Escrow Holder. Seller and Buyer covenant and agree that in performing any of its duties under this Agreement, Title Company shall not be liable for any loss, costs or damage which it may incur as a result of serving as Escrow Holder hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. Accordingly, Title Company shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.
Escrow Holder. At the Close of Escrow, Escrow Holder will promptly undertake all of the following:
Escrow Holder. Each stock certificate representing issued and outstanding Unvested Shares shall be held in escrow by the Escrow Holder, together with a stock assignment executed in blank by the Optionee with respect to the Unvested Shares represented by such stock certificate. Each stock certificate representing Unvested Shares shall be held in escrow pursuant to this Section 8 until all of such Unvested Shares become fully vested pursuant to, and in accordance with, the provisions of Section 6 or Section 7 hereof or until all of such Unvested Shares are repurchased by the Company pursuant to, and in accordance with, the provisions of Section 7 hereof, whichever occurs earlier.
Escrow Holder. The Closing shall occur through the Escrow opened at the Escrow Holder named in Section 1.4. Escrow Holder is designated, authorized and instructed to act as Escrow Holder pursuant to the terms of this Agreement.
Escrow Holder. The Xxxxxxx Money shall be delivered to Chicago Title Insurance Company, Two Gateway Center, 19th Floor, 603 Stanwix Street, Pittsburgh, Pennsylvania 15222- 1402, with the individual contact being Xxxxxxx Xxxxxxxxxx at (000) 000-0000 and xxxxxxxxxxx@xxx.xxx ("Escrow Holder"). Escrow Holder shall deposit and hold the Xxxxxxx Money in Escrow Holder's escrow account which is a non-interest bearing account at an FDIC insured financial institution.
Escrow Holder. 13 13.2 By Transfer Agent. . . . . . . . . . . . . . . . . . . . . . . . .14 13.3 Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Escrow Holder. Any funds delivered to the Escrow Holder pursuant to this Agreement shall be held by said Escrow Holder in escrow and trust in accordance with the terms of this Agreement. The execution of this Agreement by the Escrow Holder is solely for purposes of evidencing the acknowledgment by said Escrow Holder of the receipt by it of the portion of the Deposit as specified in this Agreement and its agreement to hold and or release the Deposit in accordance with the terms of this Agreement, and if the Deposit (of any other funds delivered to Escrow Holder hereunder) is received in the form of a check, it is subject to collection. In the event of any dispute regarding any action taken, or proposed to be taken, by the Escrow Holder with respect to the Deposit or any other documents and/or property held by the Escrow Holder pursuant to this Agreement, the Escrow Holder, in its sole discretion, may cause the Deposit and/or such other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by the Escrow Holder, and the Seller and Buyer, jointly and severally, agree to pay directly, or reimburse the Escrow Holder for, any and all expenses so incurred by the Escrow Holder, including, but not limited to, any attorneys’ fees and costs incurred by the Escrow Holder in any such action. If for any reason the Closing does not occur, or at any time prior to Closing pursuant to the terms of this Agreement, either party makes a written or oral demand upon Escrow Holder for payment of the Deposit, Escrow Holder shall give written notice to the other party of such demand. If Escrow Holder does not receive a written objection from the non demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, Escrow Holder is authorized, instructed and directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall continue to hold such amount until otherwise directed by written instructions from the Seller and Buyer or a final judgment of a court. Seller and Buyer recognize that the Escrow Holder’s duties hereunder are only as specifically provided herein and are purely ministerial in nature, and Seller and Buyer therefore agree that the Escrow Holder shall, so long as it acts in good faith, have no liability to either party except for its willful misconduct or gross negligence. Seller and Buyer do here...
Escrow Holder. The escrow holder shall be Commonwealth Land Title Insurance Company (“Escrow Holder”), whose address is 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Escrow Officer: Xxx Xxxxx; Telephone: (000) 000-0000; Telecopier: (000) 000-0000.
Escrow Holder. The escrow holder shall be Chicago Title Company ("ESCROW HOLDER"), whose address is 00000 Xxx Xxxxxx, Irvine, California 92606, Escrow Officer: Xxx Xxxxx; Telephone: (000) 000-0000; Telecopier: (949) 263-0356.
Escrow Holder. The undersigned hereby agrees to act as the Escrow Holder pursuant to the foregoing Agreement. CHICAGO TITLE INSURANCE COMPANY By: ------------------------------------ Name: Xxxxx Xxxxxx ---------------------------------- Title: Assistant Vice President/Senior --------------------------------- Escrow Officer --------------------------------- Dated: --------------------------------- ---------------------------------------- Address: 000 X. Xxxxx Street ----------------------------- Chicago, Illinois 60523 ----------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- Attn: Xxxxx Xxxxxx ----------------------------- Phone: (000) 000-0000 ----------------------------- Facsimile: (000) 000 0000 ----------------------------- EXHIBITS EXHIBIT A Property Description EXHIBIT B Intentionally Deleted EXHIBIT C Due Diligence Completion and Decision Dates EXHIBIT D List of Due Diligence Materials EXHIBIT E Schedule of Leases EXHIBIT F List of Service Contracts EXHIBIT G Intentionally Deleted EXHIBIT H Form of Tenant Estoppel Certificates EXHIBIT I Intentionally Deleted EXHIBIT J Form of Deed EXHIBIT K Form of Xxxx of Sale EXHIBIT L Form of Assignment and Assumption Agreement EXHIBIT M Form of General Assignment EXHIBIT N Form of Owner's Statement EXHIBIT O E&O Lease Terms EXHIBIT A PROPERTY DESCRIPTION ALL THAT CERTAIN real property situate in the City of Larkspur, County of Marin, State of California, described as follows: Lots 335 through 338, inclusive, as shown upon that certain Map entitled "Map of Larkspur Landing", filed for record August 12, 1977 in Volume 17 of Maps, at Page 5, Marin County Records. EXHIBIT B INTENTIONALLY DELETED EXHIBIT C DUE DILIGENCE COMPLETION AND DECISION DATES Effective Date December 12, 2003 Initial Deposit non-refundable December 16, 2003 Natural Hazard Report to be delivered to Buyer December 21, 2003 Title Objections due December 16, 2003 Seller's Title Notice due December 19, 2003 Contingency Date December 22, 2003 Additional Deposit Non-Refundable December 22, 2003 Closing deliveries due January 12, 2004 Closing Date January 13, 2004, or such earlier or later date as Buyer and Seller may mutually agree. EXHIBIT D LIST OF DUE DILIGENCE MATERIALS INITIAL PACKAGE Rent Roll Rent Roll as of 9/17/03 Lease Documents, Addendums and Agreements See Attached Worksheet Tab for Leases Tenant Expense Reimbursement Schedules Operating Expenses - 2003 Estima...
