Escrow Provisions. The Deposit and any other sums (including, without limitation, any interest earned thereon) which the parties agree shall be held in escrow (herein collectively called the “Escrow Deposits”), shall be held by the Escrow Agent, in trust, and disposed of only in accordance with the following provisions: Section 13.1 The Escrow Agent shall invest the Escrow Deposits in government insured interest-bearing instruments reasonably satisfactory to both Buyer and Seller, shall not commingle the Escrow Deposits with any funds of the Escrow Agent or others, and shall promptly provide Buyer and Seller with confirmation of the investments made. Section 13.2 If the Closing occurs, the Escrow Agent shall deliver the Escrow Deposit to, or upon the instructions of, Seller on the Closing Date. Section 13.3 If for any reason the Closing does not occur on the Closing Date, either Seller or Buyer may deliver written notice to Escrow Agent and the other party stating that the Purchase and Sale Agreement has terminated and that such party is entitled to disbursement of the Xxxxxxx Money pursuant to the Purchase and Sale Agreement. The receiving party shall have ten (10) business days after receipt of such notice to object to such claim by notifying the requesting party and the Escrow Agent in writing of such objection. If no such notice of objection is received by the Escrow Agent within the time period specified above and the Escrow Agent received the evidence that the receiving party has received the aforesaid notice from the requesting party, the Escrow Agent shall disburse funds equal to the amount specified in the requesting party’s notice promptly after the expiration of the ten (10) business day period. If a notice of objection is received by the Escrow Agent, the Escrow Agent shall take no action until it shall have received (i) written instructions signed by the Seller and the Buyer or (ii) a decision by a court of competent jurisdiction directing the Escrow Agent to take certain action. Section 13.4 The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent. Section 13.5 Buyer shall pay any income taxes on any interest earned on the Escrow Deposits. Buyer represents and warrants to the Escrow Agent that its taxpayer identification number is as set forth adjacent to Buyer’s signature on the signature page to this Agreement. Section 13.6 The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that the Escrow Agent has received and shall hold the Escrow Deposits in escrow, and shall disburse the Escrow Deposits pursuant to the provisions of this Article 13. The provisions of this Article 13 shall survive the Closing (and not be merged therein) or earlier termination of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland American Real Estate Trust, Inc.)
Escrow Provisions. The Deposit and any other sums (includinga. Escrow Agent shall hold the Funds, without limitation, any together with all interest earned thereon) which the parties agree shall be held , in escrow (herein collectively called the “Escrow Deposits”), shall be held by the Escrow Agent, in trust’s escrow account at a bank reasonably satisfactory to Landlord and Tenant, and disposed shall cause the Funds to earn interest at such bank’s then prevailing insured money market rates on deposits of only similar size, or in accordance with the following provisions:
Section 13.1 The a federal money market mutual fund. Escrow Agent shall invest have no liability for any fluctuations in the Escrow Deposits interest rate paid by such bank or in government insured interest-bearing instruments reasonably satisfactory to both Buyer such mutual fund on the Funds, and Seller, shall is not commingle the Escrow Deposits with any funds of the a guarantor thereof.
b. If Escrow Agent receives a notice signed by both Landlord and Tenant stating that this Agreement has been terminated or otherscanceled, and shall promptly provide Buyer and Seller with confirmation of the investments made.
Section 13.2 If the Closing occurs, the Escrow Agent shall deliver the Funds (or remaining balance thereof), together with the interest thereon, as directed therein.
c. If Escrow Deposit toAgent receives a written request signed by Landlord or Tenant (the “Noticing Party”) stating that this Agreement has been canceled or terminated and that the Noticing Party is entitled to all or a portion of the Funds, or upon the instructions of, Seller on the Closing Date.
Section 13.3 If for any reason the Closing does not occur on the Closing Date, either Seller or Buyer may deliver written notice to Escrow Agent and that the other party stating hereto (the “Non-Noticing Party”) has defaulted in the performance of its obligations hereunder and that the Purchase and Sale Agreement has terminated and that such party Noticing Party is entitled to disbursement all or a portion of the Xxxxxxx Money pursuant Funds, Escrow Agent shall deliver (by any of the methods of service described in Section 13 above) a copy of such request to the Purchase and Sale AgreementNon-Noticing Party. The receiving party Non-Noticing Party shall have ten (10) business days after receipt of such notice the right to object to such claim request for the Funds, or portion thereof, by notifying the requesting party and the Escrow Agent in writing of such objection. If no such notice of objection is delivered to and received by the Escrow Agent within seven (7) Business Days after the time period specified above and date of Escrow Agent’s submitting such copy to the Escrow Agent received the evidence that the receiving party has received the aforesaid notice from the requesting partyNon-Noticing Party, the but not thereafter. If Escrow Agent shall disburse funds equal to the amount specified in the requesting party’s notice promptly after the expiration of the ten (10) business day period. If not have so received a notice of objection is received by from the Escrow AgentNon-Noticing Party, the Escrow Agent shall take no action until it deliver the Funds (or portion thereof, as applicable), together with the interest earned thereon, to the Noticing Party. If Escrow Agent shall have received a notice of objection within the time herein prescribed, Escrow Agent shall refuse to comply with any requests or demands on it and shall continue to hold the balance of the Funds, together with any interest earned thereon, until Escrow Agent receives either (ia) written instructions a notice signed by both Landlord and Tenant stating who is entitled to the Seller Funds (or remaining portion thereof, as applicable) and the Buyer interest or (iib) a decision by final order of a court of competent jurisdiction directing disbursement of the Funds and interest in a specific manner, in either of which events Escrow Agent to take certain action.
Section 13.4 The parties acknowledge that shall then disburse the Escrow Agent is acting solely Funds (or portion thereof, as a stakeholder at their request and for their convenienceapplicable), that together with the interest earned thereon, in accordance with such notice or order. Escrow Agent shall not be deemed or become liable in any way or to any person for its refusal to comply with any such requests or demands until and unless it has received a direction of the nature described in subdivision (a) or (b) above. Notwithstanding anything to the contrary contained in this Section 14, Tenant shall have no right to object to the release of the Funds for the sole payment of the Monthly Rent pursuant to the second sentence of Section 6 above, and any notice of objection shall be disregarded by the Escrow Agent. For the purposes hereof the term “Business Days” shall mean all days except Saturdays, Sundays, and state or national legal holidays.
d. Any notice to Escrow Agent shall be sufficient only if received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Landlord and/or Tenant, or from Landlord and/or Tenant to Escrow Agent, provided for herein shall be addressed to the party to receive such notice at its notice address set forth in Section 13 above (with copies to be similarly sent to the agent additional persons therein indicated).
e. Notwithstanding the foregoing, if Escrow Agent shall have received a notice of either objection as provided for in Section 14(c) above within the time therein prescribed, or shall have received at any time before actual disbursement of the partiesFunds a notice signed by either Landlord or Tenant disputing entitlement to the Funds (or portion thereof, as applicable) or shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the parties hereto over entitlement to the Funds (whether or not litigation has been instituted), Escrow Agent shall have the right, upon notice to both Landlord and Tenant, (a) to deposit the Funds, together with the interest earned thereon with the Clerk of the Court in which any litigation is pending, and/or (b) to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, without limitation, the depositing of the Funds (or remaining balance thereof, as applicable), together with the interest earned thereon, with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Landlord or Tenant is the losing party, and that the thereupon Escrow Agent shall be released of and from all liability hereunder except for any previous gross negligence or willful misconduct.
f. Escrow Agent shall not be liable to either of the parties for any action error in judgment or omission on its part taken any act done or made omitted by it in good faithfaith or pursuant to court order, or for any mistake of fact or law. Escrow Agent shall not incur any liability in acting upon any document or instrument believed thereby to be genuine. Escrow Agent is hereby released and exculpated from all liability hereunder, except only for willful misconduct or gross negligence. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party has been authorized to do so. Escrow Agent shall not be liable for, and not in disregard Landlord and Tenant hereby jointly and severally agree to indemnify Escrow Agent against, any loss, liability or expense, including reasonable attorney’s fees paid to retained attorneys, arising out of any dispute under this Agreement, but shall be liable for including the cost and expense of defending itself against any claim arising hereunder.
g. The Escrow Agent’s undertaking to perform its negligent acts and for any Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from obligations hereunder is made in conjunction with the Escrow Agent’s mistake of law respecting services in connection with administering the Closing under the Contract. The Escrow Agent’s scope or nature of its duties. Seller and Buyer Agent shall jointly and severally indemnify and hold not be entitled to receive a separate fee for acting as the Escrow Agent harmless from and against all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent.
Section 13.5 Buyer shall pay any income taxes on any interest earned on the Escrow Deposits. Buyer represents and warrants to the Escrow Agent that its taxpayer identification number is as set forth adjacent to Buyer’s signature on the signature page to under this Agreement.
Section 13.6 The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that the Escrow Agent has received and shall hold the Escrow Deposits in escrow, and shall disburse the Escrow Deposits pursuant to the provisions of this Article 13. The provisions of this Article 13 shall survive the Closing (and not be merged therein) or earlier termination of this Agreement.
Appears in 1 contract
Samples: Sale Purchase Agreement (American Realty Capital New York Recovery Reit Inc)
Escrow Provisions. The Deposit and any other sums (including, without limitation, any interest earned thereon) which the parties agree shall be held in escrow (herein collectively called the “Escrow Deposits”), shall be held by the Escrow Agent, in trust, and disposed of only in accordance with the following provisions:
Section 13.1 The Escrow Agent shall invest joins in the Escrow Deposits in government insured interest-bearing instruments reasonably satisfactory execution of this Agreement solely for the purpose of acknowledging and agreeing to both Buyer and Seller, shall not commingle the Escrow Deposits with any funds provisions of this Section 3.2. The duties of the Escrow Agent or others, and shall promptly provide Buyer and Seller with confirmation be as follows:
(a) During the term of the investments made.
Section 13.2 If the Closing occursthis Agreement, the Escrow Agent shall deliver hold and disburse the Xxxxxxx Money in accordance with the terms and provisions of this Agreement.
(b) If Seller or Purchaser becomes entitled to receive the Xxxxxxx Money under the terms of this Agreement, then Escrow Agent shall disburse the Xxxxxxx Money to the party so entitled five (5) days after Escrow Agent’s receipt of written demand from such party specifying the provisions pursuant to which it is entitled to receive the Xxxxxxx Money. A copy of such demand must be provided to the other party contemporaneously with its being provided to the Escrow Deposit toAgent. If the other party has a good faith objection to the disbursement of the Xxxxxxx Money in accordance with such demand, or upon the instructions of, Seller on the Closing Date.
Section 13.3 If for any reason the Closing does not occur on the Closing Date, either Seller or Buyer may deliver written notice it must provide to Escrow Agent and the other party stating that claiming the Purchase and Sale Agreement has terminated and that entitlement to the Xxxxxxx Money, contemporaneously, a written objection to such party is entitled to disbursement disbursement, which objection must include a statement setting forth the specific basis of such party’s objection, within such five (5) day period. If the Escrow Agent receives such a written objection within the five (5) day period, then clause (c) below shall apply. If it does not, it shall immediately upon the expiration of such five (5) day period disburse the funds in accordance with such demand.
(c) The Escrow Agent shall pay the Xxxxxxx Money pursuant to in accordance with the Purchase joint written instructions of the Seller and Sale Agreement. The receiving party the Purchaser in any of the following events: (1) if this Agreement shall have ten be terminated by the mutual written agreement of Seller and Purchaser, or (102) business days after receipt of such notice to object to such claim by notifying the requesting party and if the Escrow Agent in writing of such objectionshall be unable to determine at any time to whom the Xxxxxxx Money should be paid, or (3) if a dispute shall develop between Seller and Purchaser concerning to whom the Xxxxxxx Money should be paid. If no such notice of objection is In the event that the joint written instructions shall not be received by the Escrow Agent within the time period specified above and ten (10) days after the Escrow Agent received the evidence that the receiving party has received the aforesaid notice from the requesting partyserved a written request for instructions upon Seller and Purchaser, then the Escrow Agent shall disburse funds equal have the option to transfer the amount specified Xxxxxxx Money to any court of competent jurisdiction and interplead Seller and Purchaser in the requesting party’s notice promptly after the expiration of the ten (10) business day period. If a notice of objection is received by the Escrow Agentrespect thereof, and thereupon the Escrow Agent shall take no action until it shall have received be discharged of any obligations in connection with this Agreement. Prior to any such transfer, in any case under (i2) written instructions signed by the Seller and the Buyer or (ii3) above, Escrow Agent shall always disburse the Xxxxxxx Money in accordance with a decision by final order of a court of competent jurisdiction directing (not subject to further appeal).
(d) If costs or expenses are incurred by the Escrow Agent in its capacity as Escrow Agent because of litigation or a dispute between the Seller and Purchaser arising out of the holding of the Xxxxxxx Money in escrow, the non-prevailing party in such dispute shall pay the Escrow Agent all of such reasonable costs and expenses. If there is no prevailing party, then the Seller and Purchaser shall each pay one half of such reasonable costs and expenses. Except for such reasonable costs or expenses, no fee or charge shall be due or payable to take certain actionthe Escrow Agent for its services as Escrow Agent.
Section 13.4 The parties (e) By joining herein, the Escrow Agent undertakes only to perform the duties and obligations imposed upon the Escrow Agent under the terms of this Agreement and expressly does not undertake to perform any of the other covenants, terms and provisions incumbent upon the Seller and the Purchaser hereunder.
(f) Purchaser and Seller hereby agree and acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and assumes no liability in connection herewith except for their convenience, gross negligence or willful misconduct; that the Escrow Agent shall never be responsible for the validity, correctness or genuineness of any document or notice referred to under this Agreement; and that in the event of any dispute under this Agreement, the Escrow Agent may seek advice from its own counsel and shall be fully protected in any action taken by it in good faith in accordance with the opinion of its counsel.
(g) The Xxxxxxx Money may be processed for collection in the normal course of business by Escrow Agent, which may commingle funds received by it with escrow or trust funds of others, but independently accounted under a separate subaccount thereof, at a federally insured bank of Escrow Agent's choosing (the "Depository"). Escrow Agent shall not be deemed accountable for any incidental benefit which may be attributable to be the agent of either of the parties, and that the funds so deposited. Escrow Agent shall not be liable to either for any loss caused by the failure, suspension, bankruptcy or dissolution of the parties Depository.
(h) Escrow Agent shall not be liable for loss or damage resulting from:
(i) any good faith act or forbearance of Escrow Agent;
(ii) any default, error, action or omission on of any party, other than Escrow Agent;
(iii) any defect in the title to any property;
(iv) the expiration of any time limit or other delay which is not caused by the failure of Escrow Agent to proceed in its part taken or made in good faithordinary course of business, and in no event where such time limit is not disclosed in disregard writing to the Escrow Agent;
(v) the lack of authenticity of any writing delivered to Escrow Agent or of any signature thereto, or the lack of authority of the signatory to sign such writing;
(vi) Escrow Agent's compliance with all attachments, writs, orders, judgments, or other legal process issued out of any court;
(vii) Escrow Agent's assertion or failure to assert any cause of action or defense in any judicial or administrative proceedings; or
(viii) any loss or damage which arises after the Xxxxxxx Money has been disbursed in accordance with the terms of this Agreement, but .
(i) Escrow Agent shall be liable for its negligent acts and for any Liabilities (including reasonable attorneys’ feesfully indemnified by the parties hereto, expenses and disbursements) incurred by Seller or Buyer resulting from except in the case of Escrow Agent’s mistake of law respecting the Escrow Agent’s scope gross negligence or nature willful misconduct, for all of its duties. Seller expenses, costs, and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) attorney's fees incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the any interpleader action which Escrow Agent in bad faithmay file to resolve any dispute as to the Xxxxxxx Money, in disregard of this Agreement or involving negligence on the part of which may be filed against the Escrow Agent.
Section 13.5 Buyer shall pay (j) If Escrow Agent is made a party to any income taxes judicial, non-judicial or administrative action, hearing or process based on acts of any interest earned of the other parties hereto and not on the Escrow Deposits. Buyer represents and warrants to the malfeasance and/or negligence of Escrow Agent that in performing its taxpayer identification number is as set forth adjacent to Buyer’s signature on duties hereunder, the signature page to this Agreement.
Section 13.6 The expenses, costs and reasonable attorney's fees incurred by Escrow Agent has executed this Agreement in responding to such action, hearing or process may be deducted from the place indicated on funds held hereunder and the signature page hereof in order to confirm that the party/parties whose alleged acts are a basis for such proceedings shall indemnify, save and hold Escrow Agent has received harmless from said expenses, costs and shall hold the Escrow Deposits in escrow, and shall disburse the Escrow Deposits pursuant to the provisions of this Article 13. The provisions of this Article 13 shall survive the Closing (and not be merged therein) or earlier termination of this Agreementfees so incurred.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Resource Apartment REIT III, Inc.)
Escrow Provisions. The Deposit and any other sums (including, without limitation, any interest earned thereon) which the parties agree Xxxxxxx Money shall be held in escrow (herein collectively called the “held, paid over and/or applied by Escrow Deposits”), shall be held by the Escrow Agent, in trust, and disposed of only Agent in accordance with the following provisionsfollowing:
Section 13.1 The (a) Escrow Agent shall invest hold the Escrow Deposits Xxxxxxx Money in government insured an interest-bearing instruments reasonably satisfactory to both Buyer bank account (or as otherwise agreed in writing by Sellers, Purchaser and Seller, shall not commingle Escrow Agent). The party receiving the Escrow Deposits with any funds benefit of the Escrow Agent or others, and Xxxxxxx Money shall promptly provide Buyer and Seller with confirmation of pay all income taxes on the investments made.
Section 13.2 If interest portion to the Closing occursextent so received. For purposes thereof, the tax identification number of each Seller is set forth on the Sellers’ Information Schedule and the tax identification number of Purchaser is 00-0000000. Escrow Agent shall deliver not be liable for any losses suffered in connection with any such investment (except to the extent of Escrow Deposit toAgent’s gross negligence or willful disregard of this Agreement) and shall have no obligation to obtain the best, or upon otherwise seek to maximize, the instructions of, Seller rate of interest earned on the Closing Dateany such investment.
(b) If this Agreement is terminated by Purchaser pursuant to any of Sections 2.3, 2.5, 3.2(a), 7.1 or 7.2, or by Sellers pursuant to Section 13.3 If for any reason 3.2(b), then the Closing does not occur on Xxxxxxx Money shall be immediately returned to Purchaser. At the Closing DateClosing, the Xxxxxxx Money shall automatically be paid by Escrow Agent to Sellers.
(c) In instances other than those described in subsections 1.7(b) above, the following shall apply: either Seller Sellers’ Representative or Buyer Purchaser (the “Requesting Party”) may deliver written notice submit to Escrow Agent and a written request for disbursement of the other party stating that Xxxxxxx Money, which request shall in all cases be accompanied by a good faith written explanation as to why the Purchase and Sale Agreement has terminated and that such party Requesting Party believes it is entitled to disbursement of the Xxxxxxx Money pursuant to the Purchase and Sale terms of this Agreement. The receiving Requesting Party, simultaneously with its submission of such written request to the Escrow Agent, shall deliver a copy of such request and explanation to the other party shall have ten (10the “Non-Requesting Party”). Moreover, within two (2) business days Business Days after Escrow Agent’s receipt of such notice to object to such claim by notifying the requesting party request and the Escrow Agent in writing of such objection. If no such notice of objection is received by the Escrow Agent within the time period specified above and the Escrow Agent received the evidence that the receiving party has received the aforesaid notice explanation from the requesting partyRequesting Party, the Escrow Agent shall disburse funds equal deliver a copy of the same to the amount specified in the requesting party’s notice promptly Non-Requesting Party. If, within five (5) Business Days after the expiration Non-Requesting Party’s receipt of the ten (10) business day period. If a notice of objection is received by such request and explanation from the Escrow Agent, the Non-Requesting Party fails to dispute the entitlement of the Requesting Party to the Xxxxxxx Money, then the Escrow Agent may disburse the Xxxxxxx Money to the Requesting Party. However, if, within five (5) Business Days after the Non-Requesting Party’s receipt of such request and explanation from the Escrow Agent, the Non-Requesting Party notifies Escrow Agent and the Requesting Party that (in substance) the Non-Requesting Party disputes the entitlement of the Requesting Party to the Xxxxxxx Money, then Escrow Agent shall take no action continue to hold the Xxxxxxx Money until it otherwise directed by joint written instructions from Sellers’ Representative and Purchaser or a final judgment of a court having jurisdiction. Escrow Agent, however, shall have received (i) written instructions signed by the Seller and right at any time to deposit the Buyer Xxxxxxx Money with the clerk of any Federal or (ii) a decision by a State court of competent jurisdiction directing the jurisdiction. Escrow Agent shall give written notice of such deposit to take certain actionSellers’ Representative and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. All notices and deliveries under this Section must be made in strict accordance with Section 10.4 below.
Section 13.4 (d) The parties acknowledge that the Escrow Agent (i) is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent (ii) shall not be deemed to be the agent of either of the parties, parties and that the Escrow Agent (iii) shall not be liable to either of the parties for any action act or omission on its part unless taken or made suffered in good bad faith, and not in willful disregard of this Agreement, but shall be liable for its negligent acts Agreement or involving gross negligence. Sellers and for any Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its duties. Seller and Buyer Purchaser shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all Liabilities (costs, claims and expenses, including reasonable attorneys’ fees, expenses fees and disbursements) , incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made suffered by the Escrow Agent in bad faith, in willful disregard of this Agreement or involving gross negligence by or on the part of the Escrow Agent.
. Escrow Agent shall be entitled to rely or act upon any notice, instrument or document believed by Escrow Agent to be genuine and to be executed and delivered by the proper person, and shall have no obligation to verify any statements contained in any notice, instrument or document or the accuracy or due authorization of the execution of any notice, instrument or document. Escrow Agent shall not be bound by any modification to this Section 13.5 Buyer 1.7 unless Escrow Agent shall pay any income taxes on any interest earned on the have agreed to such modification in writing. Escrow Deposits. Buyer represents and warrants Agent is not a party to this Agreement except to the Escrow Agent that extent of its taxpayer identification number is as set forth adjacent specific responsibilities hereunder, and does not assume or have any liability for the performance or non-performance of Purchaser or Sellers hereunder to Buyer’s signature on the signature page to this Agreement.
Section 13.6 The either of them. Escrow Agent has executed acknowledged agreement to the foregoing provisions of this Agreement Section 1.7 by signing in the place indicated on the signature page hereof in order to confirm that the Escrow Agent has received and shall hold the Escrow Deposits in escrow, and shall disburse the Escrow Deposits pursuant to the provisions of this Article 13. The provisions of this Article 13 shall survive the Closing (and not be merged therein) or earlier termination of this Agreement.
(e) Escrow Agent shall promptly notify Sellers’ Representative and Purchaser upon Escrow Agent’s receipt of the Xxxxxxx Money.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kite Realty Group Trust)
Escrow Provisions. a. The Deposit and any other sums (including, without limitation, any interest earned thereon) which Escrow Agent shall hold the parties agree shall be held Xxxxxxx Money in escrow in an interest-bearing bank account at Citibank, N.A. (herein collectively called the “Escrow DepositsAccount”), . Escrow Agent shall be held have no liability (i) for any levies by taxing authorities based upon the taxpayer identification number used to establish the Escrow AgentAccount or (ii) in the event of any failure, insolvency, or inability of Citibank, N.A. to disburse funds from the Escrow Account when required under this Section 15.4 or to pay accrued interest on the funds in trust, the Escrow Account upon demand for withdrawal.
b. The Escrow Agent shall hold the Xxxxxxx Money in escrow in the Escrow Account until the Closing or sooner termination of this Agreement and disposed of only shall hold or apply such proceeds in accordance with the following provisions:
Section 13.1 terms of this subsection 15.4(b). The Escrow Agent shall invest Sellers and the Escrow Deposits in government insured interest-bearing instruments reasonably satisfactory Buyer understand that no interest is earned on the Xxxxxxx Money during the time it takes to both Buyer transfer into and Seller, shall not commingle the Escrow Deposits with any funds out of the Escrow Agent or othersAccount. At Closing, and the Xxxxxxx Money shall promptly provide Buyer and Seller with confirmation of the investments made.
Section 13.2 If the Closing occurs, be paid by the Escrow Agent shall deliver the Escrow Deposit to, or upon at the instructions direction of, Seller on the Closing Date.
Section 13.3 Sellers. If for any reason the Closing does not occur on and either party makes a written demand upon the Closing DateEscrow Agent for payment of such amount, either Seller or Buyer may deliver the Escrow Agent shall, within 24 hours give written notice to Escrow Agent and the other party stating that the Purchase and Sale Agreement has terminated and that such party is entitled to disbursement of the Xxxxxxx Money pursuant to the Purchase and Sale Agreement. The receiving party shall have ten (10) business days after receipt of such notice demand. If the Escrow Agent does not receive a written objection within five Business Days after the giving of such notice, the Escrow Agent is hereby authorized to object to make such claim by notifying payment. If the requesting party and Escrow Agent does receive such written objection within such five Business Day period or if for any other reason the Escrow Agent in writing of good faith shall elect not to make such objection. If no such notice of objection is received by the Escrow Agent within the time period specified above and the Escrow Agent received the evidence that the receiving party has received the aforesaid notice from the requesting partypayment, the Escrow Agent shall disburse funds equal continue to hold such amount until otherwise directed by joint written instructions from the amount specified in the requesting party’s notice promptly after the expiration parties to this Agreement or a final judgment of the ten (10) business day perioda court of competent jurisdiction. If a notice of objection is received by the Escrow AgentHowever, the Escrow Agent shall take no action until it have the right at any time to deposit the Xxxxxxx Money with the clerk of the court of New York County. The Escrow Agent shall have received (i) give written instructions signed by notice of such deposit to the Seller Sellers and the Buyer or (ii) a decision by a court of competent jurisdiction directing Buyer. Upon such deposit the Escrow Agent to take certain actionshall be relieved and discharged of all further obligations and responsibilities hereunder.
Section 13.4 c. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action act or omission on its part taken or made in good faithpart, and not in disregard of this Agreement, but shall be liable other than for its negligent acts gross negligence or willful misconduct. The Sellers and for any Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all Liabilities (costs, claims and expenses, including reasonable attorneys’ fees, expenses ' fees and disbursements) , incurred in connection with the performance of the Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent.
Section 13.5 Buyer shall pay any income taxes on any interest earned on the Escrow Deposits. Buyer represents and warrants to the Escrow Agent that its taxpayer identification number is as set forth adjacent to Buyer’s signature on the signature page to this Agreement.
Section 13.6 d. The Escrow Agent has executed acknowledged its agreement to these provisions by signing this Agreement in the place indicated on following the signature page hereof in order to confirm that signatures of the Escrow Agent has received Sellers and shall hold the Escrow Deposits in escrow, and shall disburse the Escrow Deposits pursuant to the provisions of this Article 13. The provisions of this Article 13 shall survive the Closing (and not be merged therein) or earlier termination of this AgreementBuyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (DiamondRock Hospitality Co)
Escrow Provisions. The Deposit and any other sums (includingXxxxxxx Money Escrow Agent shall hold the Xxxxxxx Money, without limitationto the extent such Xxxxxxx Money is in the form of immediately available wired funds, any interest earned thereon) which the parties agree shall be held in escrow in an interest-bearing bank account at First American Trust, FFB (herein collectively called the “Escrow DepositsAccount”), .
(a) The Xxxxxxx Money Escrow Agent shall be held by hold the Xxxxxxx Money in escrow in the Escrow AgentAccount until any termination of the Inspection Period pursuant to Section 7.3 hereof, in trust, the Closing or any other sooner termination of this Agreement and disposed of only shall hold or apply such proceeds in accordance with the following provisions:
Section 13.1 terms of this subsection 14.5(b). The Escrow Agent shall invest Sellers and the Escrow Deposits in government insured interest-bearing instruments reasonably satisfactory Buyer understand that no interest is earned on the Xxxxxxx Money during the time it takes to both Buyer transfer into and Seller, shall not commingle the Escrow Deposits with any funds out of the Escrow Agent or others, and shall promptly provide Buyer and Seller with confirmation of the investments made.
Section 13.2 If the Closing occursAccount. At Closing, the Xxxxxxx Money shall be paid by the Xxxxxxx Money Escrow Agent shall deliver the Escrow Deposit to, or upon at the instructions direction of, Seller on the Closing Date.
Section 13.3 Sellers. If for any reason the Closing does not occur on as a result of a termination of this Agreement pursuant to Section 7.3, the Xxxxxxx Money shall be returned to Buyer in accordance with Section 2.3 hereof. If the Closing Datedoes not occur for any other reason and either party makes a written demand upon the Xxxxxxx Money Escrow Agent for payment of such amount, either Seller or Buyer may deliver the Xxxxxxx Money Escrow Agent shall, within 24 hours give written notice to Escrow Agent and the other party stating that the Purchase and Sale Agreement has terminated and that of such party is entitled to disbursement of demand. If the Xxxxxxx Money pursuant to Escrow Agent does not receive a written objection within three (3) Business Days after the Purchase and Sale Agreement. The receiving party shall have ten (10) business days after receipt giving of such notice notice, the Xxxxxxx Money Escrow Agent is hereby authorized to object to make such claim by notifying payment. If the requesting party and Xxxxxxx Money Escrow Agent does receive such written objection within such three (3) Business Day period or if for any other reason the Xxxxxxx Money Escrow Agent in writing of good faith shall elect not to make such objection. If no such notice of objection is received by the Escrow Agent within the time period specified above and the Escrow Agent received the evidence that the receiving party has received the aforesaid notice from the requesting partypayment, the Xxxxxxx Money Escrow Agent shall disburse funds equal continue to the hold such amount specified in the requesting party’s notice promptly after the expiration of the ten (10) business day period. If a notice of objection is received until otherwise directed by the Escrow Agent, the Escrow Agent shall take no action until it shall have received (i) joint written instructions signed by from the Seller and the Buyer parties to this Agreement or (ii) a decision by final judgment of a court of competent jurisdiction directing jurisdiction. However, the Xxxxxxx Money Escrow Agent shall have the right at any time to take certain actiondeposit the Xxxxxxx Money with the clerk of the court of Xxxx County, Illinois. The Xxxxxxx Money Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit the Xxxxxxx Money Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
Section 13.4 (b) The parties acknowledge that the Xxxxxxx Money Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Xxxxxxx Money Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Xxxxxxx Money Escrow Agent shall not be liable to either of the parties for any action act or omission on its part taken or made in good faithpart, and not in disregard of this Agreement, but shall be liable other than for its negligent acts gross negligence or willful misconduct. The Sellers and for any Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Xxxxxxx Money Escrow Agent harmless from and against all Liabilities (costs, claims and expenses, including reasonable attorneys’ fees, expenses fees and disbursements) , incurred in connection with the performance of the Xxxxxxx Money Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent.
Section 13.5 Buyer shall pay any income taxes on any interest earned on the Escrow Deposits. Buyer represents and warrants to the Escrow Agent that its taxpayer identification number is as set forth adjacent to Buyer’s signature on the signature page to this Agreement.
Section 13.6 (c) The Xxxxxxx Money Escrow Agent has executed acknowledged its agreement to these provisions by signing this Agreement in the place indicated on following the signature page hereof in order to confirm that signatures of the Escrow Agent has received Sellers and shall hold the Escrow Deposits in escrow, and shall disburse the Escrow Deposits pursuant to the provisions of this Article 13. The provisions of this Article 13 shall survive the Closing (and not be merged therein) or earlier termination of this AgreementBuyer.
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Escrow Provisions. (a) The Deposit and any other sums (includingEscrow Agent shall hold the Xxxxxxx Money, without limitationto the extent such Xxxxxxx Money is in the form of immediately available wired funds, any interest earned thereon) which the parties agree shall be held in escrow in an interest-bearing bank account at First American Trust, FFB (herein collectively called the “Escrow DepositsAccount”), .
(b) The Escrow Agent shall be held by hold the Xxxxxxx Money in escrow in the Escrow AgentAccount until any termination of the transaction contemplated by this Agreement pursuant to Section 7.3 hereof, in trust, the Closing or any other sooner termination of this Agreement and disposed of only shall hold or apply such proceeds in accordance with the following provisions:
Section 13.1 terms of this subsection 14.5(b). The Escrow Agent shall invest Sellers and the Escrow Deposits in government insured interest-bearing instruments reasonably satisfactory Buyer understand that no interest is earned on the Xxxxxxx Money during the time it takes to both Buyer transfer into and Seller, shall not commingle the Escrow Deposits with any funds out of the Escrow Account. At Closing, the Xxxxxxx Money shall be paid by the Escrow Agent to, or othersat the direction of, and shall promptly provide Buyer and Seller with confirmation of the investments made.
Section 13.2 Sellers. If the Closing occursdoes 52 not occur as a result of a termination of this Agreement pursuant to Section 7.3, the Xxxxxxx Money, together with all interest earned thereon, shall be returned to Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within 24 hours give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within three (3) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such three (3) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall deliver the Escrow Deposit to, or upon the continue to hold such amount until otherwise directed by joint written instructions of, Seller on the Closing Date.
Section 13.3 If for any reason the Closing does not occur on the Closing Date, either Seller or Buyer may deliver written notice to Escrow Agent and the other party stating that the Purchase and Sale Agreement has terminated and that such party is entitled to disbursement of the Xxxxxxx Money pursuant to the Purchase and Sale Agreement. The receiving party shall have ten (10) business days after receipt of such notice to object to such claim by notifying the requesting party and the Escrow Agent in writing of such objection. If no such notice of objection is received by the Escrow Agent within the time period specified above and the Escrow Agent received the evidence that the receiving party has received the aforesaid notice from the requesting partyparties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall disburse funds equal have the right at any time to deposit the Xxxxxxx Money with the clerk of the court of Xxxx County, Illinois. The Escrow Agent shall give written notice of such deposit to the amount specified in Sellers and the requesting party’s notice promptly after the expiration of the ten (10) business day periodBuyer. If a notice of objection is received by the Escrow Agent, Upon such deposit the Escrow Agent shall take no action until it shall have received (i) written instructions signed by the Seller be relieved and the Buyer or (ii) a decision by a court discharged of competent jurisdiction directing the Escrow Agent to take certain actionall further obligations and responsibilities hereunder.
Section 13.4 (c) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action act or omission on its part taken or made in good faithpart, and not in disregard of this Agreement, but shall be liable other than for its negligent acts gross negligence or willful misconduct. The Sellers and for any Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all Liabilities (costs, claims and expenses, including reasonable attorneys’ fees, expenses fees and disbursements) , incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent.
Section 13.5 Buyer shall pay any income taxes on any interest earned on the Escrow Deposits. Buyer represents and warrants to the Escrow Agent that its taxpayer identification number is as set forth adjacent to Buyer’s signature on the signature page to this Agreement.
Section 13.6 (d) The Escrow Agent has executed acknowledged its agreement to these provisions by signing this Agreement in the place indicated on following the signature page hereof in order to confirm that signatures of the Escrow Agent has received Sellers and shall hold the Escrow Deposits in escrow, and shall disburse the Escrow Deposits pursuant to the provisions of this Article 13. The provisions of this Article 13 shall survive the Closing (and not be merged therein) or earlier termination of this AgreementBuyer.
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Samples: Purchase and Sale Agreement (Duke Realty Limited Partnership/)
Escrow Provisions. (a) The Deposit Escrow Agent shall hold the Xxxxxxx Money in escrow in an interest-bearing bank account at Xxxxxx Guaranty Trust Company (the "ESCROW ACCOUNT"). It is understood that Buyer will initially post the Xxxxxxx Money in cash, but shall have a one time right to substitute either or both of the IBM Xxxxxxx Money and the City Center Xxxxxxx Money with the applicable Letter of Credit. If any other sums Letter of Credit is posted hereunder and the Closing with respect to the applicable Property has not occurred on or before 15 days prior to the first anniversary of the date of this Agreement (includingand this Agreement is still in force), without limitation, any interest earned thereon) which either Buyer will post a replacement Letter of Credit with an expiration date of one year from the parties agree date posted or Seller shall be held in escrow (herein collectively called the “Escrow Deposits”), shall be held by permitted to require the Escrow Agent, in trust, Agent to draw on the Letter of Credit and disposed of only retain the money so drawn in accordance with the following provisions:terms of this Agreement.
Section 13.1 (b) The Escrow Agent shall invest hold the Xxxxxxx Money in escrow, and if cash in the Escrow Deposits Account, until the Closing or sooner termination of this Agreement and shall hold, draw down upon or apply the Xxxxxxx Money in government insured interest-bearing instruments reasonably satisfactory accordance with the terms of this paragraph (b). The Seller and the Buyer understand that no interest is earned on the Xxxxxxx Money during the time it takes to both Buyer transfer into and Seller, shall not commingle the Escrow Deposits with any funds out of the Escrow Agent or othersAccount. At the Closing, and the Xxxxxxx Money (if in the form of cash) shall promptly provide Buyer and Seller with confirmation of the investments made.
Section 13.2 If the Closing occurs, be paid by the Escrow Agent shall deliver the Escrow Deposit to, or upon at the instructions direction of, Seller on the Closing Date.
Section 13.3 Seller. If for any reason prior to the Closing or if the Closing does not occur, Seller presents to Escrow Agent a written direction informing Escrow Agent that Seller is entitled to the Xxxxxxx Money, or a portion thereof and instructs Escrow Agent to draw down the Letter of Credit, Escrow Agent shall promptly draw down the Letter of Credit and hold the same in the Escrow Account in accordance with the terms of this Agreement. If for any reason prior to the date of Closing or if the Closing does not occur on the Closing Date, and either Seller or Buyer may deliver party makes a written notice to Escrow Agent and the other party stating that the Purchase and Sale Agreement has terminated and that such party is entitled to disbursement of the Xxxxxxx Money pursuant to the Purchase and Sale Agreement. The receiving party shall have ten (10) business days after receipt of such notice to object to such claim by notifying the requesting party and demand upon the Escrow Agent in writing for payment of such objection. If no such notice of objection is received amount being held by the Escrow Agent within the time period specified above and the Escrow Agent received the evidence that the receiving party has received the aforesaid notice from the requesting party, the Escrow Agent shall disburse funds equal to the amount specified in the requesting party’s notice promptly after the expiration of the ten (10) business day period. If a notice of objection is received by the Escrow Agent, the Escrow Agent shall, within one Business Day give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment, and if necessary to make the payment, draw down on the Letter of Credit. If the Escrow Agent does receive such written objection within such five day period or if for any other reason the Escrow Agent in good faith shall take no action elect not to make such payment, the Escrow Agent shall continue to hold such amount until it otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have received (i) the right at any time to deposit the Xxxxxxx Money with the clerk of the court of New York County and to file an action in interpleader in New York State Supreme Court located in New York County . The Escrow Agent shall give written instructions signed by notice of such deposit to the Seller and the Buyer or (ii) a decision by a court of competent jurisdiction directing Buyer. Upon such deposit the Escrow Agent to take certain actionshall be relieved and discharged of all further obligations and responsibilities hereunder.
Section 13.4 (c) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action act or omission on its part taken or made in good faithpart, and not in disregard of this Agreement, but shall be liable other than for its negligent acts gross negligence or willful misconduct. With respect to the IBM Xxxxxxx Money, Wabash LLC and for any Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all Liabilities (costs, claims and expenses, including reasonable attorneys’ fees, expenses ' fees and disbursements) , incurred in connection with the performance of the Escrow Agent’s 's duties hereunder, except with . With respect to actions or omissions taken or made by the City Center Xxxxxxx Money, collectively, the City Center Assignors and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys' fees and disbursements, incurred in bad faith, in disregard of this Agreement or involving negligence on connection with the part performance of the Escrow Agent's duties hereunder.
Section 13.5 Buyer shall pay any income taxes on any interest earned on the Escrow Deposits. Buyer represents and warrants to the Escrow Agent that its taxpayer identification number is as set forth adjacent to Buyer’s signature on the signature page to this Agreement.
Section 13.6 (d) The Escrow Agent has executed acknowledged its agreement to these provisions by signing this Agreement in the place indicated on following the signature page hereof in order to confirm that signatures of the Escrow Agent has received Seller and shall hold the Escrow Deposits in escrow, and shall disburse the Escrow Deposits pursuant to the provisions of this Article 13. The provisions of this Article 13 shall survive the Closing (and not be merged therein) or earlier termination of this AgreementBuyer.
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Samples: Purchase and Sale Agreement (Prime Group Realty Trust)
