Common use of Deposit; Escrow Agent Clause in Contracts

Deposit; Escrow Agent. (a) The Deposit shall be held in escrow in a separate interest-bearing money market or bank account by Deposit Escrow Agent until the earliest of (a) the Closing, upon the consummation of which the Deposit shall be released to Sellers; (b) five (5) days after Deposit Escrow Agent shall have delivered to the non-sending party a copy of the notice sent by Sellers or Buyers stating that this Agreement has been terminated and that the party so notifying Deposit Escrow Agent is entitled to the Deposit, following which period the Deposit shall be delivered to the party who sent notice stating that it is entitled to the Deposit; provided, however, that within such five (5) day period, Deposit Escrow Agent does not receive either a notice containing contrary instructions from the non-sending party hereto or a court order restraining the release of all or any portion of the Deposit; or (c) a joint notice executed by Sellers and Buyers is received by Deposit Escrow Agent, in which event Deposit Escrow Agent shall release the Deposit in accordance with the instructions therein contained. Deposit Escrow Agent shall immediately deliver a duplicate copy of any notice received by it in its capacity as Deposit Escrow Agent to Sellers and Buyers. (b) In the event of any disagreement between the Sellers and the Buyers resulting in conflicting or adverse claims or demands made in connection with the Deposit, Deposit Escrow Agent will be entitled, at its option, to refuse to comply with any such claims or demands so long as the disagreement continues, and in so doing Deposit Escrow Agent will not be liable for its failure or refusal to comply with such conflicting or adverse claims or demands until the rights of the claimants have been finally adjudicated or the differences adjusted between the Sellers and the Buyers and Deposit Escrow Agent has been notified thereof in writing signed by each of the Sellers and the Buyers. Deposit Escrow Agent will also have the right to bring an action in interpleader to obtain the right to pay said sum to a court of competent jurisdiction, deducting from said sum the costs incurred in bringing such an action. (c) Deposit Escrow Agent shall deliver the Deposit at the election of the Party entitled to receive the same by (a) a good, unendorsed check of Deposit Escrow Agent payable to the order of such party, or (b) a bank wire transfer to an account designated by such Party. (d) Sellers and Buyers acknowledge that Deposit Escrow Agent is serving solely as an accommodation to the Parties hereto, and except for the negligence or willful misconduct of the Deposit Escrow Agent, Deposit Escrow Agent shall have no liability of any kind whatsoever arising out of or in connection with its activity as Deposit Escrow Agent. Except as a result of the negligence or willful misconduct of the Deposit Escrow Agent, in no event shall the Deposit Escrow Agent be liable for any lost profits or for any incidental, special, consequential or punitive damages whether or not the Deposit Escrow Agent knew of the possibility or likelihood of such damages. (e) In its capacity as Deposit Escrow Agent, Deposit Escrow Agent shall not be responsible for the genuineness or validity of any instrument, document or item deposited with it, and shall have no responsibility other than to faithfully follow the instructions contained herein. The Parties hereto agree that Deposit Escrow Agent is fully protected in acting in accordance with any written instrument given to it hereunder by any of the Parties hereto believed by Deposit Escrow Agent to have been signed by the proper person. Deposit Escrow Agent may assume that any person purporting to give any notice hereunder has been duly authorized to do so. Deposit Escrow Agent shall have no obligation to review or confirm that actions taken pursuant to such notice in accordance with this Agreement comply with any other agreement or document.

Deposit; Escrow Agent. (a) The Deposit shall be held in escrow in a separate interest-bearing money market or bank account by Deposit Escrow Agent until the earliest of (a) the Closing, upon the consummation of which the Deposit shall be released to Sellers; (b) five (5) days after Deposit Escrow Agent shall have delivered to the non-sending party a copy of the notice sent by Sellers or Buyers stating that this Agreement has been terminated and that the party so notifying Deposit Escrow Agent is entitled to the Deposit, following which period the Deposit shall be delivered to the party who sent notice stating that it is entitled to the Deposit; provided, however, that within such five (5) day period, Deposit Escrow Agent does not receive either a notice containing contrary instructions from the non-sending party hereto or a court order restraining the release of all or any portion of the Deposit; or (c) a joint notice executed by Sellers and Buyers is received by Deposit Escrow Agent, in which event Deposit Escrow Agent shall release the Deposit in accordance with the instructions therein contained. Deposit Escrow Agent shall immediately deliver a duplicate copy of any notice received by it in its capacity as Deposit Escrow Agent to Sellers and Buyers. (b) In the event of any disagreement between the Sellers Seller and the Buyers Buyer resulting in conflicting or adverse claims or demands made in connection with the DepositDeposit Escrow Funds, Deposit Escrow Agent will be entitled, at its option, to refuse to comply with any such claims or demands so long as the disagreement continueswill continue, and in so doing Deposit Escrow Agent will not be liable for its failure or refusal to comply with such conflicting or adverse claims or demands until the rights of the claimants have been finally adjudicated or the differences adjusted between the Sellers Seller and the Buyers Buyer and Deposit Escrow Agent has been notified thereof in writing signed by each of the Sellers Seller and the BuyersBuyer. Deposit Escrow Agent will also have the right to bring an action in interpleader to obtain the right to pay said sum to a court of competent jurisdiction, deducting from said sum the costs incurred in bringing such an action. (b) In the event of any dispute or litigation affecting Deposit Escrow Agent’s duties relating to this Agreement, Deposit Escrow Agent may consult legal counsel and will incur no liability and will be fully protected in acting in good faith in accordance with the opinion of counsel; provided that nothing herein will release or discharge Deposit Escrow Agent from liability to the extent it is adjudged negligent or to have acted (or failed to act) in bad faith. Deposit Escrow Agent will be indemnified and saved harmless by the Buyer and the Seller, jointly and severally, from all losses, costs and expenses incurred, including reasonable attorney’s fees, as a result of its involvement in any litigation arising from performance of its duties hereunder, provided that such litigation does not result from any action taken or omitted by Deposit Escrow Agent and for which it has been adjudged negligent or to have acted (or failed to act) in bad faith; such indemnification will survive termination of this Agreement until extinguished by the applicable statute of limitations. (c) Deposit Escrow Agent shall deliver may be removed and replaced following the giving of at least ten (10) days’ prior written notice to Deposit at Escrow Agent by both the election of Seller and the Party entitled to receive the same by (a) a good, unendorsed check Buyer. The duties of Deposit Escrow Agent payable to will terminate ten (10) days after the order date of such partynotice, or (b) a bank wire transfer to an account designated on such later date as may be specified in such notice or as of such earlier date as may be mutually agreed upon by such Party. (d) Sellers and Buyers acknowledge that Deposit Escrow Agent is serving solely as an accommodation to and each of the Parties hereto, Seller and except for the negligence or willful misconduct of Buyer. Deposit Escrow Agent will then deliver the Deposit Escrow AgentFunds to a successor escrow agent as will be appointed by the Seller and the Buyer, Deposit Escrow Agent shall have no liability of any kind whatsoever arising out of or in connection as evidenced by a written notice filed with its activity as Deposit Escrow Agent. Except as If the Seller and the Buyer are unable to agree upon a result successor, or will have failed to appoint a successor prior to the expiration of ten (10) days following the date of the negligence or willful misconduct notice of removal, the Deposit Escrow Agent, in no event shall the Deposit Escrow Agent be liable for any lost profits or for any incidental, special, consequential or punitive damages whether or not the Deposit Escrow Agent knew of the possibility or likelihood of such damages. (e) In its capacity as Deposit Escrow Agent, Deposit Escrow Agent shall not be responsible for the genuineness or validity of any instrument, document or item deposited with it, and shall have no responsibility other than to faithfully follow the instructions contained herein. The Parties hereto agree that Deposit Escrow Agent is fully protected in acting in accordance with any written instrument given to it hereunder by any of the Parties hereto believed by Deposit Escrow Agent to have been signed by the proper person. removed Deposit Escrow Agent may assume that apply to any person purporting court of competent jurisdiction in order to give request the appointment of a successor escrow agent or other appropriate relief, and any notice hereunder has such resulting appointment will be binding upon each of the Seller and the Buyer unless and until another successor will have been duly authorized to do so. Deposit Escrow Agent shall have no obligation to review or confirm that actions taken appointed pursuant to such notice in accordance with this Agreement comply with any other agreement or documentparagraph.

Deposit; Escrow Agent. (a) Within three (3) business days following the date that Commercial Title Group, Limited, 8605 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxx'x Xxxxxx, Xxxxxx, Xxxxxxxx 00000, Xxtention: Dougxxx Xxxxxxx ("Xscrow Agent") receives a copy of this Agreement executed by both Seller and Buyer, Buyer shall deposit with the Escrow Agent the amount of $67,500.00, either by certified bank or cashier's check or by wire transfer, as a good faith deposit hereunder. Such $67,500.00 deposit, and all interest earned thereon, shall be referred to as the "Initial Deposit". All interest on any deposit shall be deemed income of Buyer. Escrow Agent shall maintain the Initial Deposit in an FDIC-insured interest-bearing account. The Initial Deposit shall be held in escrow in a separate interestapplied to the Purchase Price at Closing and shall be non-bearing money market or bank account by Deposit Escrow Agent until refundable to the earliest of (a) the Closing, upon the consummation of which the Seller except as otherwise provided herein. The Initial Deposit shall be released to Sellers; (b) five (5) days after Deposit Escrow Agent shall have delivered to the non-sending party a copy of the notice sent by Sellers or Buyers stating that this Agreement has been terminated and that the party so notifying Deposit Escrow Agent is entitled to the Deposit, following which period the Deposit shall be delivered to the party who sent notice stating that it is entitled to the Deposit; provided, however, that within such five (5) day period, Deposit Escrow Agent does not receive either a notice containing contrary instructions from the non-sending party hereto or a court order restraining the release of all or any portion of the Deposit; or (c) a joint notice executed by Sellers and Buyers is received by Deposit Escrow Agent, in which event Deposit Escrow Agent shall release the Deposit in accordance with the instructions therein contained. Deposit Escrow Agent shall immediately deliver a duplicate copy terms and provisions of any notice received by it in its capacity as Deposit Escrow Agent to Sellers and Buyersthis Agreement. (b) In Provided Buyer has not elected to terminate this Agreement during the event Study Period (as defined in Section 9.01), Buyer shall within two (2) business days after the end of any disagreement between the Sellers and Study Period deliver to the Buyers resulting in conflicting or adverse claims or demands made in connection with the Deposit, Deposit Escrow Agent will the amount of $236,500.00, via certified bank check or cashier's check or wire transfer, as an additional earnxxx xxxey deposit hereunder. Such $236,500.00, and all interest earned thereon, shall be entitled, at its option, referred to refuse to comply with any such claims or demands so long as the disagreement continues, and in so doing Deposit Escrow Agent will not be liable for its failure or refusal to comply with such conflicting or adverse claims or demands until the rights of the claimants have been finally adjudicated or the differences adjusted between the Sellers and the Buyers and Deposit Escrow Agent has been notified thereof in writing signed by each of the Sellers and the Buyers"Additional Deposit". Deposit Escrow Agent will also have the right to bring an action in interpleader to obtain the right to pay said sum to a court of competent jurisdiction, deducting from said sum the costs incurred in bringing such an action. (c) Deposit Escrow Agent shall deliver maintain the Additional Deposit at in an FDIC-insured interest-bearing account. The Initial Deposit together with the election of Additional Deposit shall be referred to herein as the Party entitled to receive the same by (a) "Deposit". The term "Deposit" a good, unendorsed check of Deposit Escrow Agent payable to the order of such party, or (b) a bank wire transfer to an account designated by such Party. (d) Sellers and Buyers acknowledge that Deposit Escrow Agent is serving solely as an accommodation to the Parties hereto, and except for the negligence or willful misconduct of the Deposit Escrow Agent, Deposit Escrow Agent shall have no liability of any kind whatsoever arising out of or in connection with its activity as Deposit Escrow Agent. Except as a result of the negligence or willful misconduct of the Deposit Escrow Agentused herein shall, in no event shall addition to referring to both the Initial Deposit Escrow Agent and the Additional Deposit may also be liable for any lost profits deemed to refer to either the Initial Deposit or for any incidentalthe Additional Deposit, special, consequential or punitive damages whether or not as the Deposit Escrow Agent knew of the possibility or likelihood of such damages. (e) In its capacity as Deposit Escrow Agent, Deposit Escrow Agent shall not be responsible for the genuineness or validity of any instrument, document or item deposited with it, and shall have no responsibility other than to faithfully follow the instructions contained hereincontext requires. The Parties hereto agree that Deposit Escrow Agent is fully protected in acting in accordance with any written instrument given to it hereunder by any of the Parties hereto believed by Deposit Escrow Agent to have been signed by the proper person. Deposit Escrow Agent may assume that any person purporting to give any notice hereunder has been duly authorized to do so. Deposit Escrow Agent shall have no obligation to review or confirm that actions taken pursuant to such notice in accordance with this Agreement comply with any other agreement or document.Upon receipt