Escrow of Deposit. The Deposit and interest accrued thereon shall be held in escrow by the Title Company as escrow agent subject to the terms of this Agreement, and shall be duly accounted for in accordance with this Agreement. The escrow agent shall not be liable for any action or failure to act taken or made in good faith in connection with the performance of its duties hereunder, but shall be liable only for its own willful default or misconduct. Purchaser and Seller agree to indemnify and hold harmless the escrow agent from any loss, damage, liability, cost or expense (including reasonable attorneys' fees and expenses) arising out of any act or action taken by it in good faith in connection with the performance of its duties hereunder, provided that Purchaser and Seller shall not indemnify the escrow agent against any loss, damage, liability, cost or expense arising out of willful misconduct, gross negligence, fraud or any violation of the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary with respect to the obligations of the escrow agent, should any dispute arise with respect to the delivery and/or ownership or right to possession of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled:
(a) by mutual agreement between the parties; or
(b) by final order, decree or judgment by a court of competent jurisdiction in the United States of America (and no such order, decree or judgment shall be deemed to be "final" unless and until the time of appeal has expired and no appeal has been made); and the escrow agent shall make payment of such amount as the parties may have mutually agreed or in accordance with such final order, decree or judgment. In no event shall the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The Title Company may resign as escrow agent hereunder, in its sole discretion, by giving twenty-four (24) hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) hours after such notice, the Title Company may transfer the Deposit, subject to the terms of this Agreement, to any bank with offices in Boston, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may transfer the Deposit to any Court with jurisdiction over the matter. Notwithstanding anything to t...
Escrow of Deposit. (a) The Deposit shall be held in escrow by Sherman, Silverstein, Xxxx, Xxxx & Xxxxxxxx, P.A., Attorneys-at-Law, herein referred to as Escrow Agent, who shall pay the same over to the Seller at the time of Closing hereunder or shall pay the same over to the party entitled thereto upon the cancellation or termination of this Agreement of Sale, and in either event said Escrow Agent shall thereupon be discharged from all liabilities therefor.
Escrow of Deposit. The Initial Deposit and Additional Deposit (collectively the “Deposit”) shall be paid not later than the date(s) specified in Paragraph 5. Seller’s attorney, as escrow agent, shall hold the Deposit in a non-interest bearing account until Closing or prior termination of this Contract. The Deposit shall be paid to the Seller at Closing. In the event of termination prior to Closing, the escrow agent shall (a) retain the Deposit in escrow until directed to disburse the Deposit by mutual agreement of the parties or by court order; or (b) commence an interpleader action and pay the Deposit into court whereupon the escrow agent shall be relieved of all further obligation. In the event that the Additional Deposit is not paid when due, Seller may give written notice of such failure to Buyer by certified mail, facsimile or hand delivery and if such Additional Deposit is not paid within five (5) days thereafter, this Contract shall be deemed terminated for Buyer’s default and the Initial Deposit shall be delivered to and retained by the Seller as liquidated damages, and thereupon, the parties shall be relieved of all further liability hereunder except as otherwise specifically set forth herein. The escrow agent shall not be liable for any error of judgment, or for any act performed or omitted in good faith, or for any mistake of law.
Escrow of Deposit. 13.01. The Deposit shall be held in escrow by Escrow Agent in an interest bearing account until disbursed as herein provided. Any interest accrued on the Deposit shall be paid to whichever party is entitled to the Deposit in accordance with the provisions of this Agreement. The Deposit shall be held and disbursed by Escrow Agent in the following manner:
(a) to the Sellers at the Closing upon consummation of the Closing; or
(b) to the Sellers upon receipt by Escrow Agent of written demand therefor, stating that Purchaser has defaulted in the performance of Purchaser’s obligations under this Agreement and the facts and circumstances underlying such default or that the Sellers are otherwise entitled to the Deposit pursuant to the terms of this Agreement and certifying the basis for its entitlement under this Agreement; provided, however, that Escrow Agent shall not honor such demand until at least ten (10) days after it has sent a copy of such demand to Purchaser, nor thereafter, if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the provisions of Section 13.02; or
(c) to Purchaser upon receipt of written demand therefor, stating that either a Seller shall have defaulted in the performance of it’s obligations under this Agreement and the facts and circumstances underlying such default or that Purchaser is otherwise entitled to the Deposit under the provisions of this Agreement and certifying the basis for its entitlement under this Agreement; provided, however, that Escrow Agent shall not honor such demand until at least ten (10) days after it has sent a copy of such demand to the Sellers, nor thereafter if Escrow Agent shall have received written notice of objection from the Sellers in accordance with the provisions of Section 13.02.
13.02. Upon receipt of written demand for the Deposit by Purchaser or the Sellers pursuant to clause (b) or (c) of Section 13.01, Escrow Agent shall promptly send a copy thereof to the other party. The other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within the greater of five (5) days or three (3) business days after Escrow Agent delivers a copy of the written demand to the objecting party but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly send a copy thereof to the party who made the writt...
Escrow of Deposit. The Deposit shall be held, paid over and/or applied, by Escrowee in accordance with the following provisions:
(a) Escrowee shall hold the Deposit until the Closing or sooner termination of this Agreement. Any interest earned on the Deposit shall be paid to the same party entitled to be paid the Deposit hereunder (as and when such party is entitled to the Deposit), and the party receiving such interest shall pay any income taxes thereon. For purposes thereof, the tax identification numbers of the parties are as follows: 00-0000000 (Seller); and 00-0000000 (Purchaser).
(b) If this Agreement is validly terminated by Purchaser in accordance with the provisions of Section 4.1 hereof, the Deposit shall be refunded to Purchaser.
(c) At the Closing the Deposit shall be paid by Escrowee to Seller.
(d) If for any reason the Closing does not occur, Escrowee shall continue to hold the Deposit until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. Escrowee, however, shall have the right at any time to deposit the Deposit with the clerk of any federal or state court sitting in the State of New Jersey. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder.
(e) The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed to be the agent of either of the parties, and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of Escrowee's duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, in willful disregard of this Agreement or involving gross negligence on the part of Escrowee.
(f) Escrowee shall cause the Deposit to be maintained and invested in an interest-bearing money market account or accounts with Mellon Bank through its affiliate, The Boston Safe Deposit and Trust Company, or any other nationally recognized commercial bank. By executing ...
Escrow of Deposit. On the date hereof, the Purchaser has deposited with JPMorgan Chase Bank, N.A. (the “Deposit Escrow Agent”) (a) cash in the amount of $5,000,000 and (b) a note payable to the Company (the “Deposit Note”) in the amount of $5,000,000 due 12 business days after execution of this Agreement (collectively, the “Deposit”) to be held in escrow pursuant to the provisions of an escrow agreement among the parties hereto and the Deposit Escrow Agent in the form attached hereto as Exhibit A (the “Deposit Escrow Agreement”). Upon delivery of an additional $5,000,000 to the Deposit Escrow Agent, the Deposit Note shall be cancelled and returned to Purchaser. At the earlier of the Acceptance Time and the Closing, the Deposit Escrow Agent shall deliver the Deposit, together with all interest earned thereon, if any, to the paying agent for the Offer or Exchange Agent, as applicable.
Escrow of Deposit. The Deposit shall be held by Escrow Agent, in escrow, pursuant to the terms and provisions set forth and contained in this Master Purchase and Sale Agreement.
Escrow of Deposit. The Deposit shall be held in escrow (the “Escrow”) by Seller subject to the terms and provisions of this Contract. At Closing, in accordance with the terms of this Contract, the full amount of the Deposit shall be retained by Seller as a portion of the Purchase Price.
Escrow of Deposit. With respect to the Deposit, Escrowee is instructed as follows:
(a) Upon the Closing, the Cash Deposit shall be paid over to Seller and any Letter of Credit shall be delivered to Purchaser upon payment by Purchaser to Seller of the Purchase Price.
(b) (i) Escrowee shall draw the full proceeds under any Letter of Credit if (A) Escrowee shall receive a written statement signed by Seller as follows: "Purchaser has defaulted in its obligations under that certain Contract of Sale dated July 7, 1997"; or (B) the Letter of Credit will expire by its terms within thirty (30) days. Escrowee shall promptly upon receipt forward a copy of Seller's statement to Purchaser. Any such proceeds paid to and received by Escrowee shall be treated and disposed of hereunder as Cash Deposit.
Escrow of Deposit. 17 25. REPRESENTATIONS............................................18
