Common use of Escrow Agent and Escrow Procedure Clause in Contracts

Escrow Agent and Escrow Procedure. Escrow Agent, by acceptance of the funds deposited by Xxxxx hereunder, agrees to hold such funds and to disperse the same only in accordance with the terms and conditions of this Agreement. In the event of a termination of this Agreement or a default under this Agreement, the Deposit (inclusive of the interest accrued thereon) shall be delivered or disbursed by Escrow Agent as provided in this Agreement. If either party shall declare the other party in default under this Agreement and such party makes demand (the "Demand") upon Escrow Agent for possession of the Deposit, said party must provide the other party with a copy of such Demand made upon Escrow Agent. Except with respect to Demands for the Deposit made by Buyer prior to or on the expiration of the Feasibility Study Period (in which event Escrow Agent shall promptly deliver the Deposit to Buyer upon demand), Escrow Agent shall not disburse the Deposit in accordance with the Demand until the demanding party delivers to Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party's receipt of the Demand and Xxxxxx Agent has not received written objection to such demand within the five (5) business days following said party's receipt of the copy of such Demand. If any dispute or difference arises between Buyer and Seller or if any conflicting demands shall be timely made upon Escrow Agent or if the Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Agreement, it may, in its sole discretion, continue to hold such funds until the parties mutually agree to disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties hereto, or Escrow Agent may deposit such funds with the Clerk of the Circuit Court of Sumter County, Florida, pursuant to interpleader procedure, whereupon after notifying all parties concerned with such action and paying all costs imposed by the Clerk as a result of such deposit, all liability on the part of Escrow Agent shall terminate except to the extent of accounting for any monies theretofore delivered out of escrow. Xxxxx and Xxxxxx hereby agree to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including without limitation, costs of investigation and legal counsel fees which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties hereunder and including, without limitation, any litigation arising from this Agreement or involving the subject matter hereof, except for matters arising out of the gross negligence or malfeasance of Escrow Agent.

Escrow Agent and Escrow Procedure. Escrow Agent, by acceptance of the funds deposited by Xxxxx Buyer hereunder, agrees to hold such funds and to disperse the same only in accordance with the terms and conditions of this Agreement. In the event of a termination of this Agreement or a default under this Agreement, the Deposit (inclusive of the interest accrued thereon) shall be delivered or disbursed by Escrow Agent as provided in this Agreement. If either party shall declare the other party in default under this Agreement and such party makes demand (the "Demand") upon Escrow Agent for possession of the Deposit, said party must provide the other party with a copy of such Demand made upon Escrow Agent. Except with respect to Demands for the Deposit made by Buyer prior to or on the expiration of the Feasibility Study Period (in which event Escrow Agent shall promptly deliver the Deposit to Buyer upon demand), Escrow Agent shall not disburse the Deposit in accordance with the Demand until the demanding party delivers to Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party's receipt of the Demand and Xxxxxx Escrow Agent has not received written objection to such demand within the five (5) business days following said party's receipt of the copy of such Demand. If any dispute or difference arises between Buyer and Seller or if any conflicting demands shall be timely made upon Escrow Agent or if the Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Agreement, it may, in its sole discretion, continue to hold such funds until the parties mutually agree to disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties hereto, or Escrow Agent may deposit such funds with the Clerk of the Circuit Court of Sumter County, Florida, pursuant to interpleader procedure, whereupon after notifying all parties concerned with such action and paying all costs imposed by the Clerk as a result of such deposit, all liability on the part of Escrow Agent shall terminate except to the extent of accounting for any monies theretofore delivered out of escrow. Xxxxx Buyer and Xxxxxx Seller hereby agree to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including without limitation, costs of investigation and legal counsel fees which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties hereunder and including, without limitation, any litigation arising from this Agreement or involving the subject matter hereof, except for matters arising out of the gross negligence or malfeasance of Escrow Agent.

Escrow Agent and Escrow Procedure. Escrow Agent, by acceptance of the funds deposited by Xxxxx hereunder, agrees to hold such funds and to disperse the same only in accordance with the terms and conditions of this Agreement. In the event of a termination of this Agreement or a default under this Agreement, the Deposit (inclusive of the interest accrued thereon) shall be delivered or disbursed by Escrow Agent as provided in this Agreement. If either party shall declare the other party in default under this Agreement and such party makes demand (the "Demand") upon Escrow Agent for possession of the Deposit, said party must provide the other party with a copy of such Demand made upon Escrow Agent. Except with respect to Demands for the Deposit made by Buyer prior to or on the expiration of the Feasibility Study Period (in which event Escrow Agent shall promptly deliver the Deposit to Buyer upon demand), Escrow Agent shall not disburse the Deposit in accordance with the Demand until the demanding party delivers to Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party's receipt of the Demand and Xxxxxx Agent has not received written objection to such demand within the five (5) business days following said party's receipt of the copy of such Demand. If any dispute or difference arises between Buyer and Seller or if any conflicting demands shall be timely made upon Escrow Agent or if the Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Agreement, it may, in its sole discretion, continue to hold such funds until the parties mutually agree to disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties hereto, or Escrow Agent may deposit such funds with the Clerk of the Circuit Court of Sumter County, Florida, pursuant to interpleader procedure, whereupon after notifying all parties concerned with such action and paying all costs imposed by the Clerk as a result of such deposit, all liability on the part of Escrow Agent shall terminate except to the extent of accounting for any monies theretofore delivered out of escrow. Xxxxx Buyer and Xxxxxx Seller hereby agree to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including without limitation, costs of investigation and legal counsel fees which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties hereunder and including, without limitation, any litigation arising from this Agreement or involving the subject matter hereof, except for matters arising out of the gross negligence or malfeasance of Escrow Agent.

Escrow Agent and Escrow Procedure. Escrow Agent, by acceptance of the funds deposited by Xxxxx hereunder, agrees to hold such funds and to disperse the same only in accordance with the terms and conditions of this Agreement. In the event of a termination of this Agreement or a default under this Agreement, the Deposit (inclusive of the interest accrued thereon) shall be delivered or disbursed by Escrow Agent as provided in this Agreement. If either party shall declare the other party in default under this Agreement and such party makes demand (the "Demand") upon Escrow Agent for possession of the Deposit, said party must provide the other party with a copy of such Demand made upon Escrow Agent. Except with respect to Demands for the Deposit made by Buyer prior to or on the expiration of the Feasibility Study Period (in which event Escrow Agent shall promptly deliver the Deposit to Buyer upon demand), Escrow Agent shall not disburse the Deposit in accordance with the Demand until the demanding party delivers to Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party's receipt of the Demand and Xxxxxx Agent has not received written objection to such demand within the five (5) business days following said party's receipt of the copy of such Demand. If any dispute or difference arises between Buyer and Seller or if any conflicting demands shall be timely made upon Escrow Agent or if the Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Agreement, it may, in its sole discretion, continue to hold such funds until the parties mutually agree to disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties hereto, or Escrow Agent may deposit such funds with the Clerk of the Circuit Court of Sumter County, Florida, pursuant to interpleader procedure, whereupon after notifying all parties concerned with such action and paying all costs imposed by the Clerk as a result of such deposit, all liability on the part of Escrow Agent shall terminate except to the extent of accounting for any monies theretofore delivered out of escrow. Xxxxx and Xxxxxx Seller hereby agree to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including without limitation, costs of investigation and legal counsel fees which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties hereunder and including, without limitation, any litigation arising from this Agreement or involving the subject matter hereof, except for matters arising out of the gross negligence or malfeasance of Escrow Agent.

Escrow Agent and Escrow Procedure. Escrow Agent, by acceptance of the funds deposited Deposit delivered by Xxxxx Buyer hereunder, agrees to hold such funds the Deposit and to disperse deliver the same only in accordance with the terms and conditions of this Agreement. In the event performing any of a termination of this Agreement or a default under this Agreement, the Deposit (inclusive of the interest accrued thereon) shall be delivered or disbursed by Escrow Agent as provided in this Agreement. If either party shall declare the other party in default under this Agreement and such party makes demand (the "Demand") upon Escrow Agent for possession of the Deposit, said party must provide the other party with a copy of such Demand made upon Escrow Agent. Except with respect to Demands for the Deposit made by Buyer prior to or on the expiration of the Feasibility Study Period (in which event Escrow Agent shall promptly deliver the Deposit to Buyer upon demand)its duties hereunder, Escrow Agent shall not disburse incur any liability to anyone for any damage, losses or expenses, except for willful default or breach of trust, and it shall accordingly not incur any such liability with respect to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to due execution and the validity and effectiveness of its provisions but also as to the trust and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons to conform with the provisions of this Agreement. If, at any time during this Agreement, demand for the Deposit in accordance with the Demand until the demanding party delivers is made to Escrow Agent evidence by a party to this Agreement (e.g.the “Demanding Party”), returned receipt from U.S. Postal Service) a copy of such demand shall be delivered to the other party's receipt of party (the Demand “Responding Party”), and Xxxxxx Agent has not received written objection to such demand within the Responding Party shall then have five (5) business days following said party's receipt within which to deliver notice to Escrow Agent that it either consents to the delivery of the copy Deposit to the Demanding Party or in good faith objects to such delivery. In the event that no such responsive notice is delivered within the time frames by the Responding Party, Escrow Agent shall be authorized to deliver the Deposit to the Demanding Party without any authorization to do so from the Responding Party. Under no circumstances shall Escrow Agent return any portion of such Demandthe Deposit to Buyer without satisfactory evidence that all of the Expenses have been fully paid by Buyer. If any dispute or difference arises between Buyer and Seller or if any conflicting demands shall be timely made upon Escrow Agent or if shall have received an objection to the disbursement of the Deposit from the Responding Party within the time frame herein prescribed, Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Agreement, it may, in its sole discretion, shall: (1) continue to hold the Deposit until Escrow Agent receives written notice from both Seller and Buyer directing the disbursement of the Deposit in accordance with such funds until the parties mutually agree to disbursement thereof, direction or until a judgment of a court of competent jurisdiction shall determine the rights of the parties hereto; or (2) upon demand of either Seller or Buyer, or Escrow Agent may deposit such funds upon its own initiative, place the Deposit with the Clerk of the Circuit Court of Sumter appropriate court for Brevard County, Florida, pursuant and commence an action for interpleader, the costs thereof to interpleader procedure, be borne by whichever of Seller or Buyer is determined to not be entitled to the Deposit whereupon after notifying all parties concerned with such action and paying all costs imposed by the Clerk as a result of such deposit, all liability on the part of Escrow Agent shall terminate terminate. In any litigation arising under this Agreement, it is agreed that the non-prevailing party shall indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including without limitation, costs of investigation and attorneys’ fees which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties hereunder and including, without limitation, any litigation arising from this Agreement or involving the subject matter hereof, except to the extent of accounting for any monies theretofore delivered matters arising out of escrowthe gross negligence or willful malfeasance of Escrow Agent. Xxxxx Buyer and Xxxxxx Seller hereby agree to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including without limitation, costs of investigation and legal counsel fees which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties hereunder and including, without limitation, any litigation arising from this Agreement or involving the subject matter hereof, except for matters arising out of the gross negligence or willful malfeasance of Escrow Agent.