Escrow Holder. Seller and Buyer covenant and agree that in performing any of its duties under this Agreement, Title Company shall not be liable for any loss, costs or damage which it may incur as a result of serving as Escrow Holder hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. Accordingly, Title Company shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.
Escrow Holder. At the Close of Escrow, Escrow Holder will promptly undertake all of the following:
Escrow Holder. Each stock certificate representing issued and outstanding Unvested Shares shall be held in escrow by the Escrow Holder, together with a stock assignment executed in blank by the Optionee with respect to the Unvested Shares represented by such stock certificate. Each stock certificate representing Unvested Shares shall be held in escrow pursuant to this Section 8 until all of such Unvested Shares become fully vested pursuant to, and in accordance with, the provisions of Section 6 or Section 7 hereof or until all of such Unvested Shares are repurchased by the Company pursuant to, and in accordance with, the provisions of Section 7 hereof, whichever occurs earlier.
Escrow Holder. The Closing shall occur through the Escrow opened at the Escrow Holder named in Section 1.4. Escrow Holder is designated, authorized and instructed to act as Escrow Holder pursuant to the terms of this Agreement.
Escrow Holder. The Xxxxxxx Money shall be delivered to Chicago Title Insurance Company, Two Gateway Center, 19th Floor, 603 Stanwix Street, Pittsburgh, Pennsylvania 15222- 1402, with the individual contact being Xxxxxxx Xxxxxxxxxx at (000) 000-0000 and xxxxxxxxxxx@xxx.xxx ("Escrow Holder"). Escrow Holder shall deposit and hold the Xxxxxxx Money in Escrow Holder's escrow account which is a non-interest bearing account at an FDIC insured financial institution.
Escrow Holder. 13 13.2 By Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . 13 13.3 Possession. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Escrow Holder. In performing its duties hereunder, Escrow Holder shall not incur any liability to anyone for any damages, losses or expenses, except for its negligence or intentional misconduct, and it shall accordingly not incur any such liability with respect (a) to any action taken or omitted in good faith upon advice of its counsel or (b) 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 its due execution and the validity and effectiveness of its provision, but also as to the truth and accuracy of any information contained therein, that Escrow Holder shall in good faith believe to be genuine, to have been signed or presented by a proper person,, and to conform to the provisions of this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless Escrow Holder against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and legal fees and disbursements, that may be imposed upon Escrow Holder or incurred by Escrow Holder in connection with its acceptance or performance of its duties hereunder, including any litigation arising out of this Agreement or involving the subject matter hereof, unless resulting from Escrow Holder's negligence or intentional misconduct. If any dispute shall arise between Seller and Buyer sufficient in the discretion of Escrow Holder to justify its doing so, Escrow Holder shall be entitled to tender into the registry or custody of the clerk of any state court of general jurisdiction located in the county in which the Real Property is located or the clerk for the United States District Court, having jurisdiction over the county in which the Real Property is located, any or all money, property or documents in its hands relating to this Agreement, together with such pleadings as it shall deem appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Seller and Buyer shall bear all costs and expenses of any such legal proceedings equally. Buyer and Seller have executed this Agreement as of the date written above.
Escrow Holder. The escrow holder shall be Commonwealth Land Title Insurance Company (“Escrow Holder”), whose address is 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Escrow Officer: Xxx Xxxxx; Telephone: (000) 000-0000; Telecopier: (000) 000-0000.
Escrow Holder. The escrow holder shall be Chicago Title Company ("ESCROW HOLDER"), whose address is 00000 Xxx Xxxxxx, Irvine, California 92606, Escrow Officer: Xxx Xxxxx; Telephone: (000) 000-0000; Telecopier: (949) 263-0356.
Escrow Holder. ESCROW HOLDER, by its execution below, hereby accepts (as of the date first above written) the foregoing Agreement and agrees to act as Escrow Company under this Agreement in strict accordance with its terms. COMMONWEALTH LAND TITLE INSURANCE COMPANY By: /s/ Mai-Ly Xxxxx Its: Mai-Ly Xxxxx Sr. Commercial Escrow Officer EXHIBIT A-1 LEGAL DESCRIPTION OF PROPERTY (CHESTERFIELD MALL) Chesterfield Towne Center (Richmond, VA) Exhibit A-1 EXHIBIT A-2 LEGAL DESCRIPTION OF PROPERTY (SALISBURY MALL) The Centre at Salisbury (Salisbury, MD) Exhibit X-0 XXXXXXX X-0 SCHEDULE OF LEASES (CHESTERFIELD MALL) Tenant Document Date Exhibit B-1 EXHIBIT B-2 SCHEDULE OF LEASES (SALISBURY MALL) Tenant Document Date Exhibit B-2 EXHIBIT B-3 SCHEDULE OF LICENSES (CHESTERFIELD MALL) Exhibit B-3 EXHIBIT B-4 SCHEDULE OF LICENSES (SALISBURY MALL) Exhibit B-4 EXHIBIT C FORM OF BARGAIN AND SALE DEED RECORDING REQUESTED BYAND WHEN RECORDED, RETURN TO: [_____________][_____________][_____________]Attn: [_____________] MAIL TAX STATEMENTS TO: [_____________][_____________][_____________]Attn: [_____________] FOR RECORDER’S USE BARGAIN AND SALE DEED For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MACERICH SCG LIMITED PARTNERSHIP, a California limited partnership (“Grantor”) does hereby grant and convey to [_____________], a [_____________] (“Grantee”), its successors and assigns, forever, the following real property situated in the City of Salisbury, County of Wicomico, State of Maryland: See Exhibit A attached hereto and made a part hereof by this reference, together with the improvements thereon and the tenements, hereditaments and appurtenances thereto belonging, and the rents, issues and profits thereof. Grantor hereby covenants that it has not done or suffered to be done any act, matter or thing whatsoever, to encumber the property hereby conveyed; that it will warrant specially the property hereby granted, and that it will execute such further assurances as may be requisite; provided, however, that this conveyance and such covenants are made subject to all current and future taxes and assessments not due and payable, and liens, encumbrances, reservations in patents, covenants, conditions, restrictions, rights of way, easements and other matters of record. THIS IS TO CERTIFY THAT THE WITHIN INSTRUMENT HAS BEEN PREPARED BY, OR UNDER THE SUPERVISION, OF THE UNDERSIGNED MARYLAND ATTORNEY, OR BY A PARTY TO THIS INSTRUMENT . Exhibit C-1
