Duties of Escrow Agent. It is agreed that the duties of Escrowee are only as herein specifically provided, and that Escrowee shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee shall not incur any liability for acting upon any notice, consent, waiver or document which appears to be signed by an authorized person described in this Agreement, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continued, which Escrowee in good faith believes to be genuine and what it purports to be. The parties hereto, jointly and severally, agree to indemnify and hold Escrowee harmless from and against any loss, damage, claim or expense, including reasonable attorneys' fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be bound by any modification to this Escrow agreement, unless the modification be in writing and signed by the parties hereto, and if the duties of the Escrowee herein are affected, unless Escrowee shall have given its prior written consent thereto.
Appears in 2 contracts
Samples: Escrow Agreement, Escrow Agreement
Duties of Escrow Agent. It is agreed that the duties of Escrowee Escrow Agent are only as herein specifically provided, and that Escrowee Escrow Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee Escrow Agent shall not incur any liability for acting upon any noticeNotice, consent, waiver or document which appears to be signed by an authorized person described in this AgreementBuyer and/or Sellers, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continuedcontained, which Escrowee Escrow Agent in good faith believes to be genuine and what it purports to be. The parties heretoBuyer and Sellers, jointly and severally, agree to indemnify and hold Escrowee Escrow Agent harmless from and against any loss, damage, claim or expense, including reasonable attorneys' ’ fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be bound by any modification to this Escrow agreementAgreement, unless the modification shall be in writing and signed by the parties heretoBuyer and Sellers, and and, if the duties of the Escrowee herein Escrow Agent hereunder are affected, unless Escrowee Escrow Agent shall have given its prior written consent thereto.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Gramercy Property Trust), Purchase and Sale Agreement (Gramercy Property Trust)
Duties of Escrow Agent. It The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein, and shall rely and shall be protected in acting or refraining from acting on any instrument believed by it to be genuine and to have been signed or presented by the proper party or parties, their officers, representatives or agents. So long as the Escrow Agent has acted in good faith or on the advice of counsel or has not been guilty of willful misconduct or gross negligence, the Escrow Agent shall have no liability under, or duty to inquire beyond the terms and provisions, of this Escrow Agreement, and it is agreed that its duties are purely ministerial in nature.
a. The Escrow Agent shall review the duties Documents referenced in this agreement and this Transaction for accuracy or completeness before Closing. Escrow Agent shall provide the Parties with a Closing Statement outlining the dates and events of Escrowee are only as herein specifically provided, and that Escrowee shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee Escrow.
b. The Escrow Agent shall not be obligated to inquire as to the performance of take any obligation described legal actions hereunder which might, in the Agreement. Escrowee shall not incur Escrow Agent’s judgment, involve any liability for acting upon any noticeexpense or liability, consent, waiver or document which appears to be signed by an authorized person described in this Agreement, not only as to its due execution and validity and unless the effectiveness of its provisions, but also as to the truth of any information therein continued, which Escrowee in good faith believes to be genuine and what it purports to be. Escrow Agent has been furnished with reasonable indemnity.
c. The parties hereto, jointly and severally, agree to indemnify and hold Escrowee harmless from and against any loss, damage, claim or expense, including reasonable attorneys' fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee Agent shall not be bound by any modification to modification, amendment, termination, cancellation, rescission or supersession of this Escrow agreement, Agreement unless the modification same shall be in writing and signed by the parties heretoParties hereto and, and if the its duties of the Escrowee herein as Escrow Agent hereunder are affectedaffected thereby, unless Escrowee it shall have given its prior written consent thereto. Parties can appoint a new escrow agent with the consent of the Escrow Agent.
Appears in 1 contract
Duties of Escrow Agent. It is agreed that the duties of Escrowee Escrow Agent are only as herein specifically provided, and that Escrowee Escrow Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee Escrow Agent shall not incur any liability for acting upon any noticeNotice, consent, waiver or document which appears to be signed by an authorized person described in this AgreementBuyer and/or Seller, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continuedcontained, which Escrowee Escrow Agent in good faith believes to be genuine and what it purports to be. The parties heretoBuyer and Seller, jointly and severally, agree to indemnify and hold Escrowee Escrow Agent harmless from and against any loss, damage, claim or expense, including reasonable attorneys' ’ fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be bound by any modification to this Escrow agreementAgreement, unless the modification shall be in writing and signed by the parties heretoBuyer and Seller, and and, if the duties of the Escrowee herein Escrow Agent hereunder are affected, unless Escrowee Escrow Agent shall have given its prior written consent thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hines Global Reit Ii, Inc.)
Duties of Escrow Agent. It is agreed that the duties of Escrowee Escrow Agent are only as herein specifically provided, and that Escrowee Escrow Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything any thing which it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee Escrow Agent shall not incur any liability for acting upon any noticeNotice, consent, waiver or document which appears to be signed by an authorized person described in this AgreementBuyer and/or Seller, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continuedcontained, which Escrowee Escrow Agent in good faith believes to be genuine and what it purports to be. The parties heretoBuyer and Seller, jointly and severally, agree to indemnify and hold Escrowee Escrow Agent harmless from and against any loss, damage, claim or expense, including reasonable attorneys' fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be bound by any modification to this Escrow agreementAgreement, unless the modification shall be in writing and signed by the parties heretoBuyer and Seller, and and, if the duties of the Escrowee herein Escrow Agent hereunder are affected, unless Escrowee Escrow Agent shall have given its prior written consent thereto.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (MLH Income Realty Partnership Vi)