Notice of Objection to make such payment. If Escrow Agent does receive such written objection within such TEN the party who made the demand; and thereafter, in its sole and absolute discretion, Title Company may elect either (10A) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold the Deposit until Title Company receives a written agreement of Purchaser and Seller directing the disbursement of the Deposit, in which event Title Company shall disburse the Deposit in accordance with such amount until otherwise directed by written instructions from agreement; and/or (B) to take any and all actions as Title Company deems necessary or desirable, in its sole and absolute discretion, to discharge and terminate its duties under this Agreement, including without limitation depositing the parties to this Agreement Deposit into any court of competent jurisdiction and bringing any action of interpleader or a final judgment any other proceeding; and/or (C) in court. Howeverthe event of any litigation between Seller and Purchaser, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, Deposit with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereundercourt in which that litigation is pending.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Purchase and Sale Agreement
Escrow. a. 8.1 As security for Subscriber’s faithful performance of this Agreement, Subscriber agrees to deliver the Stock Power executed by Subscriber to the Company or other designee of the Company (the “Escrow Agent shall Holder”), who is hereby appointed to hold such Stock Power in escrow (the “Escrow”) and disburse the Deposit to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions terms of this Agreement. Escrow Agent shall Holder will act solely for the Company as its agent and not as a fiduciary. Subscriber and the Company agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any action taken actions or omitted by omissions unless Escrow Agent Holder is grossly negligent (as construed in good faith and believed by accordance with Delaware law) or intentionally fraudulent in carrying out the duties of Escrow Agent Holder under this Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be authorized genuine and may rely on the advice of counsel and obey any order of any court or within its rights or powers conferred upon it arbitration with respect to the transactions contemplated by this Agreement. The Escrow will terminate upon termination of the Right of First Refusal and the Repurchase Option and the Stock Power shall be discarded.
8.2 By way of security the Company and every Escrow Holder is hereby irrevocably appointed separately to be the attorney of the Subscriber, except for the purpose of carrying out the provisions set out in Section 8.1 of this Agreement and taking any damage caused by Escrow Agent's own gross negligence action and executing any instruments which the Company may deem necessary or willful defaultadvisable to accomplish the full benefit of Section 6 and this Section 8. Escrow Agent The power of attorney hereby granted is granted irrevocably for full value as part of the security constituted hereby to secure proprietary interests of and the performance of obligations owed to the Company within the meaning of the Nevada Revised Statutes and the Subscriber hereby acknowledges the same.
8.3 The power hereby conferred shall not have be a general power of attorney and the Subscriber ratifies and confirms, and agrees to ratify and confirm, anything which any liability of its attorneys may do in the proper and lawful exercise, or obligation for loss purported exercise, of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit rights, powers, authorities and discretions referred to in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultSection 8.2.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Restricted Share Subscription Agreement (OpenWorld, Inc.)
Escrow. a. Any escrow agent, whether the Closing Agent or the Escrow Agent shall (separately referred to in this paragraph as the “escrow agent”), receiving funds or documents is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse the Deposit same subject to clearance thereof in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
iiterms and conditions of this Agreement. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Failure of the Deposit, Escrow Agent clearance of funds shall give written notice not excuse performance by the depositor. In the event of doubt as to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no its duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with liabilities under the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon agent may, in its sole discretion, continue to hold the disbursement monies which are the subject of the Deposit in accordance with this Agreement, Escrow Agent escrow until a judgment of a court of competent jurisdiction shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to determine the rights of the parties in and tothereto, or it may deposit all of the disposition ofmonies then held pursuant to this Agreement with the Clerk of the Circuit Court of Polk County, the DepositFlorida, Escrow Agent which Circuit Court shall have jurisdiction of the right to: (i) hold dispute, and retain upon notifying all or any parties concerned of such action, all liability on the part of the Deposit until escrow agent shall fully terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit wherein the escrow agent is made a party by virtue of acting as such dispute is settled or finally determined by litigation, arbitrationescrow agent hereunder, or otherwise; (ii) deposit in the Deposit event of any suit wherein escrow agent interpleads the subject matter of this escrow, the escrow against shall be entitled to recover reasonable attorneys’ fees and costs incurred through all levels of proceedings, said fees and costs to be charged and assessed as court costs in an appropriate court favor of lawthe prevailing party. Except for the willful misconduct or gross negligence of the escrow agent, following which Escrow Agent all parties agree that the escrow agent shall thereby not be liable to any party or person whomsoever for misdelivery to Purchaser or Seller of monies subject to this escrow, unless such misdelivery shall be due to willful breach of this Agreement or gross negligence on the part of escrow agent. Seller acknowledges that it has been advised that escrow agent has acted and thereafter be relieved is also acting herein as counsel to Purchaser and released from any liability or obligation under this Agreement;Seller has no objection thereto. The foregoing paragraph shall survive the Closing.
Appears in 1 contract
Sources: Sale Agreement
Escrow. a. Escrow Agent shall hold (a) Title Company is authorized and disburse agrees by acceptance thereof to deposit the E▇▇▇▇▇▇ Money Deposit as required by Section 3.1(b) above. In the event of doubt as to Title Company’s duties or liabilities under the provisions of this Purchase Agreement, Title Company may, in accordance with the following provisions:
i. If the Closing occursits sole discretion, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount the subject matter of this Escrow until otherwise directed by written instructions from the parties mutually agree to this Agreement disbursement thereof, or until a final judgment in court. HoweverJudgment of a court of competent jurisdiction shall determine the rights of the parties thereto, Escrow Agent shall have the right at any time to or Title Company may deposit the escrowed proceeds and interest thereon, if any, same with the clerk of the Court court having jurisdiction of Orange Countythe dispute, Floridaand upon notifying all parties concerned of such action, all liability on the part of Title Company shall fully terminate, except to the extent of accounting for any items theretofore delivered out of Escrow. Escrow Agent In the event of any suit between Purchaser and Seller wherein Title Company is made a party by virtue of acting as escrow agent hereunder, or in the event of any suit wherein Title Company interpleads the subject matter of this Escrow, Title Company shall give be entitled to recover reasonable attorney’s fees and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. Seller and Purchaser hereby designate Title Company as the “Reporting Person” for the transaction pursuant to Section 6045(e) of the Internal Revenue Code.
(b) Promptly following mutual execution of this Purchase Agreement, Purchaser and Seller shall cause an escrow (“Escrow”) to be opened with Title Company (the “Opening of Escrow”) by delivery to Title Company of a fully executed copy of this Purchase Agreement. Title Company shall promptly deliver to Purchaser and Seller written notice of such deposit the date of the Opening of Escrow by executing the joinder attached hereto. This Purchase Agreement shall constitute escrow instructions to Seller Title Company as well as the agreement of the parties. Title Company is hereby appointed and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing designated to act as escrow agent and instructed to deliver, pursuant to the terms of this Purchase Agreement, the documents and funds to be deposited into Escrow Agent in accordance as herein provided. The parties hereto shall execute such additional escrow instructions (not inconsistent with this ArticlePurchase Agreement as determined by counsel for Purchaser and Seller) as Title Company shall deem reasonably necessary. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon In the accuracy, acting in reliance upon the contents, and assuming the genuineness event of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with inconsistency between the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith Purchase Agreement and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the such additional escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition ofinstructions, the Deposit, Escrow Agent provisions of this Purchase Agreement shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;govern.
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (Virgin Trains USA LLC)
Escrow. a. Escrow Agent Title Company shall hold and disburse the Deposit and Purchaser's and each Seller's Documents in escrow, dispose of the Deposit, pro rate expenses and deliver Purchaser's and each Seller's Documents only in accordance with the following provisions:
i. If (a) Prior to the full execution of this Agreement, Purchaser and Sellers opened an escrow (the "Escrow") with the Title Company, by delivering to Title Company the Initial Deposit. Within two (2) days after the full execution of this Agreement, the parties shall deliver to Title Company a fully executed copy of this Agreement. The purchase and sale of the Properties and JV Interests shall be completed through the Escrow, at the location specified in Section 4(d). This Agreement shall constitute joint escrow instructions to Title Company in connection with the Escrow. Purchaser and Sellers hereby agree to execute such additional instructions not inconsistent with this Agreement as may be reasonably required by Title Company.
(b) At the Closing, the Title Company shall do the following with respect to each Property:
(i) Cause each Deed to be recorded;
(ii) Disburse all funds deposited with Title Company by Purchaser in payment of the Purchase Price for such Property or JV Interest as follows:
A. Deduct the amount of items chargeable to the account of the applicable Seller pursuant to this Agreement, as set forth on a settlement statement executed by Purchaser and the applicable Seller; and
B. The remaining balance of the funds deposited by Purchaser in the Escrow in payment of the Purchase Price for such Property shall be disbursed to the applicable Seller pursuant to its demand;
(iii) Deliver to the applicable Seller original counterparts of the Partnership Assignment, Lease Assumption, Contract and License Assignment, copies of all assumptions of mortgage loans and any other documents required to be executed by any Mortgagee to the extent permitted under this Agreement in relation to such assumption and any other documents executed by Purchaser.
(iv) Deliver or cause to be delivered to Purchaser a marked up copy of the Commitment for such Property, photostat copy of the Deed for such Property, an original counterpart of the Partnership Assignment, Lease Assumption, ▇▇▇▇ of Sale, Contract and License Assignment, an original FIRPTA Affidavit executed by the applicable Seller for such Property, and any other documents executed by Sellers.
(c) All costs and expenses in connection with the transaction contemplated by this Agreement (including documentary taxes, transfer taxes, stamp taxes, recording taxes and fees, title search fees, and title insurance premiums, but specifically excluding legal, consulting and other professional fees or costs, which each party shall bear individually, or the costs of Inspections or any loan assumption fees Purchaser has agreed to pay pursuant to this Agreement, which Purchaser shall bear) shall be apportioned between Purchaser and each Seller in accordance with Schedule 18(c). This Section 18(c) shall survive the Closing occurs, then (and shall not be merged in the Escrow Agent Deeds) or earlier termination of this Agreement.
(d) Title Company shall deliver the Deposit to Seller.Sellers or Purchaser, as the case may be, as follows:
(i) to Sellers, upon completion of the Closing, to be applied against the Purchase Prices of the Properties and JV Interests as PREIT shall direct; or
(ii) to PREIT, after receipt of PREIT's demand in which PREIT certifies either that (A) Purchaser has materially defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Sellers are thereby entitled to receive the Deposit; but, except as set forth below with respect to the Additional Deposit, Title Company shall not honor PREIT's demand until more than ten (10) days after Title Company has given a copy of such demand to Purchaser in accordance with Section 18(e)(i), nor thereafter if Title Company receives a Notice of Objection from Purchaser within such ten (10) day period; provided, however, Purchaser shall not have the right to give a Notice of Objection if the default is Purchaser's failure to make the Additional Deposit as provided in Section 2(b), and the Title Company shall honor PREIT's demand immediately in such event; or
(iii) to Purchaser, after receipt of Purchaser's demand in which Purchaser certifies either that (A) Sellers have materially defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Purchaser is thereby entitled to receive the Deposit; but Title Company shall not honor Purchaser's demand until more than ten (10) days after Title Company has given a copy of Purchaser's demand to PREIT in accordance with Section 18(e)(i), nor thereafter if Title Company receives a Notice of Objection from PREIT within such ten (10) day period. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Upon such delivery of the Deposit, Escrow Agent Title Company shall give be relieved of all liability hereunder and with respect to the Deposit. Title Company shall deliver the Deposit by a bank wire transfer of immediately available funds to an account designated by the party entitled to the Deposit.
(e) (i) Upon receipt of a written notice demand from PREIT or Purchaser under Section 18(d)(ii) or (iii), Title Company shall send a copy of such demand to the other party of such demandparty. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Notice of Objection") to Title Company. After receiving a Notice of Objection, Title Company shall send a copy of such noticeNotice of Objection to the party who made the demand; and thereafter, Escrow Agent is hereby authorized in its sole and absolute discretion, Title Company may elect either (A) to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold the Deposit until Title Company receives a written agreement of Purchaser and PREIT directing the disbursement of the Deposit, in which event Title Company shall disburse the Deposit in accordance with such amount until otherwise directed by written instructions from agreement; and/or (B) to take any and all actions as Title Company deems necessary or desirable, in its reasonable discretion, to discharge and terminate its duties under this Agreement, including without limitation depositing the parties to this Agreement Deposit into any court of competent jurisdiction and bringing any action of interpleader or a final judgment any other proceeding; and/or (C) in court. Howeverthe event of any litigation between Sellers and Purchaser, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, Deposit with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of court in which such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunderlitigation is pending.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Escrow. a. Escrow Agent shall Any escrow agent receiving funds is authorized and ------ agrees by acceptance thereof to promptly deposit, to hold same in an escrow account, and to disburse the Deposit same subject to clearance thereof in accordance with the following provisions:
i. If terms and conditions of this Agreement. Failure of clearance of funds shall not excuse performance by the Closing occursBuyer. In the event of a dispute arising out of the Parties' performance under this Agreement or doubt as to Escrow Agent's duties or liabilities under the provisions of this Agreement, then the Escrow Agent shall deliver deposit all the Deposit monies then held pursuant to Seller.
ii. If for any reason this Agreement with the Closing does not occur and Title Company or, at the request of either party makes a written demand upon Escrow Agent for payment Party, with the Clerk of the Depositappropriate Court of the County having jurisdiction of the dispute, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall give written notice fully terminate except to the other party extent of such demandaccounting for any monies theretofore delivered out of escrow. If Provided that Escrow Agent does not receive a written objection from has complied with the other party to forgoing, in the proposed payment within TEN (10) days after event of any suit between Buyer and Seller wherein the giving of such notice, Escrow Agent is hereby authorized to make made a party by virtue of acting as such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposithereunder, Escrow Agent shall be relieved entitled to recover a reasonable attorney's fee and discharged of all further obligations costs incurred, said fees and responsibilities hereunder.
iiicosts to be charged and assessed as court costs against the non-prevailing party. Escrow Agent has signed this Agreement for All parties agree that the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties not be liable to any party or responsibilities except those set forth in person whomsoever for mis-delivery to Buyer or Seller of monies subject to this escrow, unless such mis-delivery shall be due to willful breach of this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon or gross negligence on the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties part of the Escrow Agent hereunder are purely ministerial Agent. All funds held in nature and escrow shall be expressly limited placed in an interest bearing federally insured account with interest accruing to the safekeeping benefit of Buyer and disposition of applied against the Deposit Purchase Price at Closing, or otherwise disbursed in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for Notwithstanding anything in this Agreement to the contrary, this escrow provision, including any action taken or omitted by Escrow Agent matters regarding the funds held in good faith escrow and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by the duties of the Escrow Agent's own gross negligence or willful default. Escrow Agent , shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit be governed and construed in accordance with this Agreement, the law of the jurisdiction where the Escrow Agent has its principal place of business. In addition, the venue for any litigation regarding this escrow provision shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to county where the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part has its principal place of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;business.
Appears in 1 contract
Escrow. a. If there is any dispute as to whether Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall is obligated to deliver the Deposit ▇▇▇▇▇▇▇ Money, or any other monies or documents which it holds or as to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Depositwhom such ▇▇▇▇▇▇▇ Money, monies or documents are to be delivered, Escrow Agent shall give written notice not be obligated to make any delivery, but, in such event, may hold same until receipt by Escrow Agent of an authorization, in writing, signed by all of the other party parties having an interest in such dispute directing the disposition of same, or, in the absence of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such noticeauthorization, Escrow Agent is hereby authorized to make may hold such payment▇▇▇▇▇▇▇ Money, monies or documents until the final determination of the rights of the parties in an appropriate proceeding. If Escrow Agent does receive such written objection within authorization is not given or proceeding for such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect determination is not to make such paymentbegun and diligently continued, Escrow Agent shall continue may, but is not required to, bring an appropriate action or proceeding for leave to hold deposit such amount until otherwise directed by written instructions from the parties to this Agreement ▇▇▇▇▇▇▇ Money, monies or a final judgment documents in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of pending such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreementdetermination. Escrow Agent shall not be liable responsible for any action taken acts or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own omissions unless the same constitutes gross negligence or willful default. misconduct and upon making delivery of the ▇▇▇▇▇▇▇ Money, monies or documents which Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit holds in accordance with the terms of this Agreement, Escrow Agent shall be relieved and released from any have absolutely no further liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vihereunder. In the event Escrow Agent places the ▇▇▇▇▇▇▇ Money, monies or documents that a dispute shall arise have actually been delivered to Escrow Agent in connection with this Agreement, or as to the rights Registry of the parties Circuit Court in and tofor the County in which the Property is located and files an action of interpleader, or naming the disposition of, the Depositparties hereto, Escrow Agent shall have be released and relieved from any and all further obligation and liability hereunder or in connection herewith. Seller and Purchaser shall and do hereby, jointly and severally, agree to indemnify and hold Escrow Agent harmless from any and all damages, losses, liabilities, claims, costs and expenses arising hereunder or in connection herewith, including but not limited to, all costs and expenses incurred by Escrow Agent in connection with the right filing of such action including, but not limited to: (i) hold , reasonable attorney and retain paralegal fees and expenses for Escrow Agent's attorneys through all trial and appellate levels. IT IS ACKNOWLEDGED THAT ESCROW AGENT MAY ACT AS THE COUNSEL FOR SELLER. IT IS AGREED THAT ESCROW AGENT SHALL NOT BE DISABLED OR DISQUALIFIED FROM REPRESENTING SELLER IN CONNECTION WITH ANY LITIGATION WHICH MIGHT ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT BY VIRTUE OF THE FACT THAT ESCROW AGENT HAS AGREED TO ACT AS ESCROW AGENT HEREUNDER, AND PURCHASER DOES HEREBY WAIVE ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE FOREGOING. The provisions of this Section 10.17 shall survive the Closing or any part termination of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Escrow. a. Escrow Agent shall Any escrow agent receiving funds or documents is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse the Deposit same subject to clearance thereof in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
iiterms and conditions of this Agreement. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Failure of the Deposit, Escrow Agent clearance of funds shall give written notice not excuse performance by the depositor. In the event of doubt as to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no its duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with liabilities under the provisions of this Agreement, the Escrow Agent may, in its sole discretion, continue to hold the monies which are the subject of this escrow until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit all of the monies then held pursuant to this Agreement with the Clerk of the Circuit Court of Hillsborough County, Florida, which Circuit Court shall have jurisdiction of the dispute, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit wherein the Escrow Agent is made a party by virtue of acting as such escrow agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, the Escrow Against shall be entitled to recover reasonable attorneys' fees and costs incurred through all levels of proceedings, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. Except for the willful misconduct or gross negligence of the Escrow Agent, all parties agree that the Escrow Agent shall not be liable for to any action taken party or omitted by person whomsoever from misdelivery to Purchaser or Seller of monies subject to this escrow, unless such misdelivery shall be due to willful breach of this Agreement or gross negligence on the part of Escrow Agent. Purchaser acknowledges that it has been advised that Escrow Agent in good faith has acted and believed by Escrow Agent is also acting herein as counsel to be authorized or within its rights or powers conferred upon it by this Agreement, except for Seller and Purchaser has no objection thereto and waives any damage caused by Escrow Agent's own gross negligence or willful defaultconflict of interest claim that Purchaser might have. Escrow Agent The foregoing paragraph shall not have any liability or obligation for loss of all or any portion of survive the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultclosing.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Sale and Purchase Agreement (Dean Witter Realty Growth Properties L P)
Escrow. a. 15.1 Escrow Agent agrees that it shall hold and disburse the Deposit in escrow in accordance with the following provisions:
i. If the Closing occurs, then the terms and conditions of this Agreement. Escrow Agent shall deliver give notice to Purchaser and Seller of the bank, branch and account number of the account into which the Deposit is made promptly after making the same. Purchaser shall have the right to Sellerdirect the form of investment that will be made with the Deposit while in escrow. All interest earned on the Deposit while held in escrow shall be for the benefit and account of Purchaser and shall be considered a part of the Deposit. Purchaser shall provide such information and execute such forms as may be necessary to properly report such interest income. All interest earned on the Deposit shall be deemed part of the Deposit.
ii15.2 At the Close of Escrow the Deposit shall be paid by Escrow Agent to Seller or the Secured Party, as appropriate, or as they may otherwise direct, and applied to the Purchase Price in accordance with the terms of this Agreement, subject to any requirements to be applied to release or remove any Monetary Encumbrances, and any pro-rations or apportionments required hereunder. If the Close of Escrow shall not occur as a result of the default of Seller, the Deposit shall be paid to Purchaser if Purchaser so elects. If for any reason the Closing does not occur and either party Seller or Purchaser makes a written demand upon Escrow Agent for payment of the Deposit, or if Escrow Agent intends to pay such deposit over to either party, Escrow Agent shall give at least ten (10) business days written notice to the other party of such demanddemand and of its intention to pay over the Deposit to the other party on a stated date. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such noticepayment, Escrow Agent is hereby authorized and directed to make such payment. If any party delivers to Escrow Agent does receive such written objection within to such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentpayment before the proposed payment date, Escrow Agent shall continue to hold such amount the Deposit until otherwise directed by written instructions from the by all parties to this Agreement or a final judgment in courtdecision of a court of competent jurisdiction. HoweverIn the event of such dispute, Escrow Agent may deposit the Deposit with an appropriate court of competent jurisdiction and, after giving written notice of such action to the parties, Escrow Agent shall have no further obligations with respect to the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk Deposit.
15.3 The duties of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act are only as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
ivherein specifically provided. Escrow Agent shall be protected in relying entitled to rely upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signaturedocument, instrument or signature believed by it to be genuine and signed by either of the other document which is given to parties or their successors. Escrow Agent without verifying the truth or accuracy may assume that any person purporting to give any notice of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit instructions in accordance with the provisions of this Agreementherein, has been duly authorized to do so. Escrow Agent shall not be liable for bound by any action taken modification, cancellation or omitted rescission of this Agreement unless in writing and signed by the parties to be bound. The parties hereto shall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in good faith connection herewith, including reasonable attorneys' fees and believed by Escrow Agent to be authorized disbursements, arising out of or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence acceptance of, or willful default.
vi. In the event that a dispute shall arise in connection with performance of Escrow Agent's duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or as liability arising out of or relating to this Agreement, unless the same results from Escrow Agent's negligence or breach of its obligations under this Agreement. Purchaser and Seller shall share equally in the reimbursement of Escrow Agent except in the event of litigation between the parties, in which event the party determined not to be entitled to the rights of the parties in and toDeposit shall reimburse Escrow Agent, or if the disposition ofDeposit is split between the parties, then such costs of Escrow Agent shall be split between Seller and Purchaser upon the inverse proportionate amount received by each (i.e., if a party is entitled to 90% of the Deposit, that party pays 10% of Escrow Agent's costs). Escrow Agent is acting as stakeholder only with respect to Deposit delivered to it hereunder.
15.4 Delivery or disbursement by Escrow Agent of any amount of the Deposit to be delivered or disbursed by Escrow Agent hereunder, by means of Escrow Agent's check, subject to collection, or by wire transfer to the party to whom said sum is to be delivered hereunder, shall constitute good and sufficient delivery of said sum for the purposes of this Agreement.
15.5 The parties and/or the Escrow Agent shall have be entitled to add to or supplement these escrow instructions in accordance with this Agreement and as reasonably required based upon the right to: information and reports (iincluding the Title Commitment) hold obtained by the parties and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;Agent.
Appears in 1 contract
Sources: Agreement of Purchase and Sale
Escrow. a. 24.1. Escrow Agent shall hold and disburse the Deposit Downpayment in accordance with the following provisions:
i. 24.1.1. If so directed by Seller, Escrow Agent shall hold the Downpayment in escrow in an interest bearing money market account until the Closing or sooner termination of this Agreement and shall pay over or apply such proceeds in accordance with the terms of this Section 24. A Form W-9 must be completed and executed by Seller and Purchaser concurrently with the execution of this Agreement. The failure to submit to Escrow Agent an executed, completed Form W-9 shall stay Escrow Agent’s obligation to deposit the escrow in an interest bearing account until such time that said form has been provided to Escrow Agent. If the Downpayment is held in a money market account, dividends thereon shall be treated, for purposes of this Section 24, as interest. Escrow Agent shall not be responsible for any diminution in value of the Downpayment, loss of any principal or interest thereon, or penalties incurred with respect thereto, for any reason whatsoever, provided that the Downpayment has been invested by Escrow Agent as hereinabove provided.
24.1.2. If the Closing occurs, then the Escrow Agent shall deliver the Deposit Downpayment to Seller.
ii24.1.3. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment receives a notice signed by Purchaser or Seller (the "Noticing Party") stating that this Agreement has been canceled or terminated and that the Noticing Party is entitled to the Downpayment, or that the other party hereto. (the "Non-Noticing Party") has defaulted in the performance of the Depositits obligations hereunder, Escrow Agent shall give written deliver a copy of such notice to the other party Non-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the Downpayment by notice of objection delivered to and received by Escrow Agent ten (10) business days after the date of Escrow Agent's delivery of such demandcopy to the Non-Noticing Party, but not thereafter. If Escrow Agent does shall not receive have so received a written notice of objection from the other party to the proposed payment within TEN (10) days after the giving of such noticeNon-Noticing Party, Escrow Agent is hereby authorized shall deliver the Downpayment to make such paymentthe Noticing Party. If Escrow Agent does shall have received a notice of objection from the Non-Noticing Party within the time herein prescribed, Escrow Agent shall, at its sole option, either (i) deliver to the court the Downpayment; or (ii) retain the Downpayment until one of the following events shall have occurred: (a) the Non-Noticing Party shall have failed to commence an action in a court of competent jurisdiction against the Noticing Party to resolve why the Noticing Party shall not be entitled to the payment of the Downpayment within one hundred eighty (180) days after delivery of the Noticing Party's notice, by serving a summons and complaint on the Noticing Party and delivering to Escrow Agent a copy thereof, together with an affidavit of service within such one hundred eighty (180) day period, in which event Escrow Agent shall pay over the Downpayment to the Noticing Party; (b) there shall have been served upon Escrow Agent an order or judgment duly entered in a court of competent jurisdiction setting forth the manner in which the Downpayment is to be paid out and delivered, in which event Escrow Agent shall deliver the Downpayment as set forth in such order or judgment; or (c) Seller and Purchaser shall have delivered to Escrow Agent a joint statement executed by both Seller and Purchaser setting forth the manner in which the Downpayment is to be paid out and delivered, in which event Escrow Agent shall deliver the Downpayment as set forth in such statement. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such requests or demands by Seller and Purchaser until and unless it has received a direction of the nature described above.
24.2. Any notice to Escrow Agent shall be sufficient only if received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Seller and/or Purchaser, or from Seller and/or Purchaser to Escrow Agent, provided for in this Section 24 shall be addressed to the party to receive such written objection within such TEN notice at its notice address set forth in Section 15 above (10) day period or with copies to be similarly sent to the additional persons therein indicated).
24.3. Notwithstanding the foregoing, if for any other reason Escrow Agent shall have received a notice of objection as provided for in Section 24.1.3 within the time therein prescribed, or shall have received at any time before actual disbursement of the Downpayment a notice signed by either Seller or Purchaser disputing entitlement to the Downpayment or shall otherwise believe in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from at any time that a disagreement or dispute has arisen between the parties hereto over entitlement to this Agreement the Downpayment (whether or a final judgment in court. Howevernot litigation has been instituted), Escrow Agent shall have the right at any time right, upon notice to both Seller and Purchaser, (a) to deposit the escrowed proceeds and interest thereon, if any, Downpayment with the clerk Clerk of the Court in which any litigation is pending and/or (b) to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, without limitation, the depositing of Orange Countythe Downpayment with a court of competent jurisdiction and the commencement of an action for interpleader, Florida. Escrow Agent shall give written notice the costs thereof to be borne by whichever of such deposit to Seller or Purchaser is the losing party, and Purchaser. Upon such deposit, thereupon Escrow Agent shall be relieved released of and discharged of from all further obligations and responsibilities hereunderliability hereunder except for any previous gross negligence or willful misconduct.
iii24.4. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely hereunder without charge as a stakeholder at their request an accommodation to Purchaser and for their convenienceSeller, it being understood and agreed that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken error in judgment or any act done or omitted by Escrow Agent it in good faith and believed by Escrow Agent or pursuant to be authorized court order, or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence mistake of fact or willful defaultlaw. Escrow Agent shall not have incur any liability in acting upon any document or obligation instrument believed thereby to be genuine. Escrow Agent is hereby released and exculpated from all liability hereunder, except only for loss willful misconduct or gross negligence. Escrow Agent may assume that any person purporting to give it any notice on behalf of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintainedparty has been authorized to do so. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall not be relieved liable for, and released from Purchaser and Seller hereby jointly and severally agree to indemnify Escrow Agent against, any loss, liability or expense, including reasonable attorneys' fees (either paid to retained attorneys or, representing the fair value of legal services rendered by Escrow Agent to itself), arising out of any dispute under this Agreement, except including the cost and expense of defending itself against any claim arising hereunder.
24.5. Escrow Agent may at any time resign hereunder by giving notice of its resignation to the parties at least fifteen (15) days prior to the date specified for such resignation to take effect and, upon the effective date of such resignation, the Downpayment shall be delivered by Escrow Agent to such person or entity as the parties may have jointly designated in connection with writing or to such person or entity as may be designated as hereinafter provided as the successor Escrow Agent's gross negligence , whereupon all duties and obligations of Escrow Agent named herein shall cease and terminate. If no such person or willful default.
vi. In entity shall have been designated by the event that a dispute shall arise in connection with this Agreement, or as parties by the date which is five (5) days prior to the rights date specified for such resignation to take effect then Escrow Agent may designate a bank in New York City that is a member of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;New York City Clearinghouse Association to act as escrow agent hereunder.
Appears in 1 contract
Escrow. a. Within two business days following the Effective Date hereof, Purchaser has delivered to Escrow Agent, a check(s) (subject to collection) in the amount of $50,000.00 as the downpayment (the "Downpayment"). On or before the expiration of the Due Diligence Period, Purchaser shall deliver a certified check or wire transfer to Escrow Agent shall hold for an additional $50,000.00 which is to be added to the Downpayment and disburse the Deposit held in escrow in accordance with the following provisions:
i. If terms hereof. Escrow Agent shall deposit the Closing occurs, then the Downpayment into an interest-bearing account(s) maintained at a federally insured financial institution(s). Escrow Agent shall deliver the Deposit to Seller.
iiDownpayment in accordance with this Contract, or a joint instruction signed by Seller and Purchaser, or separate instructions of like tenor signed by Seller and Purchaser, or a final judgment of a court of competent jurisdiction. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of hereby is authorized and directed to deliver the DepositDownpayment to Seller if, Escrow Agent shall give written notice to the other party of such demandas and when title closes. If Escrow Agent does not shall receive a written request by one party for the release of the escrow, Escrow Agent will give a copy thereof to the other party. If Escrow Agent shall not receive an objection from the other party to the proposed payment within TEN five (105) days after the giving of such noticebusiness days, then Escrow Agent is hereby authorized to make such paymentshall so release the Downpayment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentreceives an objection, then Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment Downpayment in courtaccordance with the terms hereof. However, Escrow Agent shall have the right at any time to may deposit the escrowed proceeds Downpayment with a court of competent jurisdiction, and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written upon notice of such deposit to Seller and Purchaser. Upon Purchaser of such deposit, Escrow Agent shall be relieved and discharged of all have no further obligations and responsibilities responsibility or liability hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to may act as upon any instruction or other writing believed by Escrow Agent in accordance with this Articlegood faith to be genuine and to be signed or presented by the proper persons. Except as otherwise noted herein, any interest or income thereon shall be paid to the party entitled to receive the Downpayment; provided that if Seller shall receive the interest at Closing then such interest shall serve as a credit against the purchase price. It is understood and agreed that if a check for any portion of the Downpayment shall fail to clear then Escrow Agent shall deliver the portion, if any, of the Downpayment that shall have no duties cleared (together with any interest earned thereon) to Seller and this Contract shall terminate and neither party shall have any further obligations hereunder to the other except that Seller shall be permitted to attempt to collect from Purchaser on the check that shall have failed to clear by commencing litigation or responsibilities except those set forth in this Agreement and otherwise as provided for by law. Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as merely a stakeholder at their request stakeholder, and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial shall not be liable for any act or omission unless taken or suffered in nature and shall be expressly limited to the safekeeping and disposition of the Deposit bad faith, in accordance with the provisions willful disregard of this AgreementContract or involving gross negligence. Escrow Agent shall not be liable for the failure of the institution(s) in which the Downpayment has been deposited or for establishing accounts in excess of applicable guaranty limits for so long as the ▇▇▇▇▇▇▇ Money is held in a FDIC insured account. Seller and Purchaser agree to indemnify and hold Escrow Agent harmless from and against any reasonable costs, claims or expenses incurred in connection with the performance of the Escrow Agent's duties hereunder, unless such costs, claims or expenses were occasioned by Escrow Agent's bad faith or its willful disregard of this Contract. Escrow Agent shall not be bound by any agreement between Seller and Purchaser, whether or not Escrow Agent has knowledge thereof, and Escrow Agent's only duties and responsibilities shall be to hold, and to dispose of, the Downpayment and interest earned thereon in accordance with this Contract. Escrow Agent may consult with counsel, and any opinion of counsel shall be full and complete authorization and protection in respect to any action taken or omitted by Escrow Agent hereunder in good faith and believed by Escrow Agent in reliance upon such opinion. All instructions or notices given to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved in writing and released from any liability under delivered in accordance with the requirements of this AgreementContract. For purposes of this paragraph, such instructions and notices shall be deemed delivered on the date of delivery, if by hand, or on the date of mailing if mailed, except in connection with Escrow Agent's gross negligence that no instruction or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as notice to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which be deemed effectively delivered to Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;until actual receipt thereof by Escrow Agent.
Appears in 1 contract
Sources: Contract of Sale (BRT Realty Trust)
Escrow. a. Pursuant to Section 2 and the Escrow Agreement, at the Closing, Parent shall deliver to the Escrow Agent shall hold the Escrow Payment, and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver set up an escrow account pursuant to the Deposit terms of the Escrow Agreement, to Seller.
iisecure and serve as exclusive source of effecting payment and discharge of any indemnification obligations of Seller under this Section 7.2. If for any reason Within ten (10) Business Days following the Closing does not occur and either party makes a written demand upon Survival Date, the Escrow Agent for payment shall, pursuant to the terms of the DepositEscrow Agreement, deliver to Seller an amount equal to the Escrow Distribution (as hereinafter defined), if any. For purposes of this Agreement, the term “Escrow Distribution” shall mean the aggregate balance remaining in Escrow on the Survival Date less the sum of the total of all then pending and unpaid indemnity claims by Parent Indemnitees. As any pending indemnity claims referenced in the previous sentence are resolved, the Escrow Agent, after making any required payments related to such claims, shall release and deliver to Seller any amounts remaining from the amounts reserved for the released claims. Amounts payable with respect to indemnity claims resolved in favor of Parent Indemnitees shall be satisfied exclusively from the funds held in Escrow and paid to an account designated by Parent. The Escrow Agent shall give written notice make all payments due to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties Seller pursuant to this Agreement or a final judgment Section 7.2.10 to an account designated by Seller. Any earnings on the funds in court. Howeverthe Escrow, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereonnet of escrow expenses, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing paid to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement Seller, and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of responsible for all Taxes on any such notice, demand, certificate, signature, instrument or other documentearnings.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Stock Purchase Agreement (Caci International Inc /De/)
Escrow. a. (a) On the Closing Date, Buyer shall pay or cause to be paid, by wire transfer of immediately available funds, the Indemnification Escrow Amount to the Escrow Agent, to be held in an escrow account (the “Escrow Account”) by the Escrow Agent and used to satisfy, at least in part, (i) any claims by any Buyer Indemnified Persons for satisfaction of any indemnification claim of any Buyer Indemnified Persons pursuant to Article VIII, (ii) any Adjustment Amount payable to Buyer which exceeds the amount in the Working Capital Adjustment Fund, and (iii) any and all other claims made by Buyer or any Buyer Indemnified Person pursuant to this Agreement or in connection with the transactions contemplated hereby that are permitted by the terms of this Agreement (i.e., in the case of fraud, willful breach, intentional misrepresentation or active concealment) or become payable pursuant to the terms of this Agreement or the Escrow Agreement. The Escrow Agent shall hold and disburse invest the Deposit Indemnification Escrow Amount in accordance with the following provisions:
i. If terms of the Closing occurs, then Escrow Agreement. Any escrow or closing fees of the Escrow Agent shall deliver be paid 50% by Buyer and 50% by the Deposit Company. Upon any claim for indemnification under Article VIII or for other claims made by Buyer related hereto (including claims pursuant to SellerSection 2.6), the Representative shall serve as the designated representative of the Sellers for purposes of receiving notices, contesting claims, and authorizing payments for such claims. If the Sellers become obligated (whether through mutual agreement between Buyer and the Representative, as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the terms hereof or the terms of the Escrow Agreement) to provide indemnification or another payment pursuant to or in accordance with the terms of this Agreement, Buyer and the Representative shall, if necessary for release of funds from the Escrow Account, execute joint written instructions to the Escrow Agent to disburse the appropriate amounts from the Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement. Subject to the limitations set forth in this Agreement, nothing in this Section 2.7 shall be construed as limiting claims by a Buyer Indemnified Person for satisfaction of any indemnification or other claims under Article VIII or otherwise, to the amount then held in escrow.
(b) The Parties agree for all Tax purposes that: (i) the right of the Sellers to the Indemnification Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provisions of state, local or non-U.S. Law, as appropriate; (ii. If for any reason ) interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; (iii) Buyer shall be treated as the owner of the Indemnification Escrow Amount and all interest and earnings earned from the investment and reinvestment of the Indemnification Escrow Amount, or portion thereof, shall be allocable to Buyer pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; and (iv) in no event shall the total amount of the Indemnification Escrow Amount paid to the Sellers under this Agreement exceed an amount designated by the parties prior to Closing.
(c) Promptly following the date that is the 18-month anniversary of the Closing does not occur Date, Buyer and either party makes a written demand upon the Representative shall cause the Escrow Agent for payment (in accordance with the terms of the DepositEscrow Agreement) to pay (by wire transfer of immediately available funds) to such account(s) designated by the Representative, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereonamount, if any, remaining in the Escrow Account that is not then claimed by Buyer to be owed to a Buyer Indemnified Person, together with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of interest earned on any such noticeamount, demandfor distribution to the Sellers, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely all as a stakeholder at their request may be provided in and for their convenience, that pursuant to the duties terms of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Escrow. a. 11.1 The Option Deposit shall be held in escrow by Escrow Agent. Escrow Agent shall is hereby appointed as Escrow Agent to hold and disburse distribute the Option Deposit in accordance with the terms hereof and Escrow Agent hereby acknowledges receipt of the Option Deposit and agrees to act in such capacity.
11.2 The Option Deposit shall be held in an interest bearing account and interest shall be added to and become part of the Option Deposit, and shall be paid to the party entitled to the Option Deposit (with interest credited to the Purchase Price).
11.3 Escrow Agent will deliver the Option Deposit to Optionee or Owner, as the case may be, upon the following provisionsterms and conditions:
i. If (a) To Owner upon the consummation of the Closing occurscontemplated under the Purchase and Sale Agreement, then the Escrow Agent shall deliver the Deposit to Seller.or
ii. If for any reason the Closing does not occur and either party makes (b) To Owner, upon receipt of a written demand upon Escrow Agent for notice from Owner, stating that Owner is entitled under this Agreement to the Option Deposit and demanding payment of the Depositsame; provided, however, that Escrow Agent shall give written notice to the other party of will not honor such demand. If Escrow Agent does demand until not receive a written objection from the other party to the proposed payment within TEN less than ten (10) days after the giving date on which Escrow Agent shall have delivered a copy of such noticenotice and demand to Optionee, Escrow Agent is hereby authorized to make nor thereafter, if during such payment. If Escrow Agent does receive such written objection within such TEN ten (10) day period or if for any other reason period, Escrow Agent shall have received written notice of objection from Optionee in good faith accordance with the terms set forth below, or
(c) Optionee, upon receipt of a written notice from Optionee, stating that Optionee is entitled under this Agreement to the return of the Option Deposit and demanding return of the same; provided, however, that Escrow Agent will not honor such demand until not less than ten (10) days after the date on which Escrow Agent shall elect have delivered a copy of such notice and demand to Owner, nor thereafter, if during such ten (10) day period, Escrow Agent shall have received written notice of objection from Owner in accordance with the terms set forth below.
11.4 Upon receipt of a written demand for the Option Deposit pursuant to the provisions of Section 11.3(b) or 11.3(c) above, Escrow Agent shall promptly deliver a copy thereof to the other party. The other party shall have the right to object to the delivery of the Option Deposit by delivery to and receipt by Escrow Agent of written notice of objection within ten (10) days after the delivery by Escrow Agent of such copy to the other party, but not thereafter. Upon receipt of such notice of objection, Escrow Agent shall promptly deliver a copy thereof to make such paymentthe party who made the written demand.
11.5 If Escrow Agent shall have received a notice of objection as provided above, within the time therein prescribed, or any disagreement or dispute shall arise between or among any of the parties hereto resulting in adverse claims and demands being made for the Option Deposit whether or not litigation has been instituted, then Escrow Agent shall continue to hold the Option Deposit subject to such amount until otherwise directed by adverse claims and Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with such claims or demand, and (i) in the event of any joint written instructions direction from the parties to this Agreement or a final judgment in court. HoweverOwner and Optionee, Escrow Agent shall have then disburse the right at any time Option Deposit in accordance with said direction, or (ii) in the event Escrow Agent shall receive a written notice advising that a litigation over entitlement to the Option Deposit has been commenced, Escrow Agent may deposit the escrowed proceeds and interest thereon, if any, Option Deposit with the clerk of the Court of Orange Countycourt in which said litigation is pending, Florida. or (iii) Escrow Agent may (but shall give written notice not be required to) take such affirmative steps as it may, at its option, elect in order to substitute another impartial party reasonably acceptable to Owner and Optionee to hold the Option Deposit in accordance with this Agreement subject to such adverse claims including the commencement of such deposit an action for interpleader in a court of competent jurisdiction, the cost thereof to Seller be borne by whichever of Owner and Purchaser. Upon such depositOptionee is the losing party, and thereupon Escrow Agent shall be relieved released of and discharged from all liability hereunder. Owner and Optionee jointly and severally agree to reimburse Escrow Agent for any and all expenses incurred in the discharge of all further obligations and responsibilities hereunderits duties under this Article, including, without limitation, reasonable attorneys’ fees (except to the extent resulting from Escrow Agent’s gross negligence or willful misconduct). Nothing herein, however, shall affect the liability of a defaulting party to another party for reimbursement of any amount paid to Escrow Agent under this Section 11.5.
iii. 11.6 It is expressly understood that Escrow Agent has signed this Agreement acts hereunder as an accommodation to Owner and Optionee and as depository only and is not responsible or liable in any manner whatever for the sole purpose sufficiency, correctness, genuineness or validity of agreeing any instrument deposited with it, or for the form or execution of such instruments or for the identity, authority or right of any person executing or depositing the same, or for the terms and conditions of any instrument pursuant to act as which Escrow Agent in accordance with this Articleor the parties may act. The Escrow Agent shall have no liability other than for its gross negligence or willful misconduct and shall, in all instances, act in accordance with the terms and provisions of this Agreement.
11.7 Escrow Agent shall not have any duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed in good faith by Escrow Agent shall act hereunder as a depository only.
iv. to be genuine, and Escrow Agent shall be protected in relying upon the accuracyAgent, if acting in reliance upon the contentsgood faith, and assuming the genuineness may assume that any person purporting to give it any notice on behalf of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit party in accordance with the provisions hereof has been duly authorized to do so.
11.8 In the event of this Agreement. a dispute between the parties regarding the disposition of the Deposit, Escrow Agent shall take one of the actions described in Section 11.5 above, and upon delivery of the Option Deposit in accordance therewith, Escrow Agent shall be relieved of all liability, responsibility or obligation with respect to or arising out of the Option Deposit and any and all of its obligations therefrom.
11.9 Escrow Agent shall not be liable or responsible for any action taken failure, refusal or omitted by Escrow Agent in good faith and believed by Escrow Agent inability of the depository bank to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by pay the Option Deposit at Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement’s direction, or as for levies by taxing authorities based upon the taxpayer identification number used to establish the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;applicable money market account.
Appears in 1 contract
Escrow. a. Upon delivery of this Agreement properly executed by the Parties, Buyer shall tender 16,441 in ICG Shares (the "Escrowed Amount") to the Escrow Agent, to be held by the Escrow Agent in trust upon the express terms and conditions, with the powers and limitations, and for the exclusive purpose set forth herein. The ICG Shares shall be issued and held in the names of Sellers, in proportion to their ownership of the Company, accompanied with stock powers duly executed in blank by Sellers. Such Escrowed Amount and all proceeds of such Escrowed Amount now or hereafter subject to this Agreement are hereinafter referred to as the "Escrow Assets." The Parties agree that the Escrow Assets are the sole property of Sellers held by the Escrow Agent for the sole purpose of securing the indemnification obligations of Sellers pursuant to Article VIII of the Purchase Agreement. The Sellers shall have the right to vote the ICG Shares held in the Escrow Account, and all dividends paid on the ICG Shares shall be held in the Escrow Account pursuant to this Agreement for the benefit of Sellers.
b. The Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then safeguard the Escrow Agent shall deliver Assets separate and apart from the Deposit to Seller.
iiassets of the Escrow Agent. If for any reason the Closing does not occur and either party makes a written demand upon The Escrow Agent for payment represents that the Escrow Assets shall not at any time, including in the event of the Depositbankruptcy, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period dissolution or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties insolvency of the Escrow Agent hereunder are purely ministerial or otherwise, be or be deemed to be assets of the Escrow Agent.
▇. ▇▇▇▇▇▇▇, as a group, and Buyer shall each execute a certificate of incumbency substantially in nature and shall be expressly limited the form of Exhibit B --------- for the purpose of establishing the identity of the representative(s) of each party entitled to issue instructions or directions to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent pursuant to Paragraph 2 herein on behalf of such party (each such person being referred to herein as "Authorized Representative"). Sellers shall not be liable for any action taken or omitted by designate Sellers' Agent as their Authorized Representative.
d. Each Seller and Buyer shall furnish to the Escrow Agent in good faith and believed by Escrow Agent to be authorized a Form W-8 or within its rights or powers conferred upon it by this AgreementForm W-9, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultas applicable.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Escrow. a. Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN Within three (103) business days after the giving date of such noticeexecution of this Agreement, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in courtshall open an Escrow with Escrow Holder, at Escrow Holder's office. However, The Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. deemed opened when the parties have given Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions Holder an executed copy of this Agreement. This Agreement shall serve as escrow instructions to Escrow Agent Holder, and the parties shall execute additional instructions if Escrow Holder so requires, provided that such instructions do not be liable change the terms of this Agreement but merely offer protection for Escrow Holder. Any additional instructions shall provide that this Agreement shall prevail in case of any action taken or omitted by inconsistency between it and the additional instructions. Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it shall close on the Closing Date concurrently with the closing of the transaction contemplated by this Agreement, except and the parties acknowledge that the Bargain and Sale Deeds ("Deeds") and the Memoranda of Lease shall be deposited with Escrow Holder for recordation at the Closing Date consistent with the terms of this Agreement. When Title Company (hereinafter defined) is in a position to issue the Title Policies (hereinafter defined), and upon instructions from Seller and Buyer, Escrow Holder shall immediately close Escrow by recording the Deeds and the Memoranda of Lease in the appropriate counties. The failure of Seller or Buyer to be in a position to close Escrow by the Closing Date for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or other than failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent a condition shall be relieved and released from any liability constitute a default under this Agreement. If Escrow Holder is not in a position to close Escrow on the Closing Date, except in connection with it shall close as soon thereafter as possible, unless prior to closing, it receives notice from either party directing it not to close. Close of Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights occur when Escrow Holder performs all of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: acts listed below:
(i) hold Record the Deeds with instructions for the county recorders to send the Deeds to Buyer and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; attach tax information after recording;
(ii) deposit Record the Deposit in Memoranda of Lease with instructions for the county recorders to send the Memoranda of Lease to Buyer;
(iii) Instruct the Title Company to deliver the Title Policies to Buyer; and
(iv) Forward to Seller and Buyer an appropriate court accounting of lawall funds received and disbursed for each party and copies of all executed and recorded or filed documents, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability with recording or obligation under this Agreement;filing dates shown thereon.
Appears in 1 contract
Escrow. a. To insure the availability for delivery of Grantee’s unvested Shares upon cancellation and forfeiture pursuant to Section 4, Grantee hereby irrevocably appoints the Secretary of the Company or any other person designated by the Company (the “Escrow Agent”), as escrow agent and as its attorney‑in‑fact to deliver unto the Company such unvested Shares, if any, forfeited to the Company and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the unvested Shares. The unvested Shares shall be held by the Escrow Agent shall hold and disburse in escrow until such unvested Shares become vested, or until such time as this Agreement is no longer in effect. Upon vesting of the Deposit in accordance with the following provisions:
i. If the Closing occursShares, then the Escrow Agent shall promptly deliver to Grantee the Deposit certificate or certificates representing such vested Shares in the Escrow Agent’s possession belonging to Seller.
ii. If for any reason Grantee, and the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for ; provided, however, that the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties nevertheless retain such certificate or responsibilities except those set forth in certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement Agreement. Grantee hereby irrevocably authorizes and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of directs the Escrow Agent hereunder are purely ministerial in nature to transfer the unvested Shares which have been cancelled and shall be expressly limited forfeited to the safekeeping and disposition of the Deposit in accordance with the provisions of this AgreementCompany. The Escrow Agent shall not be liable for any action taken act it may do or omitted by Escrow Agent omit to do with respect to holding the Shares in escrow and while acting in good faith and believed in the exercise of its judgment. Transferability. Unvested Shares may not be transferred in any manner. Transfer or sale of vested Shares is subject to restrictions on transfer imposed by Escrow Agent to be authorized or within its rights or powers conferred upon it by the Plan and this Agreement, except for and any damage caused by Escrow Agent's own gross negligence or willful defaultapplicable state and federal securities laws. Escrow Agent Any transferee shall not have any liability or obligation for loss of hold such Shares subject to all or any portion the provisions of the Deposit by reason Plan and of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Sunstone Hotel Investors, Inc.)
Escrow. a. Escrow Agent The certificates for the Restricted Stock shall hold and disburse the Deposit be deposited in accordance escrow with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Secretary of the Deposit, Escrow Agent shall give written notice Company (or an Assistant Secretary if you are serving as Secretary) to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit held in accordance with the provisions of this Agreementparagraph. Escrow Agent Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit A. The deposited certificates shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Company, you shall be issued an instrument of deposit acknowledging the number of shares of Stock delivered in escrow to the Secretary of the Company. All dividends or other distributions on the vested Stock (or other securities at the time held in escrow) shall be paid directly to you and shall not be liable for any action taken held in escrow. Any cash dividends on the Restricted Stock (or omitted by Escrow Agent other restricted securities at the time held in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent escrow) shall not have any liability or obligation for loss of all or any portion remain in escrow with the Secretary of the Deposit by reason of Company (or an Assistant Secretary) until such restrictions lapse as provided herein on the insolvency underlying Stock, or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent if such restrictions fail to lapse shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vireturned to the Company upon termination of your employment. In the event that of any stock dividend, stock split, recapitalization or other change affecting the Company’s outstanding common stock as a dispute shall arise class effected without receipt of consideration or in connection the event of a stock split, a stock dividend or a similar change in the Company Stock, any new, substituted or additional securities or other property which is by reason of such transaction distributed with this Agreement, or as respect to the rights Restricted Stock shall be immediately delivered to the Secretary of the parties Company (or Assistant Secretary) to be held in escrow hereunder, and to, such securities shall be subject to the same vesting and forfeiture provisions hereunder as shall apply to the underlying Restricted Stock. The shares of Stock held in escrow hereunder shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the disposition ofCompany for repurchase and cancellation: • As your shares vest as described above, the Depositcertificates for such vested shares shall be released from escrow and delivered to you or to your custodian, Escrow Agent at your request, as soon as is practicable. • Upon termination of your employment, any escrowed shares in which you are at the time vested shall be promptly released from escrow. • Any escrowed certificates for vested shares of Stock subject to the Vested Stock Repurchase Obligation shall, concurrently with the payment by the Company of the purchase price for such shares of Stock, be surrendered to the Company for cancellation, and you shall have the right to: (i) hold and retain all or any part no further rights with respect to such shares of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;Stock.
Appears in 1 contract
Sources: Executive Restricted Stock Agreement (Orbimage Inc)
Escrow. a. Escrow Agent If the Restricted Stock is certificated, the certificates for the Restricted Stock shall hold and disburse the Deposit be deposited in accordance escrow with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Secretary of the Deposit, Escrow Agent shall give written notice Corporation to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit held in accordance with the provisions of this Agreementparagraph. Escrow Agent Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit B. The deposited certificates shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Corporation, you shall be issued an instrument of deposit acknowledging the number of shares of Stock delivered in escrow to the Secretary of the Corporation. If so noted on the cover page all regular cash dividends on the Stock (or other securities at the time held in escrow) shall be paid directly to you and shall not be liable for held in escrow. However, in the event of any action taken stock dividend, stock split, recapitalization or omitted other change affecting the Corporation's outstanding common stock as a class effected without receipt of consideration or in the event of a stock split, a stock dividend or a similar change in the Corporation Stock, any new, substituted or additional securities or other property which is by Escrow Agent in good faith and believed by Escrow Agent reason of such transaction distributed with respect to the Stock shall be immediately delivered to the Secretary of the Corporation to be authorized held in escrow hereunder, but only to the extent the Stock is at the time subject to the escrow requirements hereof. The release of any vested shares (or other vested assets and securities) from escrow shall be effected within its rights or powers conferred upon it by thirty (30) days following the date on which such shares first become vested. Withholding Taxes You agree, as a condition of this Agreement, except for that you will make acceptable arrangements to pay any damage caused by Escrow Agent's own gross negligence withholding or willful default. Escrow Agent shall not have any liability or obligation for loss other taxes that may be due relating to your Restricted Stock and the issuance of all or any portion shares of Stock with respect to the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability Restricted Stock under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that the Corporation or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the Restricted Stock or the issuance of shares of Stock with respect to the Restricted Stock under this Agreement, the Corporation or any Affiliate will have the right to (i) require you to tender a dispute shall arise cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulation Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with this Agreementthe Restricted Stock to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Corporation or an Affiliate, or as (iv) require you to deliver to the rights Corporation shares of Stock already owned by you to meet such obligations; provided that the parties in and to, or shares of Stock delivered will have an aggregate Fair Market Value not exceeding the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part minimum amount of the Deposit until such dispute is settled or finally determined tax required to be withheld by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;applicable laws.
Appears in 1 contract
Escrow. a. (a) Escrow Agent shall hold and disburse the Deposit in accordance Account No. 1117011966 has been opened with the following provisions:
i. If Title Company and the Closing occurs, then parties shall provide escrow instructions consistent with this Section to the Escrow Agent shall deliver Title Company prior to the Deposit to Sellerclose of escrow.
ii. If for (b) SELLER shall bear the cost of any reason transfer taxes, recording fees, title insurance, reconveyance fees, mortgage prepayment penalty, escrow fees and any other closing costs incidental to the Closing does not occur and either party makes a written demand upon Escrow Agent for payment conveying of the Deposit, Escrow Agent shall give written notice Property to CITY.
(c) Any delinquent taxes on the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent Property shall be relieved and discharged paid in full by SELLER on or before the close of all further obligations and responsibilities hereunder.
iiiescrow. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent Taxes, not yet delinquent, shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit paid by SELLER in accordance with the provisions of California Revenue and Tax Code ("Code") Section 5086. CITY shall have no responsibility to reimburse SELLER for any taxes SELLER paid which are allocable to that part of the fiscal year that begins on the date of apportionment determined pursuant to Code Section 5082. SELLER shall be solely responsible for seeking any refund, for which SELLER may be eligible, under Code Section 5096.7.
(d) Prior to the close of escrow each party shall have also deposited such funds, if any, as may be required to pay its share of prorations and closing costs pursuant to this Agreement. Escrow Agent .
(e) In closing escrow, the Title Company shall not be liable for any action taken or omitted by Escrow Agent promptly undertake all of the following in good faith and believed by Escrow Agent the manner indicated:
(i) cause the Grant Deed to be authorized or within its rights or powers conferred upon it by this Agreementrecorded in the Official Records of Santa ▇▇▇▇▇ County, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss State of all or any California.
(ii) disburse the cash portion of the Deposit Purchase Price deposited with escrow holder by reason CITY to SELLER.
(iii) disburse and deliver to such persons or entities any and all other funds and documents which Title Company is authorized or required to deliver or distribute pursuant to these, or any additional escrow instructions. SELLER and CITY hereby agree, upon request of the insolvency Title Company, to execute and deliver to escrow holder such other specific or failure of the institution of depository with whom the general escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except instructions which escrow holder may reasonably require in connection with Escrow Agent's gross negligence or willful defaultthe performance of its obligations hereunder.
vi. In the event that (iv) record a dispute shall arise memorandum of option to lease in connection with this Agreement, or as to the rights favor of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;SELLER.
Appears in 1 contract
Sources: Purchase Agreement
Escrow. a. Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions:
i. If On the Closing occursDate, then Purchaser shall deliver to the Escrow Agent Agent, as a contribution to the Escrow Account, the Escrow Amount, which shall deliver be available to compensate Purchaser (on behalf of itself or any other Purchaser Indemnified Persons) for Damages pursuant to the Deposit indemnification obligations of the Company and Shareholders set forth in Article VIII of this Agreement, the Escrow Agreement and pursuant to Seller.
ii. If Section 2.4(e) for any reason the Closing does not occur and either party makes a written demand upon Purchase Price Deficit. The Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent Amount shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for held by the sole purpose of agreeing to act as Escrow Agent in accordance with the terms of this ArticleAgreement and the terms of the Escrow Agreement. As promptly as practicable following the date that is 18 months following the Closing Date (the “Escrow Release Date”), the Escrow Agent shall have no duties or responsibilities except those set forth disburse to the Shareholders any amount then remaining in this Agreement and Seller and Purchaser agree and acknowledge that the Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon Account less the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties portion of the Escrow Agent hereunder are purely ministerial Amount required to address (x) all unsatisfied or disputed claims for indemnification specified in nature and shall be expressly limited any claim notice delivered to the safekeeping and disposition of Escrow Agent prior to the Deposit Escrow Release Date in accordance with Article VIII, and (y) any pending dispute with respect to the provisions determination of this AgreementFinal Purchase Consideration which, if determined in favor of Purchaser in accordance with Section 2.4(e), would result in a Purchase Price Deficit. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any Any portion of the Deposit by reason Escrow Amount held following the Escrow Release Date with respect to pending but unresolved claims for indemnification or a Purchase Price Deficit that is not awarded to Purchaser upon the resolution of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent such claims shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as disbursed within ||||| ||||| Business Days following final resolution of such claims to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;Shareholders.
Appears in 1 contract
Escrow. a. Escrow Agent shall hold and disburse The transaction contemplated by the Deposit in accordance Contract will be accommodated through an escrow (the “Escrow”) established with the following provisions:
i. If entity appointed as closing agent on the Selection Order (the “Closing Agent”). Buyer has the right (in Buyer’s sole discretion), at the time Buyer enters into this Agreement, to designate the law firm and/or attorney, as applicable, to act as the Closing occurs, then Agent under the Escrow Contract so long as such entity is experienced in performing and qualified to perform the duties of Closing Agent shall deliver under the Deposit to Seller.
iiContract and such entity has an office open during customary business hours in the same municipality as the Meritage office designated at the end of this Agreement. If for any reason Buyer selects an “Alternative Closing Agent” (as identified in the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the DepositSelection Order), Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent Meritage shall have the right at any time to deposit refuse to deal with such Alternative Closing Agent if, in Meritage’s sole and absolute discretion, the escrowed proceeds procedures and/or documents required by such Alternative Closing Agent are not satisfactory to Meritage, and interest thereonin such event Meritage may cancel the Contract, if anywhereupon any ▇▇▇▇▇▇▇ Money shall be returned to Buyer and neither party shall have any further rights, with obligations, or liabilities under the clerk Contract (except for those that specifically survive such cancellation). Following Buyer’s initial designation of the Court of Orange CountyClosing Agent, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for Buyer cannot change the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Closing Agent without verifying the truth or accuracy of any Meritage’s prior written consent (which consent may be withheld by Meritage in its sole discretion). If Meritage does not provide such noticewritten consent, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right tothen: (i) hold Meritage is deemed to have disapproved Buyer’s attempted change of Closing Agent; and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit Buyer shall be deemed to be in default under the Deposit in an appropriate court of law, following which Escrow Agent shall thereby Contract and thereafter be relieved Meritage may immediately exercise all rights and released from any liability or obligation remedies under this Agreement;the Contract.
Appears in 1 contract
Sources: New Home Purchase Agreement
Escrow. a. The Deposit and any other sums which the parties agree shall be held in escrow, and any interest earned thereon (herein collectively called the "Escrow Agent Deposits"), shall hold be held by the Escrow Agent, in trust, and disburse the Deposit disposed of only in accordance with the following provisions:
i. (a) The Escrow Agent shall invest the Escrow Deposits in government insured interest-bearing instruments reasonably satisfactory to both Buyer and Seller or in a mutual fund with assets in excess of One Billion Dollars which invests in government-issued interest bearing instruments reasonably satisfactory as aforesaid, shall not commingle the Escrow Deposits with any funds of the Escrow Agent or others, and shall promptly provide Buyer and Seller with confirmation of the investments made.
(b) If the Closing occurs, then the Escrow Agent shall deliver the Deposit to SellerEscrow Deposits to, or upon the instructions of, Seller on the Closing Date and the Escrow Deposits shall be credited on account of the Purchase Price.
ii(c) If for any reason the Closing does not occur, the Escrow Agent shall deliver the Escrow Deposits to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this Subsection (c). If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the DepositEscrow Deposits, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN ten (10) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentperiod, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement signed by Seller and Buyer or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. (d) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties Escrow Agent shall not be deemed to be the agent of either of the Escrow Agent hereunder are purely ministerial in nature parties, and shall be expressly limited to that the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or omitted made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any Liabilities (including reasonable attorneys' fees and expenses) incurred by Seller or Buyer resulting from the Escrow Agent's mistake of law respecting the Escrow Agent's scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all Liabilities, including reasonable attorneys' fees and expenses, incurred in connection with the performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in good faith bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent.
(e) Buyer shall pay any income taxes on any interest earned on the Escrow Deposits. Buyer represents and believed by warrants to the Escrow Agent that its taxpayer identification number is ▇▇-▇▇▇▇▇▇▇.
(f) The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. confirm that the Escrow Agent shall not have any liability or obligation for loss of all or any portion of hold the Deposit by reason of Escrow Deposits, in escrow, and shall disburse the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this AgreementEscrow Deposits, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as pursuant to the rights provisions of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;Article 13.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Escrow. a. (a) Purchaser and Seller each shall promptly deposit a copy of this Agreement executed by such party (or either of them shall deposit a copy executed by both Purchaser and Seller) with Escrow Agent, and, upon receipt of the Deposit from Purchaser, Escrow Agent shall hold immediately execute this Agreement where provided below. This Agreement, together with such further instructions, if any, as the parties shall provide to Escrow Agent by written agreement, shall constitute the escrow instructions. If any requirements relating to the duties or obligations of Escrow Agent hereunder are not acceptable to Escrow Agent, or if Escrow Agent requires additional instructions, the parties hereto agree to make such deletions, substitutions and disburse additions hereto as counsel for Purchaser and Seller shall mutually approve, which additional instructions shall not substantially alter the Deposit terms of this Agreement unless otherwise expressly agreed to by Seller and Purchaser.
(b) Escrow Agent is hereby designated the "real estate reporting person" for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Agent shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Agent shall file Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation. Seller and Purchaser shall promptly furnish their federal tax identification numbers to Escrow Agent and shall otherwise reasonably cooperate with Escrow Agent in accordance connection with the following provisions:Escrow Agent's duties as real estate reporting person.
i. If the Closing occurs, then (c) The parties acknowledge that the Escrow Agent shall deliver be conclusively entitled to rely, except as hereinafter set forth, upon a certificate from Purchaser or Seller as to how the Deposit (which, for purposes of this Section shall be deemed to Seller.
ii. If for also include any reason other escrowed funds held by the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of pursuant to this Agreement) should be disbursed. Any notice sent by Seller or Purchaser (the Deposit, "Notifying Party") to the Escrow Agent shall give written be sent simultaneously to the other noticed parties pursuant to Section 20(f) herein (the "Notice Parties"). If the Notice Parties do not object to the Notifying Party's notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN ten (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk Notice Parties' receipt of the Court of Orange CountyNotifying Party's certificate to the Escrow Agent, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iiiable to rely on the same. If the Notice Parties send, within such ten (10) days, written notice to the Escrow Agent has signed this Agreement for disputing the sole purpose of agreeing to act as Notifying Party's certificate, a dispute shall exist and the Escrow Agent in accordance with this Articleshall hold the Deposit as hereinafter provided. The parties hereto hereby acknowledge that Escrow Agent shall have no duties or responsibilities except those set forth liability to any party on account of Escrow Agent's failure to disburse the Deposit if a dispute shall have arisen with respect to the propriety of such disbursement and, in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness event of any noticedispute as to who is entitled to receive the Deposit, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit disburse them in accordance with the provisions final order of this Agreementa court of competent jurisdiction, or to deposit or interplead such funds into a court of competent jurisdiction pending a final decision of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure to any action taken or omitted by Escrow Agent in good faith depository and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, otherwise liable except in connection with the event of Escrow Agent's gross negligence or willful default.
vimisconduct. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, The Escrow Agent shall have be reimbursed on an equal basis by Purchaser and Seller for any reasonable expenses incurred by the right Escrow Agent arising from a dispute with respect to the Deposit. The obligations of Seller with respect to the Escrow Agent are intended to be binding only on Seller and Seller's assets and shall not be personally binding upon, nor shall any resort be had to: (i) hold and retain all or , the private properties of any part of the Deposit until such dispute is settled partners, officers, directors, shareholders or finally determined by litigation, arbitrationbeneficiaries of Seller, or otherwise; (ii) deposit the Deposit in an appropriate court of lawany partners, following which Escrow Agent shall thereby and thereafter be relieved and released from officers, directors, shareholders or beneficiaries of any liability partners of Seller, or obligation under this Agreement;of any of Seller's employees or agents.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Golden Enterprises Inc)
Escrow. a. Escrow Agent If the Restricted Stock is certificated, the certificates for the Restricted Stock shall hold and disburse the Deposit be deposited in accordance escrow with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Secretary of the Deposit, Escrow Agent shall give written notice Corporation to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit held in accordance with the provisions of this Agreementparagraph. Escrow Agent Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit B. The deposited certificates shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Corporation, you shall be issued an instrument of deposit acknowledging the number of shares of Stock delivered in escrow to the Secretary of the Corporation. If so noted on the cover page, all regular cash dividends on the Stock (or other securities at the time held in escrow) shall be paid directly to you and shall not be liable for held in escrow. However, in the event of any action taken stock dividend, stock split, recapitalization or omitted other change affecting the Corporation’s outstanding common stock as a class effected without receipt of consideration or in the event of a stock split, a stock dividend or a similar change in the Corporation Stock, any new, substituted or additional securities or other property which is by Escrow Agent in good faith and believed by Escrow Agent reason of such transaction distributed with respect to the Stock shall be immediately delivered to the Secretary of the Corporation to be authorized held in escrow hereunder, but only to the extent the Stock is at the time subject to the escrow requirements hereof. The release of any vested shares (or other vested assets and securities) from escrow shall be effected within its rights or powers conferred upon it by thirty (30) days following the date on which such shares first become vested. Withholding Taxes You agree, as a condition of this Agreement, except for that you will make acceptable arrangements to pay any damage caused by Escrow Agent's own gross negligence withholding or willful default. Escrow Agent shall not have any liability or obligation for loss other taxes that may be due relating to your Restricted Stock and the issuance of all or any portion shares of Stock with respect to the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability Restricted Stock under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that the Corporation or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the Restricted Stock or the issuance of shares of Stock with respect to the Restricted Stock under this Agreement, the Corporation or any Affiliate will have the right to (i) require you to tender a dispute shall arise cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulation Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with this Agreementthe Restricted Stock to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Corporation or an Affiliate, or as (iv) require you to deliver to the rights Corporation shares of Stock already owned by you to meet such obligations; provided that the parties in and to, or shares of Stock delivered will have an aggregate Fair Market Value not exceeding the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part minimum amount of the Deposit until such dispute is settled or finally determined tax required to be withheld by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;applicable laws.
Appears in 1 contract
Escrow. a. The funds received by Gibraltar Bank (the “Escrow Agent”) in accordance with Section 2.2 of this Agreement shall be held in escrow pursuant to the terms and conditions of this Section 2.3 of the Agreement. The funds shall be held in a non-interest bearing account. The Escrow Agent shall hold and disburse the Deposit funds to the Company, or as the Company shall in accordance with writing direct, upon receipt of written confirmation to Escrow Agent from WindsorTech and B▇▇▇▇▇ Partners, LP pursuant to the following provisions:
i. Escrow Agreement of even date herewith, that all closing contingencies have been met. If the Closing occursclosing of such transaction has not taken place by the closing date as defined in this Agreement, then or the closing date as extended as defined in this Agreement, the Escrow Agent shall deliver return such funds to the Deposit Investors immediately and shall return all executed documents to Seller.
iithe Company. If for any reason The Investors and the Closing does not occur Company, jointly and either party makes a written demand upon severally, agree to indemnify Escrow Agent for payment of the Depositfor, and to hold it harmless against, any loss, liability, damage or expense incurred by Escrow Agent shall give written notice arising out of, or in connection with, this Agreement, any litigation arising in connection with this Agreement or any transaction related in any way hereto, including but not limited to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason attorneys' fees incurred by Escrow Agent in good faith shall elect not the event of any question as to make such paymentthe provisions hereof or its duties hereunder, and other costs and expenses incurred by Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations fulfilling its duties and responsibilities hereunder.
iii. , or incurred by Escrow Agent has signed this Agreement defending itself against any claim of liability (other than, in all such cases, for the sole purpose of agreeing to act as Escrow Agent in accordance with this ArticleAgent’s willful misconduct or gross negligence). Escrow Agent shall have no duties or responsibilities arising from this Agreement except those expressly set forth in this Agreement Section 2.3 and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent it shall not be liable for bound by any action taken notice of claim or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreementdemand, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency waiver, modification or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent amendment unless it shall have the right to: (i) hold and retain all or any part given its prior written consent thereto. Page 4 of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;26
Appears in 1 contract
Sources: Stock Purchase Agreement (Qsgi Inc.)
Escrow. a. (a) Escrow Agent shall will hold and disburse the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the following provisions:
i. If event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, except as otherwise set forth herein, and shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to the Purchaser. In the event the Closing occurs, then the Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller.
ii. If for any reason , and Purchaser shall receive a credit against the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, including the interest. In all other instances, Escrow Agent shall give written notice not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute the release of such demandthe ▇▇▇▇▇▇▇ Money Deposit. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent no dispute is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentso delivered, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from disburse the parties to this Agreement or a final judgment in court▇▇▇▇▇▇▇ Money Deposit as directed. HoweverPurchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇.
(b) Escrow Agent shall have not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the right at any time parties agree to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Court of Orange County, Florida. indemnify Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, hold Escrow Agent shall be relieved harmless from any and discharged of all further obligations and responsibilities hereunder.
iiiclaims, damages, losses or expenses arising in connection herewith. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their mutual convenience, that . In the duties of the event Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited receives written notice of a dispute between the parties with respect to the safekeeping ▇▇▇▇▇▇▇ Money Deposit and disposition of the Deposit interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in accordance a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the provisions clerk of this Agreementany court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken taken, suffered or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultthe advice of such counsel.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P)
Escrow. a. The parties agree that Berkman, Henoch, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C. shall be appointed to serve as Escrow Agent under this Agreement to hold the Securities. The Escrow Agent shall hold the Securities in escrow pursuant to the terms of this Agreement and disburse the Deposit in accordance Promissory Note. The Escrow Agent shall release the Securities to each Investor promptly upon notification from the Company that such Investor has complied with the following provisions:
i. If terms of the Closing occursPromissory Note. In the event the Registration Statement has not been declared effective on or prior to the one year anniversary of the date of this Agreement (i) the Company shall return to each Investor the payment each Investor made to the Company pursuant to Section 3.1 herein, then and (ii) the Escrow Agent shall deliver return the Deposit Securities to Seller.
iithe Company for cancellation. If for Should any reason party attempt to change this Agreement in a manner which, in the Closing does not occur and either party makes a written demand upon Escrow Agent’s discretion, shall be undesirable, the Escrow Agent for payment of the Deposit, may resign as Escrow Agent shall give written notice to by notifying the other party of such demandCompany and the Investors in writing. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, The Escrow Agent shall be relieved reimbursed by the Company and discharged of all further obligations the Investors for any reasonable expenses incurred in the event there is a conflict between the parties and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
ivdeem it necessary to retain counsel. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent it in good faith in accordance with the advice of the Escrow Agent’s counsel; and believed by in no event shall the Escrow Agent to be authorized liable or within its rights or powers conferred upon it by this Agreement, responsible except for any damage caused by the Escrow Agent's ’s own gross negligence or willful defaultmisconduct. The Escrow Agent shall not have any has no liability or obligation for loss of all or any portion of hereunder to either party other than to hold the Deposit by reason of Securities and funds and to deliver them under the insolvency or failure of terms hereof. Each party hereto agrees to indemnify and hold harmless the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved from and released from with respect to any liability under suits, claims, actions or liabilities arising in any way out of this Agreementtransaction including the obligation to defend any legal action brought which in any way arises out of or is related to this Escrow. The parties acknowledge that Berkman, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this AgreementHenoch, or as ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C. is counsel to the rights Company, and the Investors waive any claim for conflict of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following interest which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;may arise.
Appears in 1 contract
Sources: Subscription Agreement (Supreme Realty Investments, Inc.)
Escrow. a. If this Agreement or any matter relating hereto shall become the subject of any litigation or controversy, 45 Buyer and Seller agree, jointly and severally, to hold Escrow Agent shall hold Holder free and disburse harmless from any loss or expense, except losses or 46 expenses as may arise from Escrow Holder's negligence or willful misconduct. If conflicting demands are made or notices 47 served upon Escrow Holder with respect to this Agreement, the Deposit parties expressly agree that Escrow is entitled to file a suit in accordance 48 interpleader and obtain an order from the Court authorizing Escrow Holder to deposit all such documents and monies with the following provisions:
i. If the Closing occurs49 Court, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection obtain an order from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from court requiring the parties to this Agreement or a final judgment in courtinterplead and litigate their several claims and rights among 50 themselves. HoweverUpon the entry of an order authorizing such Interpleader, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent Holder shall be relieved fully released and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent Each party acknowledges that he/she has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracyread, acting in reliance upon the contentsunderstood, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given agrees to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request each and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions every provision of this page unless a particular paragraph is otherwise modified by addendum or counteroffer. Buyer's Name: Capital Homes LLC ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇ BUYER(S) INITIALS: / Property Address: Henderson, 89015 SELLER(S) INITIALS: / 1 from any obligations imposed upon it by this Agreement. ; and Escrow Agent Holder shall not be liable for the sufficiency or correctness 2 as to form, manner, execution or validity of any action taken instrument deposited with it, nor as to the identity, authority or omitted by rights of any 3 person executing such instrument, nor for failure of Buyer or Seller to comply with any of the provisions of any 4 agreement, contract or other instrument filed with Escrow Agent in good faith and believed by Escrow Agent Holder or referred to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful defaultherein. Escrow Agent Holder's duties hereunder shall not have any liability or obligation for loss be 5 limited to the safekeeping of all monies, instruments or any portion of the Deposit other documents received by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit it as Escrow Holder, and for their disposition 6 in accordance with the terms of this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise an action is instituted in connection with this Agreementescrow, 7 in which ESCROW HOLDER is named as a party or as is otherwise compelled to make an appearance, all costs, expenses 8 attorney fees, and judgments ESCROW HOLDER may expend or incur in said action, shall be the rights responsibility of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;9 hereto.
Appears in 1 contract
Sources: Vacant Land Purchase Agreement
Escrow. a. Concurrently with the full execution of this Contract of Sale, Purchaser has delivered to Escrow Agent, a check(s) (subject to collection) in the amount of $100,000.00 as the downpayment (the "Downpayment"). Escrow Agent shall hold and disburse deposit the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Downpayment into an interest-bearing account(s) maintained at a federally insured financial institution(s). Escrow Agent shall deliver the Deposit to Seller.
iiDownpayment in accordance with this Contract of Sale, or a joint instruction signed by Seller and Purchaser, or separate instructions of like tenor signed by Seller and Purchaser, or a final judgment of a court of competent jurisdiction. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of hereby is authorized and directed to deliver the DepositDownpayment to Seller if, Escrow Agent shall give written notice to the other party of such demandas and when title closes. If Escrow Agent does not shall receive a written request by one party for the release of the escrow, Escrow Agent will give a copy thereof to the other party. If Escrow Agent shall not receive an objection from the other party to the proposed payment within TEN five (105) days after the giving of such noticebusiness days, then Escrow Agent is hereby authorized to make such paymentshall so release the Downpayment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentreceives an objection, then Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment Downpayment in courtaccordance with the terms hereof. However, Escrow Agent shall have the right at any time to may deposit the escrowed proceeds Downpayment with a court of competent jurisdiction, and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written upon notice of such deposit to Seller and Purchaser. Upon Purchaser of such deposit, Escrow Agent shall be relieved and discharged of all have no further obligations and responsibilities responsibility or liability hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to may act as upon any instruction or other writing believed by Escrow Agent in accordance with this Articlegood faith to be genuine and to be signed or presented by the proper persons. Except as otherwise noted herein, any interest or income thereon shall be paid to the party entitled to receive the Downpayment; provided, however, that if Seller shall receive the interest at Closing then such interest shall serve as a credit against the Purchase Price. It is understood and agreed that if a check for any portion of the Downpayment shall fail to clear then Escrow Agent shall deliver the portion, if any, of the Downpayment that shall have no duties cleared (together with any interest earned thereon) to Seller and this Contract of Sale shall terminate and neither party shall have any further obligations hereunder to the other except that Seller shall be permitted to attempt to collect from Purchaser on the check that shall have failed to clear by commencing litigation or responsibilities except those set forth in this Agreement and otherwise as provided for by law. Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as merely a stakeholder at their request stakeholder, and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial shall not be liable for any act or omission unless taken or suffered in nature and shall be expressly limited to the safekeeping and disposition of the Deposit bad faith, in accordance with the provisions willful disregard of this AgreementContract of Sale or involving gross negligence. Escrow Agent shall not be liable for the failure of the institution(s) in which the Downpayment has been deposited or for establishing accounts in excess of applicable guaranty limits. Seller and Purchaser agree to indemnify and hold Escrow Agent harmless from and against any reasonable costs, claims or expenses incurred in connection with the performance of the Escrow Agent's duties hereunder, unless such costs, claims or expenses were occasioned by Escrow Agent's gross negligence, bad faith or willful disregard of this Contract of Sale. Escrow Agent shall not be bound by any agreement between Seller and Purchaser (other than this Contract of Sale), whether or not Escrow Agent has knowledge thereof, and Escrow Agent's only duties and responsibilities shall be to hold, and to dispose of, the Downpayment and interest earned thereon in accordance with this Contract of Sale. Escrow Agent may consult with counsel, and any opinion of counsel shall be full and complete authorization and protection in respect to any action taken or omitted by Escrow Agent hereunder in good faith and believed by Escrow Agent in reliance upon such opinion. All instructions or notices given to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved in writing and released from any liability under delivered in accordance with the requirements of this AgreementContract of Sale. For purposes of this paragraph, such instructions and notices shall be deemed delivered on the date of delivery, if by hand, or on the date of mailing if mailed, except in connection with Escrow Agent's gross negligence that no instruction or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as notice to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which be deemed effectively delivered to Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;until actual receipt thereof by Escrow Agent.
Appears in 1 contract
Sources: Contract of Sale (BRT Realty Trust)
Escrow. a. Escrow Agent shall hold and disburse The escrow of the Deposit in accordance with shall be subject to the following provisions:
i. If (a) Seller and Buyer hereby appoint Esanu Katsky ▇▇▇▇▇▇ & Siger, LLP ("Escrowee") to serve as Escrowee pursuant to the Closing occurs, then the Escrow Agent terms of this Agreement.
(b) Buyer shall deliver pay the Deposit by an unendorsed check subject to Seller.
iicollection, drawn on a bank which is a member of the New York Clearing House Association, payable to the order of and delivered to Escrowee. If for Escrowee shall deposit the Deposit in an interest-bearing bank account at ▇▇ ▇▇▇▇▇▇ Chase Bank, but Escrowee shall have no obligation to obtain any reason specific interest rate on the Closing does not occur and either Deposit. Any party makes a written demand upon Escrow Agent that shall receive interest on the Deposit shall be responsible for payment of any applicable income taxes thereon. The tax identification numbers of the Deposit, Escrow Agent parties are set forth opposite their signatures to this Agreement. Any party entitled to receive interest on the Deposit shall give written notice furnish an executed and completed IRS Form W-9 to the other party Escrowee prior to delivery of such demand. interest.
(c) If Escrow Agent does this transaction shall not receive close as a written objection from result of Buyer's default hereunder, then, in such event, the other party Deposit and any accrued interest on the Deposit shall be delivered to the proposed payment Seller as and for liquidated damages within TEN ten (10) days after following written demand by Seller, with a copy to be delivered to Buyer, provided Buyer shall have failed to object to the giving release within five (5) days following receipt of such noticedemand by Seller. It is understood that since it would be impossible to ascertain the amount of damages in the event of such default by Buyer, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties agree that the Deposit plus interest thereon would constitute a fair and reasonable sum to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of cover such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunderdamages.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. (d) The parties acknowledge that Escrow Agent Escrowee is acting solely as a stakeholder at their request and for their convenience, convenience and that Escrowee shall not be deemed to be the duties agent or trustee for either of the Escrow Agent hereunder are purely ministerial in nature and parties except that Seller shall be expressly limited to bear the safekeeping and disposition responsibility for any loss of the Deposit in accordance with due to the provisions wrongful acts of this Agreement. Escrow Agent Escrowee.
(e) Escrowee shall not be liable to either of the parties for any action taken mistake of fact or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized of law or within its rights error of judgment or powers conferred upon any act or omission of any kind unless it by this Agreement, except for any damage caused by Escrow Agent's own involves willful misconduct or gross negligence or willful defaulton the part of Escrowee. Escrow Agent Without limiting the generality of the foregoing, Escrowee shall not have be responsible or liable in any liability manner whatsoever for (i) the sufficiency, correctness, genuineness, or obligation for validity of any check or other instrument delivered to it, (ii) the form of execution of any such instruments, (iii) the identity, authority or rights of any person executing or delivering any such instrument, (iv) the terms and conditions of any instrument pursuant to which the parties may act, (v) any loss of all interest resulting from a delay in investing or reinvesting the Deposit and (vi) any loss resulting from, in connection with, or arising from the deposit or investment of the Deposit as provided herein, including, but not limited to, the failure, refusal or inability of any institution with which the Deposit has been deposited or invested to repay any portion of the principal amount of or any interest accrued on the Deposit.
(f) Seller and Buyer, jointly and severally, hereby indemnify and hold Escrowee harmless from and against all costs, claims, losses, liabilities and expenses, including, without limitation, reasonable attorneys' fees, incurred in connection with or arising from the performance of Escrowee's duties hereunder, except with respect to acts or omissions involving willful misconduct or gross negligence on the part of Escrowee, and provided that Escrowee shall not charge any fees for the performance of its services in the ordinary course. Such indemnity shall survive the Closing or termination of this Agreement.
(g) Notwithstanding anything to the contrary contained herein, Buyer agrees that Esanu Katsky ▇▇▇▇▇▇ & Siger, LLP may represent Seller as Seller's counsel in any action, suit or other proceeding between Seller and Buyer, or in which Seller and Buyer may be involved.
(h) No change or termination of this Agreement affecting the rights, duties or liabilities of Escrowee shall be binding upon Escrowee unless agreed to in writing by Escrowee.
(i) At the Closing, the Deposit together with any interest earned thereon shall be paid by reason of Escrowee to Seller, and Buyer shall receive a credit against the insolvency or failure of Purchase Price in the institution of depository with whom the escrow account is maintained. Upon the disbursement amount of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
viinterest accrued thereto. In the event that a dispute shall arise in connection with this Agreement, or as If Buyer is entitled to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part return of the Deposit until such dispute is settled pursuant to the terms hereof, then Buyer shall be entitled to the interest earned thereon. Escrowee shall deliver or finally determined by litigation, arbitration, or otherwise; (ii) deposit cause the institution holding the Deposit in an appropriate court of law, following to deliver a 1099 to the party that actually receives or receives credit for any interest which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;accrued to the Deposit.
Appears in 1 contract
Sources: Purchase Agreement (Edo Corp)
Escrow. a. If there is any dispute as to whether Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall is obligated to deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice or as to the other party of such demand. If Escrow Agent does not receive a written objection from the other party whom same are to the proposed payment within TEN (10) days after the giving of such noticebe delivered, Escrow Agent is hereby authorized will not be obligated to make any delivery, but in such payment. If event, may hold same until receipt by Escrow Agent does receive of an authorization, in writing, signed by Seller and Buyer directing the disposition of same, and in the event either party would be entitled to the Deposit, or other monies or documents held by Escrow Agent, the parties agree to forthwith execute such joint written objection within authorization upon the request of any party hereto. In the absence of such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentauthorization, Escrow Agent shall continue to may hold such amount the Deposit, or other monies or documents in its possession until otherwise directed by written instructions from the final determination of the rights of the parties to this Agreement in an appropriate proceeding. If such written authorization is not given or a final judgment in court. Howeverproceedings for such determination are not begun and diligently continued, Escrow Agent shall have the right at any time may, but is not required to, bring an appropriate action or proceeding for leave to deposit the escrowed proceeds and interest thereonsaid funds or documents in court, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of pending such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreementdetermination. Escrow Agent shall not be liable responsible for any action taken acts or omitted by omissions of Escrow Agent, unless same are a result of the gross negligence, willful misconduct or fraud. Otherwise, provided Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit acts in accordance with this Agreement, Escrow Agent shall be relieved and released from have no liability following the delivery of any liability under funds or documents which Escrow Agent holds pursuant to this Agreement. If Escrow Agent elects to bring an appropriate action or proceeding in accordance with the terms of this Article IX, except then Escrow Agent shall be entitled to recover all of its reasonable attorneys’ fees and costs incurred in connection with the action from the party not entitled to receive the Deposit or other monies or documents as determined by a court of competent jurisdiction. The parties agree that they will hold Escrow Agent harmless from and indemnify it against any costs or liabilities, including reasonable attorneys’ fees, resulting from any action brought against Escrow Agent's , unless due to Escrow Agent’s willful misconduct, gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreementnegligence, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;fraud.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Escrow. a. Escrow Agent shall is authorized and agrees by acceptance hereof to promptly deposit and to hold the Shares received by it in escrow and to disburse the Deposit same subject to clearance thereof in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur terms and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions conditions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, disburse the Shares except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement or upon the prior written approval signed by Purchaser, Harr▇ ▇▇▇▇ ▇▇▇ Mitc▇▇▇▇ ▇▇▇▇, ▇▇ such other person they designate in writing. Failure of the clearance of funds shall not excuse performance by the depositor. In the event of doubt as to its duties or liabilities under the provisions of this Agreement, Escrow Agent may, in its sole discretion, continue to hold the monies or other items which are the subject of this escrow until a judgment of a court of competent jurisdiction shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to determine the rights of the parties in and tothereto, or it may deposit all of the disposition ofmonies or other items then held pursuant to this Agreement with the Clerk of the Circuit Court of Dade County, Florida, and upon notifying all parties concerned of such action, all liability on the Depositpart of Escrow Agent shall fully terminate, except to the extent of accounting for any monies or other items theretofore 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 event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, Escrow Agent shall have the right to: (i) hold be entitled to recover reasonable attorneys= fees and retain costs incurred through all or any part levels of proceedings, said fees and costs to be charged and assessed as court costs in favor of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which prevailing party. All parties agree that Escrow Agent shall thereby and thereafter not be relieved and released liable to any party or person whomsoever from misdelivery to any liability party of monies or obligation under other items subject to this escrow, unless such misdelivery shall be due to willful breach of this Agreement;, or gross negligence on the part of Escrow Agent. The undersigned parties acknowledge that Escrow Agent has acted and is also acting herein as counsel to JFD and Purchaser and the undersigned parties have no objection thereto, with respect to this Agreement, any dispute arising herefrom or any other matter.
Appears in 1 contract
Sources: Stock Restriction Agreement (Jerrys Famous Deli Inc)
Escrow. a. (a) Escrow Agent shall will hold and disburse the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account, as instructed by Purchaser until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. All interest earned on the following provisions:
i. If ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit . In the event the Closing occurs, then the Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller.
ii. If for any reason , and Purchaser shall receive a credit against the Closing does not occur and either party makes a written demand upon Escrow Agent for payment Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, and all interest earned thereon. In all other instances, Escrow Agent shall give written notice not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of such demandthe ▇▇▇▇▇▇▇ Money Deposit. If Escrow Agent does not receive a written objection from Purchaser represents that its tax identification number, for purposes of reporting the other party to interest earnings, will be provided later. Seller represents that its tax identification number, for purposes of reporting the proposed payment within TEN interest earnings, is ▇▇-▇▇▇▇▇▇▇.
(10b) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue not be liable to hold such amount until otherwise directed by written instructions from any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to this Agreement or a final judgment in court. However, indemnify Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Court of Orange County, Florida. hold Escrow Agent shall give written notice of such deposit to Seller harmless from any and Purchaserall claims, damages, losses or expenses arising in connection herewith. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their mutual convenience, that . In the duties of the event Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited receives written notice of a dispute between the parties with respect to the safekeeping ▇▇▇▇▇▇▇ Money Deposit and disposition of the Deposit interest earned thereon (the “Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in accordance a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the provisions clerk of this Agreementany court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken taken, suffered or omitted by it in accordance with the advice of such counsel.
(c) Escrow Agent in good faith shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and believed by Escrow Agent is indemnified to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful defaultsatisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any liability document or obligation for loss other item deposited with it or the collectibility of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise check delivered in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, . Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;proper parties.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P)
Escrow. a. The ground lease of the Site shall take place through the Escrow with the Escrow Agent. The opening of the Escrow (the “Opening of Escrow”) shall be deemed to be the date that a fully executed copy of this Agreement is delivered to the Escrow Agent, which shall occur not later than five (5) days after receipt by Developer of a preliminary reservation letter from TCAC for 9% Tax Credits. Developer shall have the obligation to deliver this Agreement to Escrow Agent, and Escrow Agent is instructed to notify City and Developer in writing of the date of the Opening of Escrow.
b. This Agreement, once deposited in Escrow, shall hold constitute the joint escrow instructions of City and disburse Developer to Escrow Agent. Additionally, if Escrow Agent so requires, City and Developer agree to execute the Deposit form of escrow instructions that Escrow Agent customarily requires in accordance with real property escrows administered by it. In the following provisions:event of any conflict or inconsistency between Escrow Agent’s standard instructions and the provisions of this Agreement, the provisions of this Agreement shall supersede and be controlling.
i. If c. Escrow shall close on the Closing occursDate, then which shall be the date that is two (2) business days after each of the Closing Conditions set forth below has been satisfied or waived by the benefited Party or Parties; provided that, subject to extensions of time attributable to Force Majeure, Escrow Agent shall deliver close on or before the Deposit to Seller.
iiOutside Closing Date. If any Party reasonably determines that a Closing Condition for any reason its benefit will not or cannot be satisfied prior to the Outside Closing Date, the Parties shall meet and confer in a good faith effort to determine whether such Closing Condition will be waived or modified, provided that each Party reserves the right to insist upon the full and timely satisfaction of all of the Closing does Conditions for its benefit in its sole and absolute discretion. If such meet and confer process is unsuccessful in resolving the matter, any Party not occur and either party makes a written demand upon Escrow Agent for payment then in Default may terminate this Agreement by delivery of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Party or Parties and all funds and documents deposited with Escrow Agent does not receive shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing Party; provided, however, that if Escrow is so terminated, the Parties shall bear their own costs for Escrow, and termination of this Agreement shall be the sole and exclusive remedy at law or in equity by the Parties.
d. Developer shall be solely responsible for all costs and expenses related to the Survey (as defined below), the costs of extended title insurance coverage, any marginal cost to obtain title insurance coverage in excess of the value of Developer’s leasehold estate in the Site, any title insurance endorsements (other than those obtained by City to “insure- over” a written objection from title exception), and fifty percent (50%) of the Escrow fees. City shall be responsible for the other party fifty percent (50%) of the Escrow Fees, documentary transfer taxes, the costs of the standard leasehold owner’s policy of title insurance in the amount of the value of Developer’s leasehold estate, and any endorsements obtained by City to the proposed payment within TEN (10) days after the giving of such notice, “insure-over” title exceptions. Escrow Agent is hereby authorized on the Close of Escrow to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if pay and charge the Developer for any other reason Escrow Agent in good faith shall elect not to make fees, charges, and costs payable under this paragraph as set forth on the settlement statements approved by the Parties. Before such paymentpayments are made, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds notify City and interest thereon, if any, with the clerk Developer of the Court of Orange Countyfees, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contentscharges, and assuming costs necessary to close under the genuineness of any noticeEscrow, demand, certificate, signature, instrument or other document which is given by delivering draft settlement statements to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and Parties for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultmutual approval.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Escrow. a. The parties agree to establish an escrow for the transfer of the Site (the “Escrow”) with an escrow agent mutually agreed upon by the parties (the “Escrow Agent”), within the time set forth in the Schedule of Performance. Sections 2.2 through 2.11 of this Agreement constitute the joint escrow instructions of the parties to the Escrow Agent, and a duplicate original of this Agreement or a copy thereof certified by the City Clerk to be true and correct, shall be delivered to the Escrow Agent upon the opening of the Site Escrow. The parties shall provide and execute such additional escrow instructions consistent with this Agreement as shall be necessary. The Escrow Agent is hereby empowered to act under this Agreement, and upon indicating its acceptance of Sections 2.2 through 2.11 in writing, delivered to the City and Hunter Fiat within five (5) calendar days after the establishment of the Escrow, shall begin to carry out its duties as Escrow Agent hereunder. At the time provided for in the Schedule of Performance, the City shall deliver to the Escrow Agent the grant deed for the Site, in substantially similar form to that attached hereto as Exhibit “F” (“Site Grant Deed”), and upon satisfaction of the Conditions for Close of the Escrow, the Escrow Agent shall hold and disburse record said Site Grant Deed in accordance with these escrow instructions, subject to the Deposit condition that the title to the Site, to the extent provided in this Agreement, can be vested in Hunter Fiat, in accordance with the terms and provisions of this Agreement. The Escrow Agent shall buy, affix and cancel any transfer stamps required by law. No insurance policies covering the Site shall be transferred by the City to Hunter Fiat. The City and Hunter Fiat shall deliver to the Escrow Agent all documents necessary for the conveyance of title to the Site, to the extent provided in this Agreement, in conformity with, within the times and in the manner provided in this Agreement. The City shall deposit in the Site Escrow the following provisionsfees, charges and costs promptly after the Escrow Agent has notified City of the amount of said fees, charges and costs, but not later than one (1) business day before the close of the Site Escrow:
i. If 1. The Escrow Agent’s fee;
2. The costs of recording the Closing occursSite Grant Deed.
3. Costs necessary to place the title to the Site in the condition for conveyance required by the provisions of this Agreement;
4. The premium for the title insurance policy to be paid by the City under Section 2.8;
5. Ad valorem taxes, then if any, upon the Site, applicable to the period before the conveyance of title; and
6. Any State, County or City documentary stamps or transfer tax. No later than one (1) business day before the close of the Site Escrow, Hunter Fiat shall deposit the Purchase Price in the form of the Dealer Note with the Escrow Agent. The Escrow Agent is authorized to:
1. Pay and charge the City and Hunter Fiat for any fees, charges and costs payable under this Section 2.2. Before the close of the Site Escrow, the Escrow Agent shall notify the parties of the estimated cost of any and all fees, charges and costs necessary to clear title and close the Site Escrow;
2. Disburse funds and deliver the Deposit Site Grant Deed and other documents to Seller.the parties entitled thereto when the conditions for close of the Site Escrow have been satisfied by the applicable party. The Dealer Note shall not be delivered by the Escrow Agent to City unless and until all conditions for the close of the Escrow have been satisfied, including the recordation of all documents required to be recorded as conditions for the close of the Escrow including, but not limited to, the Site Grant Deed, and until the Escrow Agent has delivered to Hunter Fiat the title insurance policy insuring title as provided in Section 2.8 hereof;
ii3. If for Record any reason instruments delivered through the Closing does not occur Escrow in the event necessary or proper under this Agreement and, otherwise, to vest title in Hunter Fiat in accordance with the terms and either party makes a written demand provisions of these escrow instructions; and, All funds received into Escrow shall be deposited by the Escrow Agent in an interest bearing insured account with any state or national bank doing business in the State of California, as agreed upon between the parties; provided, however, that said funds, in the aggregate, exceed Five Thousand Dollars ($5,000.00) and provided further that the parties agree that said funds shall be retained by the Escrow Agent for payment a period of at least ten (10) calendar days. Otherwise, said funds may be held by the Escrow Agent, in a non-interest bearing account, and may be combined with other escrow funds of the DepositEscrow Agent. In the event that said funds are deposited in an interest bearing account, interest shall accrue to the party who has made the deposit thereof with the Escrow Agent. In the event that the Escrow is not in condition to close on or before the time set forth in the Schedule of Performance, subject to any and all extensions authorized by this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance may, in writing, demand the return of its money, papers or documents from the Escrow Agent. No demand for return of said money, papers or documents shall be recognized until ten (10) calendar days after the Escrow Agent shall give written notice has delivered copies of said demand to the other party of such demandat the address and in the manner provided for in Section 6.1. If Objections, in the event there are any, shall be raised by written notice submitted to the Escrow Agent does not receive a written objection from and to the other party to the proposed payment within TEN said ten (10) days after calendar day period, in which event the giving of such notice, Escrow Agent is hereby authorized to make such payment. If hold all money, papers and documents with respect to the Site Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentuntil further instructed by mutual agreement of the parties or, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from upon failure of the parties to this Agreement or a final judgment in court. Howeveragree, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk then by means of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those dispute resolution set forth in this Agreement and Seller and Purchaser agree and acknowledge or by order or decree of a court of competent jurisdiction. In the event that no demands are made, the Site Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. closed as soon thereafter as possible. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for obligated to return any action taken money, papers or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreementdocuments, except for upon the written instructions of both parties, or until the party entitled thereto has been determined by a final decision resulting from the dispute resolution procedures set forth in this Agreement or by a court of competent jurisdiction. Any amendment to these escrow instructions shall be in writing and signed by both parties. At the time of the execution of any damage caused by Escrow Agent's own gross negligence or willful default. amendment to these escrow instructions, the Escrow Agent shall not have any liability or obligation for loss of all or any portion of agree to carry out its duties as Escrow Agent under such amendment. All official communications among the Deposit by reason of Escrow Agent and the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit parties shall be made in accordance with Section 6.1. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Sections 2.2 to 2.11, inclusive, of this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Escrow. a. Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions:
i. If A portion of the Closing occurs, then Consideration equal to the Escrow Agent Amount shall deliver the Deposit to Seller.
ii. If for constitute escrowed closing consideration (collectively with any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest payable thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi“Escrowed Closing Consideration”). In the event that a dispute the Parent or Buyer is obligated to make any payment to the Sellers in respect of the principal amount of the Promissory Note prior to the Escrow Termination Date, the Sellers agree that, out of such payment under the Promissory Note, an aggregate amount of cash equal to the Escrow Amount shall arise be deposited with the Escrow Agent in connection an escrow account (the “Escrow Account”) established in accordance with the Escrow Agreement to secure the indemnification obligations of the Sellers under Article V and (y) any reduction made pursuant to Section 2.9(e) before any payment shall be made to the Sellers, and the Sellers agree that the deposit of amounts by the Buyer in the Escrow Account shall be deemed to be payments under the Promissory Note to the Sellers. The Escrow Agreement shall provide that Sellers are, for income tax purposes, the owner of the Escrowed Closing Consideration and are taxable on any earnings thereon. If any payment is required to be made to Buyer pursuant to this Article V, Buyer and the Sellers’ Representative shall promptly provide written instructions to the Escrow Agent, pursuant to the terms of the Escrow Agreement, or as to the rights deliver to Buyer out of the parties Escrow Account an amount of cash that is equal in and to, or value to such required payment. The Parties agree that they shall cause the disposition of, the Deposit, Escrow Agent shall have to disburse the right to: (i) hold and retain all or any part Escrowed Closing Consideration in accordance with the terms of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;.
Appears in 1 contract
Sources: Stock Purchase Agreement (Aratana Therapeutics, Inc.)
Escrow. a. Concurrently with the full execution of this Contract of Sale, Purchaser has delivered to Escrow Agent, a check(s) (subject to collection) in the amount of $125,000.00 as the downpayment (the "Downpayment"). Escrow Agent shall hold and disburse deposit the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Downpayment into an interest-bearing account(s) maintained at a federally insured financial institution(s). Escrow Agent shall deliver the Deposit to Seller.
iiDownpayment in accordance with this Contract of Sale, or a joint instruction signed by Seller and Purchaser, or separate instructions of like tenor signed by Seller and Purchaser, or a final judgment of a court of competent jurisdiction. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of hereby is authorized and directed to deliver the DepositDownpayment to Seller if, Escrow Agent shall give written notice to the other party of such demandas and when title closes. If Escrow Agent does not shall receive a written request by one party for the release of the escrow, Escrow Agent will give a copy thereof to the other party. If Escrow Agent shall not receive an objection from the other party to the proposed payment within TEN five (105) days after the giving of such noticebusiness days, then Escrow Agent is hereby authorized to make such paymentshall so release the Downpayment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentreceives an objection, then Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment Downpayment in courtaccordance with the terms hereof. However, Escrow Agent shall have the right at any time to may deposit the escrowed proceeds Downpayment with a court of competent jurisdiction, and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written upon notice of such deposit to Seller and Purchaser. Upon Purchaser of such deposit, Escrow Agent shall be relieved and discharged of all have no further obligations and responsibilities responsibility or liability hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to may act as upon any instruction or other writing believed by Escrow Agent in accordance with this Articlegood faith to be genuine and to be signed or presented by the proper persons. Except as otherwise noted herein, any interest or income thereon shall be paid to the party entitled to receive the Downpayment; provided, however, that if Seller shall receive the interest at Closing then such interest shall serve as a credit against the Purchase Price. It is understood and agreed that if a check for any portion of the Downpayment shall fail to clear then Escrow Agent shall deliver the portion, if any, of the Downpayment that shall have no duties cleared (together with any interest earned thereon) to Seller and this Contract of Sale shall terminate and neither party shall have any further obligations hereunder to the other except that Seller shall be permitted to attempt to collect from Purchaser on the check that shall have failed to clear by commencing litigation or responsibilities except those set forth in this Agreement and otherwise as provided for by law. Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as merely a stakeholder at their request stakeholder, and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial shall not be liable for any act or omission unless taken or suffered in nature and shall be expressly limited to the safekeeping and disposition of the Deposit bad faith, in accordance with the provisions willful disregard of this AgreementContract of Sale or involving gross negligence. Escrow Agent shall not be liable for the failure of the institution(s) in which the Downpayment has been deposited or for establishing accounts in excess of applicable guaranty limits. Seller and Purchaser agree to indemnify and hold Escrow Agent harmless from and against any reasonable costs, claims or expenses incurred in connection with the performance of the Escrow Agent's duties hereunder, unless such costs, claims or expenses were occasioned by Escrow Agent's gross negligence, bad faith or willful disregard of this Contract of Sale. Escrow Agent shall not be bound by any agreement between Seller and Purchaser (other than this Contract of Sale), whether or not Escrow Agent has knowledge thereof, and Escrow Agent's only duties and responsibilities shall be to hold, and to dispose of, the Downpayment and interest earned thereon in accordance with this Contract of Sale. Escrow Agent may consult with counsel, and any opinion of counsel shall be full and complete authorization and protection in respect to any action taken or omitted by Escrow Agent hereunder in good faith and believed by Escrow Agent in reliance upon such opinion. All instructions or notices given to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved in writing and released from any liability under delivered in accordance with the requirements of this AgreementContract of Sale. For purposes of this paragraph, such instructions and notices shall be deemed delivered on the date of delivery, if by hand, or on the date of mailing if mailed, except in connection with Escrow Agent's gross negligence that no instruction or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as notice to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which be deemed effectively delivered to Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;until actual receipt thereof by Escrow Agent.
Appears in 1 contract
Sources: Contract of Sale (BRT Realty Trust)
Escrow. a. Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN 6.1 Within five (105) days after the giving execution of this Agreement, Seller and Buyer shall open an interest bearing escrow at First American Title Insurance Company ("Escrow Holder"), through which the purchase and sale of the Property shall be consummated. Executed counterparts of this Agreement shall be deposited with Escrow Holder to act as escrow instructions to Escrow Holder, and Escrow Holder is hereby appointed and designated to act as an escrow holder and is authorized and instructed to deliver, pursuant to the terms of this Agreement, the documents and monies to be deposited into the escrow, with the following terms and conditions to apply to such notice, escrow:
(A) Escrow Agent Holder is hereby authorized and instructed to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom conduct the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from applicable law, and, to the extent not in conflict with any liability under of the provisions of this Agreement, except in connection accordance with the custom and practice in the community. Escrow AgentHolder shall comply with any reporting requirements of the Internal Revenue Code. Buyer shall employ, at its sole expense, an attorney admitted to practice in the State of Georgia to perform those closing functions that a Georgia escrow holder does not customarily perform and also to perform any title and deed inspection and other duties that Buyer elects to have its attorney perform. The parties hereby acknowledge that it may be customary practice in the State of Georgia for the Buyer's gross negligence or willful defaultattorney, rather than an escrow holder, to perform such functions as the preparation of proration and closing statements and various other documents that are required for the closing and the agree that this Agreement should be construed to permit Buyer's attorney to perform those functions. Seller may also elect to employ, at its sole expense, an attorney admitted to practice in the State of Georgia to perform any duties that Seller elects to have its attorney perform.
vi. In (B) The opening of escrow shall be the event that a dispute shall arise in connection with this Agreement, or as to date upon which Escrow Holder receives copies of the rights Agreement signed by all of the parties hereto.
(C) Escrow shall close on October 31, 1996 (the Expected Closing Date.
(D) Seller and Buyer shall, during the escrow period, execute any and all documents and perform any. and all acts reasonably necessary or appropriate to consummate the purchase and sale of the Property pursuant to the terms of the transaction set forth in this Agreement. In particular, Seller and Buyer shall execute any amendments hereto or other documents determined to be required by state or local law or procedures.
(E) Upon satisfaction or waiver of the contingencies specified in Sections 3.2, 3.3 and 5.1 and the expiration of the applicable periods under Sections 5.2 and 5.5 without termination of this Agreement by Buyer, Seller shall deposit into the escrow a fully executed and notarized warranty deed complying with Section 3.4 and the other provisions hereof. Seller shall do this not later than October 31, 1996, and shall also by that date deposit into the escrow:
(1) An Assignment of all of Seller's right, title and interest in and toto the Leases in effect at the Closing, or and of all security deposits and prepaid rents made by the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;tenants thereunder.
Appears in 1 contract
Escrow. a. 23.1 Escrow Agent shall hold the Downpayment, together with all interest earned thereon, in its interest bearing escrow account (provided that Seller and disburse Purchaser shall each provide Escrow Agent with a W-9 form and an Order to Invest), or the Deposit Downpayment LC, as the case may be in accordance with the following provisionsfollowing:
i. 23.1.1 Escrow Agent shall hold the Downpayment, together with all interest earned thereon, in Escrow Agent’s escrow account at JPMorgan Chase Bank, NA, and shall cause the Downpayment to earn interest at JPMorgan Chase Bank, NA’s then prevailing insured money market rates on trust account deposits of similar size. Escrow Agent shall have no liability for any fluctuations in the interest rate paid by JPMorgan Chase Bank, NA on the Downpayment, and is not a guarantor thereof.
23.1.2 If Escrow Agent receives a written notice signed by both Seller and Purchaser stating that the Closing occurshas occurred and that Seller is entitled to receive the Downpayment or Purchaser is entitled to receive the Downpayment LC, then as the case may be, Escrow Agent shall deliver the Deposit Downpayment, together with the interest earned thereon to Seller.
iiSeller or the Downpayment LC to Purchaser, as the case may be. If for any reason the Closing does not occur and either party makes Escrow Agent receives a written demand upon Escrow Agent for payment of the Depositnotice signed by both Seller and Purchaser that this Agreement has been terminated or canceled, Escrow Agent shall give deliver the Downpayment, together with the interest thereon or the Downpayment LC as directed therein.
23.1.3 If Escrow Agent receives a written notice request signed by Purchaser or Seller (the “Noticing Party”) stating that this Agreement has been canceled or terminated and that the Noticing Party is entitled to the Downpayment or the Downpayment LC, as the case may be, or that the other party hereto (the “Non-Noticing Party”) has defaulted in the performance of its obligations hereunder, Escrow Agent shall mail (by certified mail, return receipt requested) a copy of such demandrequest to the Non-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the Downpayment or the Downpayment LC, as the case may be, by written notice of objection delivered to and received by Escrow Agent ten (10) Business Days after the date of Escrow Agent’s mailing of such copy to the Non-Noticing Party, but not thereafter. If Escrow Agent does shall not receive have so received a written notice of objection from the other party to the proposed payment within TEN (10) days after the giving of such noticeNon-Noticing Party, Escrow Agent is hereby authorized shall deliver the Downpayment, together with the interest earned thereon or the Downpayment LC, as the case may be, to make such paymentthe Noticing Party. If Escrow Agent does receive such shall have received a written notice of objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such paymentthe time herein prescribed, Escrow Agent shall refuse to comply with any requests or demands on it and shall continue to hold the Downpayment, together with any interest earned thereon or the Downpayment LC, as the case may be, until Escrow Agent receives either (a) a written notice signed by both Seller and Purchaser stating who is entitled to the Downpayment (and interest) or the Downpayment LC, as the case may be, or (b) a final order of a court of competent jurisdiction directing disbursement of the Downpayment (and interest) or the Downpayment LC, as the case may be, in a specific manner, in either of which events Escrow Agent shall then disburse the Downpayment, together with the interest earned thereon or deliver the Downpayment LC, as the case may be, in accordance with such amount notice or order. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such requests or demands until and unless it has received a direction of the nature described in clause (a) or (b) above.
23.2 Any notice to Escrow Agent shall be sufficient only if received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Seller and/or Purchaser, or from Seller and/or Purchaser to Escrow Agent, provided for in this Section 23 shall be addressed to the party to receive such notice at its notice address set forth in Section 14 above (with copies to be similarly sent to the additional persons therein indicated), but the provisions of Section 14 relating to the manner of giving notices and the effective dates thereof shall have no application to the provisions of this Section 23.
23.3 Notwithstanding the foregoing, if Escrow Agent shall have received a written notice of objection as provided for in Section 23.1.3 above within the time therein prescribed, or shall have received at any time before actual disbursement of the Downpayment or delivery of the Downpayment LC, as applicable, a written notice signed by either Seller or Purchaser disputing entitlement to the Downpayment or delivery of the Downpayment LC, as applicable, or shall otherwise directed by written instructions from believe in good faith at any time that a disagreement or dispute has arisen between the parties hereto over entitlement to this Agreement the Downpayment or a final judgment in court. Howeverdelivery of the Downpayment LC, as applicable (whether or not litigation has been instituted), Escrow Agent shall have the right at any time right, upon written notice to both Seller and Purchaser, (a) to deposit the escrowed proceeds and Downpayment, together with the interest thereonearned thereon or delivery of the Downpayment LC, if anyas applicable, with the clerk Clerk of the Court in which any litigation is pending and/or (b) to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, without limitation, the depositing of Orange Countythe Downpayment, Florida. Escrow Agent shall give written notice together with the interest earned thereon, with a court of such deposit competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party, and Purchaser. Upon such deposit, thereupon Escrow Agent shall be relieved released of and discharged of from all further obligations and responsibilities hereunderliability hereunder except for any previous gross negligence or willful misconduct.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that 23.4 Escrow Agent is acting solely hereunder without charge as a stakeholder at their request an accommodation to Purchaser and for their convenienceSeller, it being understood and agreed that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken error in judgment or any act done or omitted by Escrow Agent it in good faith and believed by Escrow Agent or pursuant to be authorized court order, or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence mistake of fact or willful defaultlaw. Escrow Agent shall not have incur any liability in acting upon any document or obligation instrument believed thereby to be genuine. Escrow Agent is hereby released and exculpated from all liability hereunder, except only for loss willful misconduct or gross negligence. Escrow Agent may assume that any person purporting to give it any notice on behalf of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintainedparty has been authorized to do so. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall not be relieved liable for, and released from Purchaser and Seller hereby jointly and severally agree to indemnify Escrow Agent against, any loss, liability or expense, including reasonable attorney’s fees (paid to retained attorneys) arising out of any dispute under this Agreement, except in connection with Escrow Agent's gross negligence or willful defaultincluding the cost and expense of defending itself against any claim arising hereunder.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Purchase and Sale Agreement (Mack Cali Realty Corp)
Escrow. a. (a) The Grant of Easement and sale of the Exchange Parcel shall take place through an escrow ("Escrow") administered by Golden State Escrow, Inc. (the “Escrow Agent Holder”). ▇▇▇▇▇▇ shall hold commence upon the receipt by the Escrow Holder of a copy of this Agreement executed by CITY and disburse FCD. On or before the Deposit Closing Date, CITY shall deposit with the Escrow Holder an amount equal to the sum of the Net Exchange Value, which amount shall be paid to FCD at Close of Escrow. In the event CITY fails to deposit an amount equal to the Net Exchange Value In strict accordance with the foregoing, time being of the essence, this Agreement shall terminate and any and all funds deposited in Escrow by CITY to complete CITY's obligations under this Agreement shall be refunded to CITY less any Escrow fees (to the extent that CITY failed to timely deposit the required monies with Escrow Holder due to no fault of FCD), and except as otherwise provided in this Agreement to the contrary, the parties shall have no further obligation or liabilities to the other.
(b) If this Agreement is terminated by FCD or FCD fails to consummate this transaction in accordance with the following provisions:
i. If the Closing occursthis Agreement (through no fault of CITY), then the FCD shall be solely responsible to Escrow Agent shall deliver the Deposit Holder for all customary and reasonable escrow charges payable to Seller.
ii. If for any reason the Closing does not occur Escrow Holder without further or separate instruction to Escrow Holder, and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall each be relieved and discharged of from all further obligations and responsibilities hereunderresponsibility or liability under this Agreement.
iii. Escrow Agent has signed (c) If this Agreement for the sole purpose of agreeing is terminated by CITY or CITY fails to act as Escrow Agent consummate this transaction in accordance with this Article. Escrow Agent shall have Agreement (through no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent fault of FCD), CITY shall be protected in relying upon the accuracy, acting in reliance upon the contentssolely responsible to Escrow Holder for all customary and reasonable escrow charges payable to Escrow Holder without further or separate instruction to Escrow Holder, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall each be relieved and released discharged from any all further responsibility or liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: (i) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;
Appears in 1 contract
Sources: Purchase and Sale Agreement
Escrow. a. The Parties hereby designate American Title Agency of Casper, Wyoming as the Escrow Agent under this Agreement (the “Escrow Agent”). All costs attendant with said escrow arrangement shall be paid by the Buyer. The Transfer Documents shall be placed in escrow with the Escrow Agent. Escrow fees shall be paid by the Buyer. The Parties hereby instruct and authorize the Escrow Agent as follows, and as more particularly stated in the Escrow Instructions:
(a) Upon receipt of each Installment payment, the Escrow Agent shall hold and disburse promptly remit the Deposit payment, to Seller, or to any person or entity designated by Seller in accordance with writing to the following provisions:Escrow Agent.
i. If (b) Notwithstanding Section 11, not later than three (3) days after full payment of the Closing occursPurchase Price, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for Buyer, or to any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice person or entity designated by Buyer in writing to the other party of such demand. If Escrow Agent does not receive a written objection from Agent, all the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed documents then held by written instructions from the parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited with regard to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights (c) Upon receipt of the parties in and to, or the disposition of, the Deposit, Escrow Agent shall have the right to: an Affidavit of Seller declaring that:
(i1) hold and retain all or any part of the Deposit until such dispute is settled or finally determined by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation Buyer has defaulted under this Agreement;
(2) Seller has given Buyer notice of such default;
(3) Buyer has not cured such default within twenty (20) business days after Stakeholder giving such notice and has not disputed the existence of such default; and
(4) Seller has terminated and canceled this Agreement, the Escrow Agent shall deliver to Seller all documents then held by the Escrow Agent with regard to this Agreement, as specified and directed by Seller.
(d) All sales, use, transfer or similar taxes or governmental charges and all deed taxes and recording fees, including BLM transfer fees, with respect to the sale of the Converse County Assets, but excluding attorneys’ fees and costs of the Parties shall be paid when due by Buyer.
(e) At the Closing, the Parties will deliver the Escrow Instructions to the Escrow Agent.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Snow Lake Resources Ltd.)
Escrow. a. Escrow Agent shall is authorized and agrees by acceptance thereof to promptly deposit the Earnest Money as provided herein and to hold same in escrow and disburse ▇▇ ▇▇▇burse the Deposit same in accordance with the following provisions:
i. If the Closing occurs, then the terms and conditions of this Agreement. The sole duties of Escrow Agent regarding the Earnest Money shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur be those described herein, and either party makes a written demand upon Escrow Agent for payment ▇▇▇▇▇ be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the Deposit, terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall give be protected in acting upon any written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized consent, order or other document believed by it to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period be genuine and to have been signed or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed presented by written instructions from the proper party or parties to this Agreement or a final judgment in 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 Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this ArticleAgreement. Escrow Agent shall have no duties duty or responsibilities except those liability to verify any such written notice, consent, order or other document, and its sole responsibility shall be to act as expressly set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for under no obligation to institute or defend any action taken action, suit or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise proceeding in connection with this Agreement. If Purchaser and Seller execute any separate escrow instructions or an escrow agreement with Escrow Agent, then in the event of a conflict between the terms of such escrow instructions or as to escrow agreement and the rights terms of the parties in and to, or the disposition ofthis Agreement, the Deposit, terms of this Agreement shall control. Escrow Agent shall have also execute this Agreement solely for the right to: (i) hold purpose of acknowledging its agreement with and retain all or any part understanding of the Deposit until such terms of this Section 15 and the other provisions of this Agreement relative to receipt, escrow, investment and disbursement of the Earnest Money. Failure of Escrow Agent to execute this Agreemen▇ ▇▇▇▇▇ not affect the validity of this Agreement as between Seller and Purchaser. Notwithstanding anything in this Section to the contrary, in the event of a dispute is settled or finally determined by litigation, arbitrationbetween Seller and Purchaser sufficient in the sole discretion of Escrow Agent to justify its doing so, or otherwise; (ii) deposit in the Deposit in an appropriate event that Escrow Agent has not disbursed the Earnest Money on or before the date of Closing pursuant hereto, ▇▇▇▇▇▇ Agent shall be entitled to tender into the registry or custody of any court of lawcompetent jurisdiction the Earnest Money, following which together with such pleadings as it may deem appr▇▇▇▇▇▇▇, and thereupon be discharged from all further duties and liabilities under this Agreement with respect to the Earnest Money (other than with respect to any liabilities for w▇▇▇▇▇▇ misconduct or breach of trust by Escrow Agent). Any such legal action may be brought in such court as Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;determine to have jurisdiction thereof.
Appears in 1 contract
Escrow. a. Escrow Agent This Agreement shall hold and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then serve as escrow instructions to the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment an executed copy of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, be deposited with the clerk of the Court of Orange County, FloridaEscrow Agent. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser hereby agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of hold the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited harmless for any loss of any deposited funds, including the ▇▇▇▇▇▇▇ Money, due to the safekeeping and disposition failure of the Deposit financial institution in accordance with which such funds are deposited, and the provisions of this Agreement. Escrow Agent shall not be liable in any way to Seller or Purchaser for any action taken in good faith pursuant to the terms hereof; provided, however, that nothing herein shall release the Escrow Agent for its fraud, willful misconduct or omitted gross negligence. In the event of a termination of this Agreement or a default under this Agreement, the ▇▇▇▇▇▇▇ Money shall be delivered or disbursed by the Escrow Agent as provided in this Agreement. If either party shall declare the other party in default under this Agreement and shall make demand (a "Demand") upon the Escrow Agent for possession of the ▇▇▇▇▇▇▇ Money, said party must provide the other party with a copy of such Demand made upon the Escrow Agent. Except as otherwise expressly provided in this Agreement, the Escrow Agent shall not disburse the ▇▇▇▇▇▇▇ Money until the demanding party delivers to the Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party's receipt of the Demand and the Escrow Agent has not received written objection to such Demand from the other party within five (5) business days following said party's receipt of the copy of such Demand. Except as otherwise expressly provided in this Agreement, if any objection is so received or if any conflicting Demand shall be timely made upon the Escrow Agent, the Escrow Agent shall not disburse any part of the ▇▇▇▇▇▇▇ Money and shall await settlement of the controversy or deposit the ▇▇▇▇▇▇▇ Money with the court in the county where the Premises is located, in an interpleader action or otherwise for the purpose of having the respective rights of the parties adjudicated. Upon making such deposit or upon institution of such interpleader action or other actions, the Escrow Agent shall be fully relieved and discharged from all further obligations hereunder with respect to the ▇▇▇▇▇▇▇ Money. Provided that the Escrow Agent in good faith executes the terms hereof, it shall be indemnified by the non-prevailing party in any dispute over the ▇▇▇▇▇▇▇ Money from and believed by against its costs, expenses and liabilities (including reasonable attorney's fees) in connection with any proceeding in which the Escrow Agent to be authorized may become a party or within its rights or powers conferred upon it by this Agreement, except for any damage caused by Escrow Agent's own gross negligence or willful default. Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Deposit otherwise involved by reason of the insolvency or failure of Escrow Agent holding the institution of depository with whom the escrow account is maintained. Upon the disbursement of the Deposit ▇▇▇▇▇▇▇ Money in accordance with the terms hereof. Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Agreement, whenever in this Agreement it is provided for the ▇▇▇▇▇▇▇ Money to be returned to Purchaser without the consent or joinder of Seller being required and notwithstanding any contrary instructions Escrow Agent shall be relieved and released may receive from any liability under this Agreement, except in connection with Escrow Agent's gross negligence or willful default.
vi. In the event that a dispute shall arise in connection with this Agreement, or as to the rights of the parties in and to, or the disposition of, the DepositSeller, Escrow Agent shall have hereby agrees to so return the right to: (i) hold ▇▇▇▇▇▇▇ Money to Purchaser immediately upon written request therefor by Purchaser, and retain all or any part of the Deposit until such dispute is settled or finally determined Seller, by litigation, arbitration, or otherwise; (ii) deposit the Deposit in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement;its execution below hereby consents thereto. CONDITIONS TO CLOSING
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust, Inc.)