Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract. 2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereof. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request. 2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative makes a written demand upon Escrow Agent for payment of the Deposit or any part thereof, Escrow Agent shall give written notice to the other parties of such demand. If Escrow Agent does not receive a written objection from another party to the proposed payment within ten (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposit. 2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3. 2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, Sellers, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 5 contracts
Samples: Purchase and Sale Contract, Purchase and Sale Contract (Century Properties Fund Xvi), Purchase and Sale Contract (Angeles Income Properties LTD 6)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement solely with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 3 contracts
Samples: Purchase and Sale Contract, Purchase and Sale Contract (Consolidated Capital Institutional Properties), Purchase and Sale Contract (Consolidated Capital Institutional Properties)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If Except for the return of the Deposit to Purchaser as a result of Purchaser exercising its termination right under Section 3.2 below (in which event Escrow Agent shall promptly release the Deposit to Purchaser on demand), if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 3 contracts
Samples: Purchase and Sale Contract (Century Properties Fund Xvii), Purchase and Sale Contract (Consolidated Capital Properties Iv), Purchase and Sale Contract (Consolidated Capital Properties Iv)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If Except for the return of the Deposit to Purchaser as a result of Purchaser exercising its termination right under Section 3.2 below (in which event Escrow Agent shall promptly release the Deposit to Purchaser on demand), if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser's obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s 's agreement to comply with the terms of Seller’s 's closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 2 contracts
Samples: Purchase and Sale Contract, Purchase and Sale Contract (Oxford Residential Properties I LTD Partnership)
Escrow Provisions Regarding Deposit. 2.3.1 2.3.1. Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 2.3.2. Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 2.3.3. If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 2.3.4. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 2.3.5. The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 2.3.6. Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 2 contracts
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 2), Purchase and Sale Contract (Century Properties Fund Xiv)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing DateDeposit has not been released earlier in accordance with Section 2.3.2, Purchaser or Sellers' Representative and either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit, or the applicable portion thereof, to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.
Appears in 2 contracts
Samples: Purchase and Sale Contract (Consolidated Capital Growth Fund), Purchase and Sale Contract (Consolidated Capital Institutional Properties)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-termshort‑term, high-grade high‑grade securities, interest-bearing interest‑bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Deposit has not been released earlier in accordance with Section 2.3.2 and either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of Deposit to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day 5‑Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and Sellers, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.
Appears in 2 contracts
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties), Purchase and Sale Contract (Consolidated Capital Growth Fund)
Escrow Provisions Regarding Deposit. 2.3.1 2.3.1. Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 2.3.2. Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereof. Section 2.3.3, The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 2.3.3. If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser's obligations set forth in Section 3.5,2.
2.3.4 2.3.4. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 2.3.1. The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement solely with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 2.3.2. Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 2 contracts
Samples: Purchase and Sale Contract (Davidson Growth Plus Lp), Purchase and Sale Contract (Davidson Income Real Estate Lp)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.2.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement solely with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 2 contracts
Samples: Purchase and Sale Contract (Davidson Growth Plus Lp), Purchase and Sale Contract (Consolidated Capital Growth Fund)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If Except for the return of the Deposit to Purchaser as a result of Purchaser exercising its termination right under Section 3.2 below (in which event Escrow Agent shall promptly release the Deposit to Purchaser on demand), if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s 's agreement to comply with the terms of Seller’s 's closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 2 contracts
Samples: Purchase and Sale Contract (Century Properties Fund Xiv), Purchase and Sale Contract (HCW Pension Real Estate Fund LTD Partnership)
Escrow Provisions Regarding Deposit. 2.3.1 2.3.1. Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 2.3.2. Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 2.3.3. If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 2.3.4. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 2.3.1. The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement solely with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 2.3.2. Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Fund Xix)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing DateDeposit has not been released earlier in accordance with Section 2.3.2, Purchaser or Sellers' Representative and either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser's obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Contract (VMS National Properties Joint Venture)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such each Property according to its allocations set forth in Section 2.2 above, or released to Sellers pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' ’ Representative makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties of such demand. If Escrow Agent does not receive a written objection from another party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5 Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a Property is located. Escrow Agent shall give written notice of such deposit to Sellers' ’ Representative and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be)hereunder. Sellers hereby appoint Sellers' ’ Representative to give and receive notices to Escrow Agent regarding the Deposit. Any return of the Deposit to Purchaser provided for in this Contract shall be subject to Purchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, Sellers, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing DateDeposit has not been released earlier in accordance with Section 2.3.2, Purchaser or Sellers' Representative and either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser's obligation under Section 3.5.2 to return or certify the destruction of all information and Materials provided to Purchaser as a pre-condition to the return of the Deposit to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Contract (Oxford Residential Properties I LTD Partnership)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit (or any portion of it) to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, subject to Purchaser's written consent or ratification, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property each Property, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property in accordance with (or any portion of it) pursuant to the terms hereofof this Contract, including as set forth in Section 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing DateDeposit has not been released earlier in accordance with Section 2.3.2, and Purchaser or Sellers' Seller's Representative makes a written demand upon Escrow Agent for payment of any portion of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties of such demand. If Escrow Agent does not receive a written objection from another party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, in the event of a disagreement among the parties as to the proper disposition of any portion of the Deposit, Escrow Agent shall have the right at any time to deliver deposit the portion of the Deposit (or the portion thereof in questionissue, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Seller's Representative and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect (other than those that accrued prior to the Deposit (or the portion thereof so deposited into court, as the case may besuch deposit). Sellers hereby appoint Sellers' Seller's Representative to give and receive notices to Escrow Agent regarding the Deposit.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, convenience and that Escrow Agent shall not be deemed to be the agent of any of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s attorneys' fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, Sellers, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
2.3.7 If Purchaser becomes entitled, under any provision of this Agreement, to a return of all, or any portion, of the Deposit, Escrow Agent is hereby instructed to withhold from the amount of the Deposit to be returned to Purchaser the sum of $50,000.00 (the "Materials Security Deposit") and to withhold such amount from Purchaser until such time as Purchaser has fully complied with its obligations under Section 3.5.2 to deliver to the applicable Seller all Third-Party Reports and also all information and Materials provided to Purchaser by such Seller pursuant to this Contract. The satisfaction of Purchaser's obligations under Section 3.5.2 shall be evidenced by a written instruction to Escrow Agent signed by the applicable Seller upon request by Purchaser made at any time after the performance of Purchaser's obligations, which signature shall not unreasonably be withheld, conditioned or delayed.
2.3.8 The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deeds to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Growth Fund Xxii)
Escrow Provisions Regarding Deposit. 2.3.1 2.3.1. Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 2.3.2. Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If 2.3.3. Except for the return of the Deposit to Purchaser as a result of Purchaser exercising its termination right under Section 3.2 or Section 4.5.10 below (in which event Escrow Agent shall promptly release the Deposit to Purchaser on demand), if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 2.3.4. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken other than in connection with (i) any breach or suffered in bad faith in willful disregard violation of any written instructions provided by either party hereto or of the provisions of this Section 2 and any other provisions of this Contract relating to the Escrow Agent, (ii) any negligence or involving gross negligenceother tortious conduct of Escrow Agent, or (iii) any violation of law by Escrow Agent. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard constituting (i) any breach or violation of any written instructions provided by either party hereto or of the provisions of this Section 2 and any other provisions of this Contract relating to the Escrow Agent, (ii) any negligence or involving gross negligence on the part other tortious conduct of the Escrow Agent, or (iii) any violation of law by Escrow Agent.
2.3.5 2.3.5. The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 2.3.6. Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Growth Fund Xxii)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If Except for the return of the Deposit to Purchaser as a result of Purchaser exercising its termination right under Section 3.2 below (in which event Escrow Agent shall promptly release the Deposit to Purchaser on demand), if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with to a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s the parties’ joint closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Properties Iv)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, an interest-bearing FDIC insured bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, account and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates a termination of this Contract (or a deemed termination of this Contract) by Purchaser on or before the expiration of the Feasibility Period in accordance with the terms of Section 3.2 hereofthis Contract, in which event, Escrow Agent is hereby authorized to automatically disburse the entire Deposit and any interest thereon to Purchaser upon written notice to Escrow Agent without any required notice to Seller, (ii) the Closing Date for closing of the applicable Propertytransaction contemplated herein, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to Provided that (i) this Contract is not terminated (or deemed terminated) by Purchaser on or before the Closing Dateexpiration of the Feasibility Period, Purchaser or Sellers' Representative and (ii) the transaction contemplated herein does not close in accordance with the terms of this Contract, then, if either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten five (105) days Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect hereunder. Seller and Purchaser agree that a portion of the Initial Deposit equal to the Deposit (Independent Contract Consideration has been bargained for as consideration for Seller’s execution and delivery of this Contract and for Purchaser’s right of review, inspection and termination, and is independent of any other consideration or payment provided for in this Contract and, notwithstanding anything to the portion thereof so deposited into courtcontrary contained herein, as the case may be). Sellers hereby appoint Sellers' Representative to give is non-refundable and receive notices to Escrow Agent regarding the Depositshall be retained by Seller in all events.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution and delivery by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this sectionSection.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and, if not so terminated, the Closing and delivery of the Deed to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Rodin Global Property Trust, Inc.)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall shall, if requested by Purchaser, invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing DateDeposit has not been released earlier in accordance with Section 2.3.2, Purchaser or Sellers' Representative and either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in FDIC insured such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, or bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the ““ Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (National Property Investors 8 /Ca/)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow AgentPurchaser, in its discretion, deems suitable, while remaining consistent with Escrow Agents customary practices regarding such investments, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing DateDeposit has not been released earlier in accordance with Section 2.3.2, Purchaser or Sellers' Representative and either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser's obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a Property is locatedMaricopa County Superior Court. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Contract (VMS National Properties Joint Venture)
Escrow Provisions Regarding Deposit. 2.3.1 2.3.1. Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 2.3.2. Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 2.3.3. If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties both Seller and Purchaser to this Contract or a final judgment or arbitrator's decisionfrom a court of competent jurisdiction. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, or interplead with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser's obligations set forth in Section 3.5.2.
2.3.4 2.3.4. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken Escrow Agent acted negligently or suffered in bad faith in with willful disregard of this Contract or involving gross negligencemisconduct. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 2.3.5. The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s 's agreement to comply with the terms of Seller's and Purchaser’s respective closing instruction letter letters delivered at Closing (to the extent not inconsistent with this Contract) and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 2.3.6. Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Fund Xix)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the ““ Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Growth Fund Xxii)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shorta FDIC-term, high-grade securities, insured interest-bearing bank accounts, account or a FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts fund as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier earliest to occur of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3or (iii) immediately returned to Purchaser upon timely delivery of a notice of termination as set forth in Section 3.2. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If Except as provided for in Section 3.2 or in Section 4.5, if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, then Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s and Purchaser’s closing instruction letter letters delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Fund Xix)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing DateDeposit has not been released earlier in accordance with Section 2.3.2, Purchaser or Sellers' Representative and either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablesuitable and as reasonably approved by Purchaser, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract. For avoidance of doubt, if the Deposit is required to be returned to Purchaser under the terms of this Contract, Purchaser shall be entitled to all interest and income earned thereon.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against returned to Purchaser simultaneously with the Purchase Price for such Property Closing and funding of the subject transaction, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser's obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s 's agreement to comply with the terms of Seller’s 's closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Davidson Growth Plus Lp)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing DateDeposit has not been released earlier in accordance with Section 2.3.2, Purchaser or Sellers' Representative and either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten five (105) days Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit, or the applicable portion thereof, to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto hereto, which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s and Purchaser’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the ““ Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser. article III FEASIBILITY PERIOD
3.1 Feasibility Period. Subject to the terms of Sections 3.3 and 3.4 and the rights of Tenants under the Leases, from the Effective Date to and including August 4, 2009 (the “ Feasibility Period”), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees (collectively, “ Consultants”) shall, at no cost or expense to Seller, have the right from time to time to enter onto the Property:
3.1.1 To conduct and make any and all customary studies, tests, examinations, inquiries, and inspections, or investigations (collectively, the “ Inspections”) of or concerning the Property (including, without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys);
3.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property;
3.1.3 To ascertain and confirm the suitability of the Property for Purchaser’s intended use of the Property; and
3.1.4 To review the Materials at Purchaser’s sole cost and expense.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit in North Carolina and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with to a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser's obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s 's agreement to comply with the terms of Seller’s 's closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “" Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Angeles Income Properties LTD Ii)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If Except for the return of the Deposit to Purchaser as a result of Purchaser exercising its termination right under Section 3.2 below (in which event Escrow Agent shall promptly release the Deposit to Purchaser on demand), if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s 's agreement to comply with the terms of Seller’s 's closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (HCW Pension Real Estate Fund LTD Partnership)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing DateDeposit has not been released earlier in accordance with Section 2.3.2, Purchaser or Sellers' Representative and either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser's obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.
2.3.8 THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS THAT, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY, UNDER ORS 197.352. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES, THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 197.352.
Appears in 1 contract
Samples: Purchase and Sale Contract (VMS National Properties Joint Venture)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property the Property, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing DateDeposit has not been released earlier in accordance with Section 2.3.2, and Purchaser or Sellers' Seller’s Representative makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties of such demand. If Escrow Agent does not receive a written objection from another party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day 5‑Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Seller’s Representative and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be)hereunder. Sellers Seller hereby appoint Sellers' appoints Seller’s Representative to give and receive notices to Escrow Agent regarding the Deposit.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deeds to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts approved by Purchaser as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller or Purchaser, as applicable, pursuant to Section 10.1 or 10.2, as applicable, subject to each party’s rights under Section 2.3.3, and (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten five (105) days Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten five (105) day Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect hereunder. Seller and Purchaser agree that a portion of the Deposit equal to the Deposit (or Independent Contract Consideration has been bargained for and agreed to as consideration for Purchaser’s exclusive option to purchase the portion thereof so deposited into courtProperty pursuant to this Contract. The Independent Contract Consideration is independent of all other consideration provided for in this Contract, as and is nonrefundable in all events and shall be released to Seller upon the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposittermination of this Contract for any reason.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s and Purchaser’s closing instruction letter letters delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution and delivery by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this sectionSection.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Contract, and, if not so terminated, the Closing and delivery of the Deed to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Contract (Black Creek Diversified Property Fund Inc.)
Escrow Provisions Regarding Deposit. 2.3.1 2.3.1. Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 2.3.2. Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If 2.3.3. Except for the return of the Deposit to Purchaser as a result of Purchaser exercising its termination right under Section 3.2 below (in which event Escrow Agent shall promptly release the Deposit to Purchaser on demand for any or no reason at all), if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 2.3.4. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 2.3.5. The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 2.3.6. Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.. ARTICLE III
Appears in 1 contract
Samples: Purchase and Sale Contract (National Property Investors 6)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s 's agreement to comply with the terms of Seller’s 's closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Sellers, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereof. The tax identification numbers of the parties shall be furnished to Escrow Agent upon requestthis Contract.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative any party hereto makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties of such demand. If Escrow Agent does not receive a written objection from another party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5 Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a Property is located. Escrow Agent shall give written notice of such deposit to Sellers' ’ Representative and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be)hereunder. Sellers hereby appoint Sellers' ’ Representative to give and receive notices to Escrow Agent regarding the Deposit. Any return of the Deposit to Purchaser provided for in this Contract shall be subject to Purchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, Sellers, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Shelter Properties v Limited Partnership)
Escrow Provisions Regarding Deposit. 2.3.1 2.3.1. Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 2.3.2. Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If 2.3.3. Except for the return of the Initial Deposit to Purchaser (less the Non-Refundable Portion) as a result of Purchaser exercising its termination right under Section 3.2 below (in which event, Escrow Agent shall promptly release the Initial Deposit (less the Non-Refundable Portion) to Purchaser on demand), if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties both Seller and Purchaser to this Contract or a final judgment or arbitrator's decisionfrom a court of competent jurisdiction. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, or interplead with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser's obligations set forth in Section 3.5.2.
2.3.4 2.3.4. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken Escrow Agent acted negligently or suffered in bad faith in with willful disregard of this Contract or involving gross negligencemisconduct. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 2.3.5. The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s 's agreement to comply with the terms of Seller's and Purchaser’s respective closing instruction letter letters delivered at Closing (to the extent not inconsistent with this Contract) and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 2.3.6. Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Growth Fund Xxii)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If Except for the return of the Deposit to Purchaser as a result of Purchaser exercising its termination right under Section 3.2 below (in which event Escrow Agent shall promptly release the Deposit to Purchaser on demand), if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.Agent.\
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this sectionSection.
Appears in 1 contract
Samples: Purchase and Sale Contract (National Property Investors 6)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or to Purchaser provided for in this Contract shall be subject to Purchaser’s obligations to return the portion thereof so deposited into court, Materials to Seller as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Depositset forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Davidson Growth Plus Lp)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party Party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its reasonable discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party Party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on Closing Date, at which time the Deposit shall be applied against the Purchase Price, (ii) a Purchaser terminates this Contract default as described in Section 10.1, at which time the Deposit shall be released to Sellers pursuant to the terms of Section 10.1, (iii) a Seller default as described in Section 10.2, at which time the Deposit shall be released to Purchaser pursuant to the terms of Section 10.2, (iv) Purchaser exercises its termination rights pursuant to and in accordance with the terms of Section 3.2 hereofSections 3.2, (ii) the Closing Date for the applicable Property4.3, 4.5, 8.1, 8.3, 11.1, or 12.1, at which time, time the Allocated Deposit Amount for such Property shall be applied against released to Purchaser, less the Purchase Price for Independent Contract Consideration (which Escrow Agent shall deliver to the Sellers), pursuant to the terms of such Property applicable Section or (iiiv) the date on which Escrow Agent shall be authorized to disburse the Deposit as set forth in Section 2.3.3; provided, that, in any such Allocated Deposit Amount for such Property event, Escrow Agent shall provide prior written notice to the Parties in accordance with Section 2.3.3 before releasing any all or any portion of the terms hereofDeposit to any Party. The tax identification numbers of the parties Parties shall be furnished to Escrow Agent upon request.
2.3.3 If If, prior to the Closing Date, Purchaser or Sellers' Representative either Party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties Party of such demand. If Escrow Agent does not receive a written objection from another party the other Party to the proposed payment within ten five (105) days Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten five (105) day Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties Parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a Property any one of the Properties is located. Escrow Agent shall give written notice of any such deposit delivery of the Deposit to Sellers' Representative Sellers and Purchaser. Upon any such depositdelivery of the Deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 The parties Parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any of the parties Parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, actually incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties Parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution and delivery by Purchaser and Sellers, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Contract other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, including the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, Sellers, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this sectionSection 2.3.6.
2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing and delivery of the Deeds to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Contract (DC Industrial Liquidating Trust)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this ContractAgreement. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this ContractAgreement.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller or Purchaser pursuant to Section 10.1 or Section 10.2, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereof, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten five (105) days Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten five (105) day Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract Agreement or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Agreement shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Xxxxxx Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract Agreement or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Xxxxxx Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract Agreement or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this ContractAgreement. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing; provided, however, that (a) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract Agreement on Purchaser and SellersSeller, and the same shall become fully effective upon execution and delivery by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Agreement other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this sectionSection 2.3.6.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this Agreement, and, if not so terminated, the Closing and delivery of the Deed to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cohen & Steers Income Opportunities REIT, Inc.)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser's obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s 's agreement to comply with the terms of Seller’s 's closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Davidson Diversified Real Estate Ii Limited Partnership)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If Except for the return of the Deposit to Purchaser as a result of Purchaser exercising its termination right under Section 3.2 below (in which event Escrow Agent shall promptly release the Deposit to Purchaser on demand), if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereof(which demand shall only be made in accordance with this Contract), Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this ContractContract within three (3) Business Days after the Effective Date. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s 's agreement to comply with the terms of Seller’s 's closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Escrow Provisions Regarding Deposit. 2.3.1 (a) Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this ContractAgreement. Escrow Agent shall invest deposit the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts agreements as Escrow Agent, in its discretion, deems suitable. All interest shall accrue to and be reported to applicable taxing authorities, including the Internal Revenue Service, for the account of the party to whom such interest is or will be paid. Upon request of the Escrow Agent, the parties hereto shall supply the Escrow Agent with his/her/its Social Security/Federal Identification Number. A Form W-9 is annexed to this Agreement and all interest must be completed by either Seller or Purchaser, as the case may be, concurrently with the execution of this Agreement. Seller and income thereon Purchaser agree that the Escrow Agent shall become part not be responsible for any penalties, loss of principal or interest, or the consequences of a delay in withdrawal of the Deposit and shall interest accrued thereon (the “Escrow”), if any, which may be remitted to imposed as a result of the party entitled to making or the Deposit redeeming of the above investment, as the case may be, pursuant to this ContractAgreement. Seller and Purchaser also agree that Escrow Agent shall not be liable for any loss or impairment of the Deposit while the Deposit is in the course of collection or of the Escrow if such loss or impairment results from the failure, insolvency or suspension of the financial institution in which the Deposit is deposited.
2.3.2 (b) Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iiih) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 1.3(c) below. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to shall hold the Escrowed Termination (as defined in Section 13.19 below) until the earlier occurrence of (A) the Closing Date, Purchaser at which time the Escrowed Termination shall be recorded in the real property records of the County of Larimer, State of Colorado (the “Records”), or Sellers' Representative (8) the date on which Escrow Agent shall be authorized to record the Escrowed Termination as set forth in Section 1.3(d) below.
(c) If the Deposit has not been released earlier in accordance with Section 1.3(b), and either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demanddemand in accordance with the notice provisions of this Agreement. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten five (105) days Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract Agreement or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if anyDeposit, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder hereunder.
(d) If the Escrowed Termination has not been recorded in the Records in accordance with respect Section 1.3(b) and Seller makes a written demand upon Escrow Agent for recordation of the Escrowed Termination, Escrow Agent shall give written notice to the Deposit (or other party of such demand in accordance with the portion thereof so deposited into court, as the case may be)notice provisions of this Agreement. Sellers hereby appoint Sellers' Representative to give and receive notices to If Escrow Agent regarding does not receive a written objection from Purchaser to the Depositproposed recording of the Escrowed Termination within five (5) Business Days after the giving of such notice, Escrow Agent is hereby authorized to record the Escrowed Termination in the Records; provided, however, Purchaser shall only be permitted to object to the recording of the Escrowed Termination if Seller is then in default under this Agreement. If Escrow Agent does receive such written objection within such 5-Business Day period, Escrow Agent shall continue to hold the Escrowed Termination until otherwise directed by written instructions from the parties to this Agreement or a final judgment or arbitrator’s decision. However, Escrow Agent shall have the right at any time to deposit the Escrowed Termination with a court of competent jurisdiction in the state in which the Property is located. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
2.3.4 (e) The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract Agreement or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract Agreement or involving gross negligence on the part of the Escrow Agent.
2.3.5 (f) The parties shall deliver to Escrow Agent an executed copy of this ContractAgreement, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing1.3; provided, however, that (i) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract Agreement on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (it) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Agreement other than this Section 2.31.3.
2.3.6 (g) Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, returns and statements regarding the transaction required by the Code including, but not limited to, the tax reports returns required pursuant to Section 6045 of the Code. Further.
(h) The provisions of this Section 1.3 shall survive the termination of this Agreement, Escrow Agent agrees and, if not so terminated, the Closing and delivery of the Deed (as defined below) to indemnify and hold Purchaser, Sellers, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Gc Net Lease Reit, Inc.)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5 Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.4.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the ““ Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such shortan FDIC-term, high-grade securitiesinsured, interest-bearing bank accounts, account or FDIC-insured money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefund reasonably approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold and apply the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in strict accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofthis Contract. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If Except for the return of the Deposit to Purchaser as a result of Purchaser exercising its termination right under Section 3.2 below (in which event Escrow Agent shall promptly release the Deposit to Purchaser on demand), if prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten five (105) days Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten five (105) day Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser's obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s 's agreement to comply with the terms of Seller’s 's closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Fund Xvii)
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income earned thereon shall become part be for the benefit of the Deposit Purchaser, and Purchaser shall be remitted to the party entitled to the Deposit pursuant same regardless of who is entitled to this Contractthe Deposit. Purchaser's federal tax identification number is 00-0000000.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such each Property according to its Applicable Share, or released to Sellers pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.3.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative makes a written demand upon Escrow Agent (with a copy to the other party) for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such noticenotice by Escrow Agent, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5 Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be)hereunder. Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposit. Any return of the Deposit (less the Non-Refundable Initial Deposit Component) to Purchaser provided for in this Contract shall be subject to Purchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement solely with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, Sellers, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Davidson Diversified Real Estate Ii Limited Partnership)
Escrow Provisions Regarding Deposit. 2.3.1 2.5.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such (a) Treasury Bills or other short-term--term U.S. governmental obligations or repurchase contracts for the same, high-grade securities, interest-bearing bank accounts, (b) one or more money market funds funds, the sole assets of which are Treasury Bills or accounts, bank certificates of deposit other short--term U.S. governmental obligations or bank repurchase contracts as for the same, or (c) any other investment approved by both Seller and Purchaser. Upon completion of all documentation required by the Escrow Agent, in its discretionincluding a completed IRS Form W--9 from Purchaser, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 2.5.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.5.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 2.5.3 If prior to the Closing DateDeposit has not been released earlier in accordance with Section 2.5.2, Purchaser or Sellers' Representative and either party makes a written demand in accordance with Section 15.5 upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days five Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser's obligation under Section 3.2 to return all Third--Party Reports and information and Materials provided to Purchaser as a pre--condition to the return of the Deposit to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day five--Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or notification of a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a Property is locatedState of Wyoming. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 2.5.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties or liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 2.5.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing2.5; provided, however, that (a) Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (b) the signature of Escrow Agent will shall not be necessary to amend any provision of this Contract, Contract other than this Section 2.32.5.
2.3.6 2.5.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary informationat Closing provide to Seller or Purchaser, reportsas appropriate, returnsa completed IRS Form 1099--S and shall cause a completed IRS Form 1099--MT to be prepared and provided to Seller or Purchaser, as appropriate.
2.5.7 The provisions of this Section 2.5 shall survive the termination of this Contract, and statements regarding if not so terminated, shall survive the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 Closing and delivery of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, Sellers, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this sectionDeed.
Appears in 1 contract
Escrow Provisions Regarding Deposit. 2.3.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur occurrence of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable PropertyDate, at which time, time the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property Price, or released to Seller pursuant to Section 10.1, or (iiiii) the date on which Escrow Agent shall be authorized to disburse such Allocated the Deposit Amount for such Property as set forth in accordance with the terms hereofSection 2.2.2. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to the Closing Date, Purchaser or Sellers' Representative Date either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten (10) days 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deliver the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to hereunder. Any return of the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices Purchaser provided for in this Contract shall be subject to Escrow Agent regarding the DepositPurchaser’s obligations set forth in Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s 's fees, incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement solely with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing, Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and the signature of Escrow Agent will not be necessary to amend any provision of this Contract, other than this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s 's failure to file the reports Escrow Agent is required to file pursuant to this section.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 2)
Escrow Provisions Regarding Deposit. 2.3.1 (a) Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this ContractAgreement. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds a federally insured or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitablefederally backed investment approved by Purchaser and Seller, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Allocated Deposit Amount for each Property until the earlier to occur of (i) the date on which Purchaser terminates this Contract in accordance with the terms of Section 3.2 hereof, (ii) the Closing Date for the applicable Property, at which time, the Allocated Deposit Amount for such Property shall be applied against the Purchase Price for such Property or (iii) the date on which Escrow Agent shall be authorized to disburse such Allocated Deposit Amount for such Property in accordance with the terms hereofAgreement. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 If prior to (b) Escrow Agent shall hold the Deposit until the earlier occurrence of (i) the Closing Date, Purchaser at which time the Deposit shall be applied against the Purchase Price, or Sellers' Representative (ii) the date on which Escrow Agent shall be authorized to disburse the Deposit as set forth in Section 1.3(c) below.
(c) If the Deposit has not been released earlier in accordance with Section 1.3(b), and either party makes a written demand upon Escrow Agent for payment of the Deposit or any part thereofDeposit, Escrow Agent shall give written notice to the other parties party of such demand. If Escrow Agent does not receive a written objection from another the other party to the proposed payment within ten five (105) days Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such paymentpayment (subject to Purchaser’s obligation under Section 2.5(b) below to return or certify the destruction of all Third-Party Reports (as defined below) and information and Materials (as defined below) provided to Purchaser as a pre-condition to the return of the Deposit to Purchaser). If Escrow Agent does receive such written objection within such ten (10) day 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract Agreement or a final judgment or arbitrator's ’s decision. However, Escrow Agent shall have the right at any time to deliver deposit the Deposit (or the portion thereof in question, as the case may be) and interest thereon, if any, with a court of competent jurisdiction in the state or commonwealth in which a the Property is located. Escrow Agent shall give written notice of such deposit to Sellers' Representative Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder with respect to the Deposit (or the portion thereof so deposited into court, as the case may be). Sellers hereby appoint Sellers' Representative to give and receive notices to Escrow Agent regarding the Deposithereunder.
2.3.4 (d) The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract Agreement or involving gross negligence. Sellers Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract Agreement or involving gross negligence on the part of the Escrow Agent.
2.3.5 (e) The parties shall deliver to Escrow Agent an executed copy of this ContractAgreement, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement with respect to comply with the terms of Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3. Notwithstanding the foregoing1.3; provided, however, that (i) Escrow Agent's ’s signature hereon shall not be a prerequisite to the binding nature of this Contract Agreement on Purchaser and SellersSeller, and the same shall become fully effective upon execution by Purchaser and SellersSeller, and (ii) the signature of Escrow Agent will not be necessary to amend any provision of this Contract, Agreement other than this Section 2.31.3.
2.3.6 (f) Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, SellersSeller, and their respective attorneys and brokers harmless from and against any Losses (as defined below) resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.
(g) The provisions of this Section 1.3 shall survive the termination of this Agreement, and, if not so terminated, the Closing and delivery of the Deed (as defined below) to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT, Inc.)
