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EXHIBIT 10.17
ESCROW AGREEMENT
(GENERAL)
THIS ESCROW AGREEMENT is made effective as of March 31, 1998, by and
among Xxxxxxxxx Title Agency, Inc., an Ohio corporation ("Escrow Agent"), Xxxxx
X. Xxxxxxxxx d/b/a Wine Racks Unlimited ("Buyer"), and Multi-Color Corporation,
an Ohio corporation ("Seller").
WITNESSETH:
WHEREAS, Buyer and Seller have entered into an Agreement as amended
("Agreement") for the purchase and sale of certain property commonly known as
0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxx ("Property").
WHEREAS, pursuant to the terms of the Agreement Seller is obligated to
complete the items set forth on the attached Exhibit A prior to Closing
("Obligations"); and
WHEREAS, Seller has not yet completed its Obligations under the
Agreement but Buyer and Seller have agreed to close on the Property with the
execution of this Escrow Agreement; and
NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants set forth herein:
1. Deposit of Funds. Buyer shall deposit with Escrow Agent the sum of
$89,949.00 (collectively the "Funds") and Escrow Agent agrees to receive and
hold the Funds and to deal with the Funds as hereinafter set forth). Such Funds
shall be held by Escrow Agent without any interest being earned by either Buyer
or Seller.
2. Completion of Obligations. Except as otherwise noted on Exhibit A
where Buyer has agreed to undertake the Obligations, Seller shall complete the
Obligations set forth in Exhibit A within the time periods set forth in Exhibit
A and to the reasonable satisfaction of Buyer. In the event Seller has not
completed the Obligations set forth in Exhibit A within the time periods set
forth in Exhibit A, the Funds allocated to the particular Obligations as set
forth in Exhibit A shall be delivered to Buyer. In the event that an Obligation
is completed to the reasonable satisfaction of Buyer for less than the amount
set forth on Exhibit A, Escrow Agent is directed to send the excess amounts to
PNC Bank, National Association for the account of Seller.
3. Time Limit. In the event that the Escrow Agent has not been given
written instructions signed by Buyer and Seller to disburse the Funds on or
before 3:00 p.m., May 1, 1998, then on May 2, 1998, the Escrow Agent shall
disburse the Funds to Buyer.
4. Methods of Funds Transfer. Escrow Agent may transfer the Funds by
corporate check, by wire transfer, by certified check, or by such other means as
may be agreed upon in writing.
5. Release. The parties agree that Escrow Agent shall have no liability
under this Agreement except to account for the Funds as specified herein. Upon
delivery by Escrow Agent of
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the Funds as provided herein, the endorsement, acceptance, or negotiation of
such funds shall constitute a full and complete release by such party of the
Escrow Agent from any and all liability of any kind or nature whatsoever in
connection with this Agreement or the escrow.
6. Indemnity. Buyer and Seller ("Indemnitors") jointly and severally
hereby agree to release, hold harmless and indemnify the Escrow Agent from and
against any liability, cost or expense, including attorney fees and court costs,
incurred by it in connection with any arbitration or court action, or any act
taken within the scope of this Agreement or any failure to act, unless due to
the negligence or misconduct of the Escrow Agent, or its failure to comply with
the terms of this Agreement.
In furtherance, and not in limitation of the foregoing, Indemnitors
agree as follows, which agreement shall survive the disbursement of all Funds in
the escrow account: (i) Indemnitors shall not hold Escrow Agent responsible in
any manner for, and Indemnitors shall reimburse and indemnify the Escrow Agent
for and hold Escrow Agent harmless against, any loss, liability or expense
arising out of, or in connection with Escrow Agent's acceptance of or Escrow
Agent's performance of its duties hereunder as well as the reasonable costs and
expenses of defending against any claim or liability arising out of, or relating
to, this Agreement; and (ii) Indemnitors shall not hold Escrow Agent liable for
any error in judgment or for any act done or omitted by Escrow Agent in good
faith or for any mistake in fact or law or for anything which Escrow Agent does
or refrains from doing in connection with this Escrow Agreement.
7. Termination of Liability. Upon disbursement of all Funds Escrow
Agent shall be relieved of all further liability and responsibility in
connection with the Escrow Agreement or this escrow.
8. Interpleader. In the event any demand is made upon Escrow Agent
concerning this Agreement or this Escrow, or at any time for any cause or for no
cause, Escrow Agent, at its election and in its sole discretion, may cause the
Funds to be delivered to a court of competent jurisdiction to determine the
rights of Seller and Buyer or to interplead Seller and Buyer by an action
brought in any such court. Deposit by Escrow Agent into such court of the Funds
shall relieve Escrow Agent of all further liability and responsibility in
connection with this Agreement and the escrow.
9. Counterparts and Faxes. This Agreement may be executed in
counterparts and shall be binding on the parties notwithstanding that all
parties have not signed the same counterpart. Also, a faxed copy of an executed
counterpart (with originals to be sent to the Escrow Agent by ordinary mail)
shall be binding on all parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
BUYER:
By: /s/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx dba Wine Racks Unlimited
Title: Sole Proprietor
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SELLER:
MULTI-COLOR CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
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Title: Vice President/Chief Financial Officer
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ESCROW AGENT:
XXXXXXXXX TITLE AGENCY, INC.
By: /s/ XXXXXXX XXXXXX FINES
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Title: Manager/Vice President
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EXHIBIT A
ESCROW ACCOUNT
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Item Budgeted Time Frame Responsibility
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Environmental Remediation
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UST removal (Miami Valley Maintenance) $51,534.00 Closing/check
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contract amount for asbestos remediation (Central
Insulation) $26,723.00 Closing/escrow Multi-Color
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Waste Management/Rust $9,448.00 Closing/check
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ATC billing outstanding on 3/29/98 58005-0006
& 58005-0007 $43,430.00 Closing/escrow Multi-Color
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repair of black top over tank farm in North East
section $3,750.00 30 days/escrow Xxxxx Xxxxxxxxx
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Press Pit soil treated off site by Waste
Management $2,915.27 30 days/check
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repair of black top damage from earth moving
equipment $2,346.00 30 days/escrow Xxxxx Xxxxxxxxx
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cost to repair brick wall in boiler room $3,500.00 30 days/escrow Multi-Color
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replace or pay for 112.5 KVA 480/240 transformer
that was sold $2,000.00 Closing/check to Xxx
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replace hoist on crane in building #18 where cylinder
was removed $200.00 Closing/escrow Multi-Color
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office flooding due to broken pipe in the 4th floor $1,271.48 Closing/check
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broken pipe on 4th floor not repaired $500.00 4 days/escrow Multi-Color
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garbage & metal along north fence line to be
removed, pallets in parking lot and along Eastern
loading area removed, contents of 2 hoppers filled
with debris, removed $1,500.00 30 days/escrow Multi-Color
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