Escrow Agent Terms Sample Clauses

Escrow Agent Terms. The acceptance by Fidelity of its obligations hereunder is subject to the following terms and conditions: (
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Escrow Agent Terms. 3.3.1. In the event of a default by Buyer under the terms of this Agreement leading to termination of this Agreement by Seller as provided in Section 12.1 below, or the termination of this Agreement by Seller in accordance with its terms, Escrow Agent is instructed to deliver the Xxxxxxx Money to Seller. In the event of a default by Seller under the terms of this Agreement as provided in Sec- tion 12.2 below, or the termination of this Agreement by Buyer in accordance with its terms, Escrow Agent is instructed to deliver the Xxxxxxx Money to Buyer. If the sale of the Property is closed, Escrow Agent is instructed to deliver the Xxxxxxx Money to Seller to be treated as a credit against the Purchase Price at Closing. 3.3.2. The duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature and the Escrow Agent incurs no liability whatever except for gross negli- gence or willful or wanton misconduct. Seller and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. If Escrow Agent is also attorney for a party hereto, service by the Escrow Agent as Escrow Agent does not disqualify it from representing such party in connection with the transactions provided for in this Agree- ment. 3.3.3. Any request for disbursement of the Xxxxxxx Money must be signed by Xxxxx and Seller; provided, however, that: (1) if either party terminates this Agreement in accordance with its terms, the non-terminating party’s joinder in a request for disbursement of the Xxxxxxx Money to the terminating party pursuant to such termination is not required and (2) if either party makes a written request for disbursement to Escrow Agent, with a copy to the other party, and the other party fails to object in writing within ten (10) business days, Escrow Agent is authorized to disburse the Xxxxxxx Money to the requesting party. In addition, Escrow Agent is authorized to disburse the Xxxxxxx Money in accordance with a court order. 3.3.4. In connection with this escrow, Xxxxx and Seller shall execute such ad- ditional agreements as Escrow Agent may reasonably request. If, at any time, there exists any dispute or contradiction among the parties hereto with respect to the holding or disposition of the Xxxxxxx Money or funds for Closing, or if at any time Escrow Agent is unable to determine to Escrow Agent’s sole satisfaction the proper disposition of the Xxxxxxx ...
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Escrow Agent Terms. The acceptance by the Escrow Agent of its duties and obligations under this Escrow Agreement is subject to the following terms and conditions which the parties to this Escrow Agreement hereby agree shall govern the rights, duties, liabilities and indemnities of the Escrow Agent:
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Escrow Agent Terms. 4.2.1 If a dispute arises between the Seller and the Purchaser with respect to the transactions described in this Agreement, the Escrow Agent shall be entitled to deliver the Cash or the Share Delivery to a court with appropriate jurisdiction, thereby relieving the Escrow Agent from all further duties or responsibilities with respect thereto. 4.2.2 The Escrow Agent shall have and may exercise the powers specifically delegated to it hereunder, together with such powers as are reasonably incidental thereto, but the Escrow Agent shall not have any implied duties or obligations to take any action hereunder except an action specifically provided by this Agreement to be taken by the Escrow Agent. The Escrow Agent shall not be liable to the Seller, the Purchaser or any other party for any action taken or omitted to be taken by the Escrow Agent hereunder or in connection herewith (except for gross negligence, willful misconduct or fraud). The Escrow Agent may execute any of its duties hereunder by or through its officers, employees, agents and attorneys-in-fact. 4.2.3 The Escrow Agent shall in all cases be entitled to rely upon, and be fully protected in acting or in refraining from acting under, this Agreement or in accordance with any and all written notices, demands, objections, directions and orders or other documents received by it in accordance with this Agreement (together with this Agreement, collectively, the “Documents”); provided that the Escrow Agent is of the belief that the Documents are genuine, correct in all material respects, and have been executed or delivered by the proper person or entity. 4.2.4 The Seller and the Purchaser agree that: (i) the Escrow Agent assumes no responsibility for, and shall not be liable for, the performance of the obligations of either the Seller or the Purchaser as contained in this Agreement or the other Documents; (ii) the Escrow Agent is only obligated as set forth in the Escrow Agreement, the Settlement Agreement and this Agreement, including but limited to holding the Cash or the Share Delivery in escrow and delivering it in the manner described herein and therein; and (iii) except for actions or claims made by the Seller or the Purchaser arising out of the Escrow Agent’s gross negligence, willful misconduct or fraud in connection with the Escrow Agent’s duties hereunder, the Seller and the Purchaser, jointly and severally, agree to indemnify and hold harmless the Escrow Agent from and against all other actions an...
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Escrow Agent Terms 
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Related to Escrow Agent Terms

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