Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities. 27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing. 27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses. 27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection. 27.5 Escrowee agrees to the provisions of this ¶ 27. 27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit. 27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 9 contracts
Samples: Contract of Sale, Contract of Sale, Contract of Sale Cooperative Apartment
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee Xxxxxxxx shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee Xxxxxxxx shall be liable for loss of the Contract Deposit. If the Escrowee is SellerXxxxxx's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by EscroweeXxxxxxxx), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of EscroweeXxxxxxxx's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee Xxxxxxxx agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee Xxxxxxxx shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 4 contracts
Samples: Contract of Sale Cooperative Apartment, Contract of Sale Cooperative Apartment, Contract of Sale Cooperative Apartment
Escrow Terms. 27.1 28.1 Escrowee acknowledges receipt of the check for the Contract Deposit, subject to collection.
28.2 The check for the Contract Deposit shall be deposited by Escrowee in an a non‑interest bearing escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Upon Closing, Escrowee shall deliver the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and In all other cases, if either Party gives Notice to makes a demand upon Escrowee demanding payment for delivery of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment is not received from such the other Party within 10 7 business days after the giving of Notice by Escrowee's Notice, time being of the essence Escrowee is hereby authorized and directed to make such payment deliver the Contract Deposit to the demanding partyParty who made the demand. If Escrowee does receive such receives a Notice of objection within said period, or if for any other reason Escrowee in good faith elects not to make such paymentdeliver the Contract Deposit, then Escrowee may shall continue to hold the Contract Deposit until otherwise directed and thereafter pay it to the Party entitled when Escrowee receives (a) a Notice from the objecting Party withdrawing the objection, or (b) a Notice signed by both Parties directing disposition of the Contract Deposit or (c) a joint Notice by the Parties judgment or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However.
28.3 In the event of any dispute or doubt as to the genuineness of any document or signature, or uncertainty as to Escrowee's duties, then Escrowee shall have the right at any time either to deposit continue to hold the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit escrow or to each Party. Upon disposition of pay the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesinto court pursuant to relevant statute.
27.2 28.4 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable parties agree jointly to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by Escrowee), indemnify and hold harmless Escrowee against and from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance or expense resulting from any dispute or litigation arising out of or concerning Escrowee's acts duties or omissions not involving bad faith, willful disregard of this Contract or gross negligenceservices hereunder. This indemnity includes, without limitation, disbursements and reasonable attorneys' " fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expensesitself.
27.4 28.5 Escrowee acknowledges receipt shall not be liable for any error in judgment or for any act done or step taken or omitted in good faith, or for any mistake of fact or law, except for Escrowee's own gross negligence or willful misconduct.
28.6 The Parties acknowledge that Escrowee is merely a stakeholder. Upon payment of the Contract Deposit pursuant to Par. 28.2 or 28.3 Escrowee shall be fully released from all liability and obligations with respect to the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to 28.7 In the provisions of this ¶ 27.
27.6 If event Escrowee is the Attorney attorney for a either Party, Escrowee shall be permitted entitled to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 28.8 Escrowee shall survive Closing, cancellation or termination serve without compensation.
28.9 The signing of this ContractContract by Escrowee is only to evidence Escrowee's acceptance of the terms and conditions of this Par. 28.
Appears in 4 contracts
Samples: Contract of Sale, Contract of Sale, Contract of Sale
Escrow Terms. 27.1 28.1 Escrowee acknowledges receipt of the check for the Contract Deposit, subject to collection.
28.2 The check for the Contract Deposit shall be deposited by Escrowee in an escrow account as set forth described in ¶ 1.24 Par. 1.18 and the proceeds held and disbursed in accordance with the terms of this Contract. At Upon Closing, Escrowee shall deliver the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and In all other cases, if either Party gives Notice to makes a demand upon Escrowee demanding payment for delivery of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment is not received from such the other Party within 10 7 business days after the giving of Notice by Escrowee's Notice, time being of the essence, Escrowee is hereby authorized and directed to make such payment deliver the Contract Deposit to the demanding partyParty who made the demand. If Escrowee does receive such receives a Notice of objection within said period, or if for any other reason Escrowee in good faith elects not to make such paymentdeliver the Contract Deposit, then Escrowee may shall continue to hold the Contract Deposit until otherwise directed and thereafter pay it to the Party entitled when Escrowee receives (a) a Notice from the objecting Party withdrawing the objection, or (b) a Notice signed by both Parties directing disposition of the Contract Deposit or (c) a joint Notice by the Parties judgment or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However.
28.3 In the event of any dispute or doubt as to the genuineness of any document or signature, or uncertainty as to Escrowee’s duties, then Escrowee shall have the right at any time either to deposit continue to hold the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit escrow or to each Party. Upon disposition of pay the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesinto court pursuant to relevant statute.
27.2 28.4 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable parties agree jointly to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by Escrowee), indemnify and hold harmless Escrowee against and from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance or expense resulting from any dispute or litigation arising out of or concerning Escrowee's acts ’s duties or omissions not involving bad faith, willful disregard of this Contract or gross negligenceservices hereunder. This indemnity includes, without limitation, disbursements and reasonable attorneys' ’ fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expensesitself.
27.4 28.5 Escrowee acknowledges receipt shall not be liable for any error in judgment or for any act done or step taken or omitted in goof faith, or for any mistake of fact or law, except for Escrowee’s own gross negligence or willful misconduct.
28.6 The Parties acknowledge that Escrowee is merely a stakeholder. Upon payment of the Contract Deposit pursuant to Par. 28.2 or 28.3, Escrowee shall be fully released from all liability and obligations with respect to the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to 28.7 In the provisions of this ¶ 27.
27.6 If event Escrowee is the Attorney attorney for a either Party, Escrowee shall be permitted entitled to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 28.8 Escrowee shall survive Closing, cancellation or termination serve without compensation.
28.9 The signing of this ContractContract by Escrowee is only to evidence Escrowee’s acceptance of the terms and conditions of this Par. 28.
Appears in 3 contracts
Samples: Contract of Sale, Contract of Sale, Contract of Sale
Escrow Terms. 27.1 28.1 Escrowee acknowledges receipt of the check for the Contract Deposit, subject to collection.
28.2 The check for the Contract Deposit shall be deposited by Escrowee in an a non-interest bearing escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Upon Closing, Escrowee shall deliver the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and In all other cases, if either Party gives Notice to makes a demand upon Escrowee demanding payment for delivery of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment is not received from such the other Party within 10 7 business days after the giving of Notice by Escrowee's Notice, time being of the essence Escrowee is hereby authorized and directed to make such payment deliver the Contract Deposit to the demanding partyParty who made the demand. If Escrowee does receive such receives a Notice of objection within said period, or if for any other reason Escrowee in good faith elects not to make such paymentdeliver the Contract Deposit, then Escrowee may shall continue to hold the Contract Deposit until otherwise directed and thereafter pay it to the Party entitled when Escrowee receives (a) a Notice from the objecting Party withdrawing the objection, or (b) a Notice signed by both Parties directing disposition of the Contract Deposit or (c) a joint Notice by the Parties judgment or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However.
28.3 In the event of any dispute or doubt as to the genuineness of any document or signature, or uncertainty as to Escrowee's duties, then Escrowee shall have the right at any time either to deposit continue to hold the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit escrow or to each Party. Upon disposition of pay the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesinto court pursuant to relevant statute.
27.2 28.4 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable parties agree jointly to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by Escrowee), indemnify and hold harmless Escrowee against and from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance or expense resulting from any dispute or litigation arising out of or concerning Escrowee's acts duties or omissions not involving bad faith, willful disregard of this Contract or gross negligenceservices hereunder. This indemnity includes, without limitation, disbursements and reasonable attorneys' " fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expensesitself.
27.4 28.5 Escrowee acknowledges receipt shall not be liable for any error in judgment or for any act done or step taken or omitted in good faith, or for any mistake of fact or law, except for Escrowee's own gross negligence or willful misconduct.
28.6 The Parties acknowledge that Escrowee is merely a stakeholder. Upon payment of the Contract Deposit pursuant to Par. 28.2 or 28.3 Escrowee shall be fully released from all liability and obligations with respect to the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to 28.7 In the provisions of this ¶ 27.
27.6 If event Escrowee is the Attorney attorney for a either Party, Escrowee shall be permitted entitled to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 28.8 Escrowee shall survive Closing, cancellation or termination serve without compensation.
28.9 The signing of this ContractContract by Escrowee is only to evidence Escrowee's acceptance of the terms and conditions of this Par. 28.
Appears in 3 contracts
Samples: Contract of Sale, Contract of Sale, Contract of Sale
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth [in ¶ ¶] 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's ’s Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee Xxxxxxxx shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 ¶22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27¶27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee Xxxxxxxx shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's Xxxxxx’s attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' ’ request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. , Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by EscroweeXxxxxxxx), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's Xxxxxxxx’s acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' ’ fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee Xxxxxxxx agrees to the provisions of this ¶ 27¶27.
27.6 If Escrowee is the Attorney for a Party, Escrowee Xxxxxxxx shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 ¶27 shall survive Closing, cancellation or termination of this Contract.
Appears in 3 contracts
Samples: Purchase Agreement, Contract of Sale Cooperative Apartment, Contract of Sale Cooperative Apartment
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee Xxxxxxxx shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee Xxxxxxxx shall be liable for loss of the Contract Deposit. If the Escrowee is SellerXxxxxx's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by EscroweeXxxxxxxx), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of EscroweeXxxxxxxx's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee Xxxxxxxx agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee Xxxxxxxx shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 3 contracts
Samples: Contract of Sale, Contract of Sale Cooperative Apartment, Contract of Sale
Escrow Terms. 27.1 28.1 Escrowee acknowledges receipt of the check for the Contract Deposit, subject to collection.
28.2 The check for the Contract Deposit shall be deposited by Escrowee in an escrow account as set forth described in ¶ 1.24 Par. 1.18 and the proceeds held and disbursed in accordance with the terms of this Contract. At Upon Closing, Escrowee shall deliver the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and In all other cases, if either Party gives Notice to makes a demand upon Escrowee demanding payment for delivery of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment is not received from such the other Party within 10 7 business days after the giving of Escrowee's NoticeNotice by Xxxxxxxx, time being of the essence, Escrowee is hereby authorized and directed to make such payment deliver the Contract Deposit to the demanding partyParty who made the demand. If Escrowee does receive such Xxxxxxxx receives a Notice of objection within said period, or if for any other reason Escrowee in good faith elects not to make such paymentdeliver the Contract Deposit, then Escrowee may shall continue to hold the Contract Deposit until otherwise directed and thereafter pay it to the Party entitled when Xxxxxxxx receives (a) a Notice from the objecting Party withdrawing the objection, or (b) a Notice signed by both Parties directing disposition of the Contract Deposit or (c) a joint Notice by the Parties judgment or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However.
28.3 In the event of any dispute or doubt as to the genuineness of any document or signature, or uncertainty as to Escrowee’s duties, then Escrowee shall have the right at any time either to deposit continue to hold the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit escrow or to each Party. Upon disposition of pay the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesinto court pursuant to relevant statute.
27.2 28.4 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable parties agree jointly to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by EscroweeXxxxxxxx), indemnify and hold harmless Escrowee against and from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance or expense resulting from any dispute or litigation arising out of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract concerning Xxxxxxxx’s duties or gross negligenceservices hereunder. This indemnity includes, without limitation, disbursements and reasonable attorneys' ’ fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expensesitself.
27.4 28.5 Escrowee acknowledges receipt shall not be liable for any error in judgment or for any act done or step taken or omitted in goof faith, or for any mistake of fact or law, except for Xxxxxxxx’s own gross negligence or willful misconduct.
28.6 The Parties acknowledge that Escrowee is merely a stakeholder. Upon payment of the Contract Deposit pursuant to Par. 28.2 or 28.3, Escrowee shall be fully released from all liability and obligations with respect to the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to 28.7 In the provisions of this ¶ 27.
27.6 If event Escrowee is the Attorney attorney for a either Party, Escrowee shall be permitted entitled to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 28.8 Escrowee shall survive Closing, cancellation or termination serve without compensation.
28.9 The signing of this ContractContract by Xxxxxxxx is only to evidence Xxxxxxxx’s acceptance of the terms and conditions of this Par. 28.
Appears in 2 contracts
Samples: Contract of Sale, Contract of Sale
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 2 contracts
Samples: Contract of Sale Cooperative Apartment, Contract of Sale Cooperative Apartment
Escrow Terms. 27.1 The Contract Closing Escrow Deliveries, the balance of the Purchase Price, the Amendment Fee Reimbursement and the Relocation Deposit (collectively, the “Escrow Items”) shall be deposited held in escrow by Escrowee in an escrow account Escrow Agent on the following terms and conditions:
(a) Escrow Agent shall deliver the Escrow Items to Seller or Purchaser, as set forth in ¶ 1.24 and the proceeds held and disbursed case may be, in accordance with the provisions of this Agreement. Escrow Agent shall invest the Good Faith Deposit, the balance of the Purchase Price, Amendment Fee Reimbursement and the Relocation Deposit (collectively, the “Escrow Funds”) in a money market account with a national banking association or other bank acceptable to Seller, Purchaser and Escrow Agent. Seller, Purchaser and Escrow Agent hereby agree that Bank of America is an acceptable bank for purposes of holding the Escrow Funds. Notwithstanding the foregoing, Escrow Agent shall not be required to invest the Escrow Funds in an interest bearing account, unless subsequently directed by Bayfront or Bayfront’s Counsel, and then, only if Bayfront delivers to Escrow Agent, a W-9 and such other reasonable documentation as may be required by Escrow Agent regarding same. In the event that the Escrow Funds are deposited in an interest-bearing account, any interest accruing on the Escrow Funds, shall be for the benefit of Bayfront. Bayfront acknowledges that Escrow Agent cannot open an interest-bearing account without the appropriate Internal Revenue Service Documentation.
(b) Any notice to or demand upon Escrow Agent shall be in writing and shall be sufficient only if received by Escrow Agent within the applicable time periods set forth herein, if any. Notices to or demands upon Escrow Agent shall be mailed to it at C/O Fidelity National Title Group, 00000 X.X. 00xx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx 00000, Facsimile (000) 000-0000, Attention: Xxxx X. Xxxxxxxx, or served personally upon Escrow Agent with receipt acknowledged in writing by Escrow Agent. Notices from Escrow Agent to Seller or Purchaser shall be mailed or otherwise delivered to them as provided for each party in Section 11.1 of this Agreement, subject to Section 6.2(f) of this Agreement.
(c) In the event that litigation is instituted relating to this escrow, the parties hereto agree that Escrow Agent shall be held harmless from any attorneys’ fees, court costs and expenses relating to that litigation to the extent that litigation does not arise as a result of the Escrow Agent’s gross negligence or willful misconduct. To the extent that Escrow Agent holds the Escrow Items under the terms of this Contract. At Closingescrow, the Contract Deposit parties hereto, other than Escrow Agent, agree that Escrow Agent may charge such money with any such attorneys’ fees, court costs and expenses as they are incurred by Escrow Agent. In the event that conflicting demands are made on Escrow Agent, or Escrow Agent, in good faith, believes that any demands with regard to the Escrow Items are in conflict or are unclear or ambiguous, Escrow Agent may bring an interpleader action in an appropriate court. Such action shall not be paid deemed to be the “fault” of Escrow Agent, and Escrow Agent may lay claim to or against the Escrow Items for its reasonable costs and attorneys’ fees in connection with same, through final appellate review. To that end, the parties hereto, other than Escrow Agent, agree to indemnify Escrow Agent for all such attorneys’ fees, court costs and expenses.
(d) Without limitation, Escrow Agent shall not be liable for any loss or damage resulting from the following: (a) the financial status or insolvency of any other party, or any misrepresentation made by Escrowee any other party; (b) any legal effect, insufficiency or undesirability of any instrument deposited with or delivered by or to Seller. If Escrow Agent or exchanged by the Closing does parties hereunder, whether or not occur and either Party gives Notice Escrow Agent prepared such instrument; (c) the default, error, action or omission of any other party to Escrowee demanding payment this Agreement or any actions taken by Escrow Agent in good faith, except for Escrow Agent’s gross negligence or willful misconduct; (d) any loss or impairment of the Contract DepositEscrow Items that has been deposited in escrow while such Escrow Items is in the course of collection or while the Escrow Funds are on deposit in a financial institution if such loss or impairment results from the failure, Escrowee shall give prompt Notice insolvency or suspension of a financial institution, or any loss or impairment of the Escrow Funds due to the invalidity of any draft, check, document or other Party negotiable instrument delivered to Escrow Agent; (e) the expiration of such demand. If Escrowee does not receive any time limit or other consequence of delay, unless a Notice of objection properly executed settlement instruction, accepted by Escrow Agent has instructed the Escrow Agent to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Noticecomply with said time limit; and (f) Escrow Agent’s compliance with any legal process, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said periodsubpoena, or if for any reason Escrowee in good faith elects not to make such paymentwrit, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a finalorder, non-appealable judgment, order judgment or decree of a court any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed.
(e) Escrow Agent shall not have any duties or responsibilities, except those set forth in this Section and shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine. Escrow Agent may assume that any person purporting to give it any notice on behalf of competent jurisdictionany party in accordance with the provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of Escrow Agent’s gross negligence or willful misconduct. HoweverUpon completion of the disbursement of the Escrow Items, Escrowee Escrow Agent shall be automatically released and discharged of its escrow obligations hereunder.
(f) The terms and provisions of this Section 11.10 shall create no right in any person, firm or corporation other than the parties and their respective successors and permitted assigns and no third party shall have the right at any time to deposit enforce or benefit from the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesterms hereof.
27.2 (g) The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request terms and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee Section 11.10 shall be permitted binding immediately on and between the Party who delivers to represent Escrow Agent its executed signature page to this Agreement and Escrow Agent regardless of whether any other Party has executed or delivered a counterpart signature page hereto. Notwithstanding anything here to the contrary, in the event that the Board of Directors does not approve this Agreement and the transactions contemplated herein, the Escrow Agent shall immediately return any and all Escrow Items and the Good Faith Deposit to the Party who so delivered such Party in any dispute or lawsuitEscrow Item to Escrow Agent.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (McClatchy Co)
Escrow Terms. 27.1 The Contract Escrow Agent shall hold the Deposit in escrow on the following terms and conditions:
(a) The Escrow Agent shall be deposited by Escrowee in an escrow account deliver the Deposit to Seller or Buyer, as set forth in ¶ 1.24 and the proceeds held and disbursed case may be, in accordance with the terms provisions of this ContractAgreement.
(b) Any notice to or demand upon the Escrow Agent shall be in writing and shall be sufficient only if received by the Escrow Agent within the applicable time periods set forth in this Agreement. At ClosingNotices to or demands upon the Escrow Agent shall be sent by personal delivery, facsimile transmission or nationally recognized overnight courier service for next day delivery to the Escrow Agent Notice Address set forth in Part I of this Agreement. Notices from the Escrow Agent to Seller or Buyer shall be delivered to them in accordance with Section 11.1 of this Agreement.
(c) If Escrow Agent receives notice signed by either Party advising that litigation between the Parties over entitlement to the Deposit has been commenced, the Contract Escrow Agent shall, on demand of either Party, deposit the Deposit shall be paid by Escrowee to Sellerwith the clerk of the court in which such litigation is pending. If at any time the Closing does Escrow Agent is uncertain of its duties under this Agreement or if the Escrow Agent for any other reason is no longer willing to serve as escrow agent, the Escrow Agent may, on notice to the Parties, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Escrow Agent, including, but not occur and either Party gives Notice to Escrowee demanding payment limited to, the deposit of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of with a court of competent jurisdictionjurisdiction and the commencement of an action for interpleader, the reasonable costs of which shall be borne by the losing Party. HoweverUpon Escrow Agent taking such described action, Escrowee Escrow Agent shall be released of and from all liability under this Agreement as escrow agent. Escrow Agent may resign at any time upon ten (10) days’ prior written notice to the Parties. If a successor escrow agent is not appointed within this ten (10) day period, Escrow Agent may either (x) transfer the Deposit or any documents held by Escrow Agent to First American Title Insurance Company (in which case the Parties agree to split the payment of any escrow charges imposed by such substitute escrow agent) or (y) petition any court of competent jurisdiction (the “Court”) to name a successor escrow agent. Escrow Agent shall be fully relieved of all liability under this Agreement to all Parties upon the transfer of the Deposit and documents held by Escrow Agent to the successor escrow agent designated by the Parties, named in (x) above or appointed by the Court.
(d) The Escrow Agent shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by the DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E Escrow Agent to be genuine. The Escrow Agent may assume that any person purporting to give it any notice on behalf of any Party in accordance with the provisions of this Agreement has been duly authorized to do so, or is otherwise acting or failing to act under this Section.
(e) The provisions of this Article shall create no right in any person, firm or corporation other than the Parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms of this Article.
(f) Buyer acknowledges and agrees that it shall be solely responsible for payment of the following at any time Closing: (aa) Escrow Agent’s escrow fee, which escrow fee shall be no less than $2,000.00 and no more than $6,000,00 provided however that (i) if the Purchase Price is less than $5,000,000.00, the escrow fee shall be $2,000.00, (ii) if the Purchase Price is between $5,000,000.00 and $20,000,000.00, the escrow fee shall be $4,000.00, and (iii) if the Purchase Price is more than $20,000,000.00, the escrow fee shall be $6,000.00, (bb) all recording fees and charges with respect to deposit the Contract Deposit recording by Escrow Agent of the Assignment of Security Instrument, the Assignment of Assignment of Leases and Rents, Assignment of Judgment, Assignment of Sheriff’s Deed and the interest thereonPOA, as applicable, and (cc) the cost of a non-insured title report (“Non-Insured Title Report”) prepared by Commerce Title of America, LLC (“Commerce Title”), the cost of which shall be no less than $250.00 and no more than $750.00 as determined by Commerce Title. Buyer further acknowledges and agrees that, irrespective of the delivery of the Non-Insured Title Report to Buyer, (i) none of Escrow Agent, Commerce Title or any Seller Party is making any representations or warranties whatsoever with respect to the Non-Insured Title Report or the contents therein including, without limitation, any representations or warranties with respect to the validity, priority or perfection of any liens created by the Loan Documents or the Foreclosure Judgment (if any), the state of title, the priority of liens or the status of real estate taxes, and (ii) none of Escrow Agent, Commerce Title or any Seller Party shall have any liability whatsoever with respect to the clerk of a court in Non-Insured Title Report or the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiescontents therein.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of (g) Notwithstanding anything in this Agreement or at law to the Contract Deposit. If the Escrowee is Seller's attorneycontrary, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee Escrow Agent shall not be liable to either Party for: (i) any acts taken in good faith but only for any act or omission unless it involves bad faith, willful disregard of this Contract its intentional misconduct or gross negligence. In ; (ii) any loss or impairment of funds in the event course of collection or on deposit in a financial institution arising out of failure, insolvency or suspension of such financial institution; (iii) expiration of any dispute. Seller time limit or other consequence of delay unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with such time limit; (iv) default, error, action or omission of any Party; (v) compliance with any legal process, subpoena, writ, order, judgment or decree, whether issued with or without jurisdiction and Purchaser shall jointly and severally whether subsequently vacated, modified, set aside or reversed; or (vi) any legal effect, insufficiency or undesirability of any instrument deposited with right of contribution) defend (or delivered by attorneys elected Escrow Agent or exchanged by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts Parties whether or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expensesEscrow Agent prepared such instrument.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 2 contracts
Samples: Agreement for Sale and Purchase of Loan, Agreement for Sale and Purchase of Loan (Resource Real Estate Opportunity REIT, Inc.)
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee Xxxxxxxx shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee Xxxxxxxx shall be liable for loss of the Contract Deposit. If the Escrowee is SellerXxxxxx's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by EscroweeXxxxxxxx), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 17.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee Xxxxxxxx agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee Xxxxxxxx shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 2 contracts
Samples: Contract of Sale Cooperative Apartment, Contract of Sale Cooperative Apartment
Escrow Terms. 27.1 The Contract Escrow Agent shall hold and disburse the Xxxxxxx Money Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms following provisions:
(a) Escrow Agent shall, at the direction of this Contract. At ClosingBuyer, invest the Contract First Xxxxxxx Money Deposit and the Xxxxxxx Money Deposit in (i) obligations of the United States government, its agencies or independent departments; or (ii) a federally insured interest-bearing account of a banking institution with an office in New York, New York, provided that no investment of the First Xxxxxxx Money Deposit or the Xxxxxxx Money Deposit shall be paid by Escrowee have a maturity date beyond the Closing Date.
(b) If the Closing occurs, then Escrow Agent shall deliver the First Xxxxxxx Money Deposit and the Xxxxxxx Money Deposit to Seller. If this Agreement is terminated other than because of Seller’s breach or default, then Escrow Agent shall deliver the Closing does not occur First Xxxxxxx Money Deposit to Seller
(c) If Escrow Agent receives a notice signed by Buyer or Seller (the “Noticing Party”) stating that: (i) this Agreement has been timely cancelled or terminated pursuant to the terms of a specific section of this Agreement giving either Buyer or Seller the right to terminate this Agreement, and either that such Noticing Party gives Notice is entitled to Escrowee demanding payment of the Contract Xxxxxxx Money Deposit, Escrowee shall give prompt Notice to ; or (ii) the other Party hereto (the “Non-Noticing Party”) has defaulted in the performance of its obligations hereunder, Escrow Agent shall deliver a copy of such demand. If Escrowee does not receive a Notice of objection notice to the proposed payment from such other Non-Noticing Party. The Non-Noticing Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit object to such request for the Contract Xxxxxxx Money Deposit by notice of objection delivered to and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (received by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this ContractEscrow Agent within five
Appears in 2 contracts
Escrow Terms. 27.1 The Contract Xxxxxxx Money Deposit shall be deposited held in escrow by Escrowee Escrow Agent on the following terms and conditions:
(a) Escrow Agent shall deliver the Xxxxxxx Money Deposit to Contributor or GIPLP, as the case may be, in accordance with the provisions of this Agreement. Escrow Agent shall invest the Xxxxxxx Money Deposit in a money market account with a national banking association or other bank acceptable to Contributor and GIPLP.
(b) Any notice to or demand upon Escrow Agent shall be in writing and shall be sufficient only if received by Escrow Agent within the applicable time periods set forth herein, if any. Notices to or demands upon Escrow Agent shall be mailed or delivered by overnight courier to Trenam Law, 000 X. Xxxxxxx Blvd., Suite 2700, Tampa, Florida 33602, or served personally upon Escrow Agent with receipt acknowledged in writing by Escrow Agent. Notices from Escrow Agent to Contributor or GIPLP shall be mailed to them at the addresses for each party shown in Section 11.1 of this Agreement.
(c) In the event that litigation is instituted relating to this escrow, the parties hereto agree that Escrow Agent shall be held harmless from any attorneys’ fees, court costs and expenses relating to that litigation to the extent that litigation does not arise as a result of the Escrow Agent’s acts or omissions. To the extent that Escrow Agent holds Xxxxxxx Money Deposit under the terms of this escrow, the parties hereto, other than Escrow Agent, agree that Escrow Agent may charge the Xxxxxxx Money Deposit with any such attorneys’ fees, court costs and expenses as they are incurred by Escrow Agent. In the event that conflicting demands are made on Escrow Agent, or Escrow Agent, in good faith, believes that any demands with regard to the Xxxxxxx Money Deposit are in conflict or are unclear or ambiguous, Escrow Agent may bring an interpleader action in an appropriate court. Such action shall not be deemed to be the “fault” of Escrow Agent, and Escrow Agent may lay claim to or against the Xxxxxxx Money Deposit for its reasonable costs and attorneys’ fees in connection with same, through final appellate review. To that end, the parties hereto, other than Escrow Agent, agree to indemnify Escrow Agent for all such attorneys’ fees, court costs and expenses.
(d) Without limitation, Escrow Agent shall not be liable for any loss or damage resulting from the following: (a) the financial status or insolvency of any other party, or any misrepresentation made by any other party; (b) any legal effect, insufficiency or undesirability of any instrument deposited with or delivered by or to Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) the default, error, action or omission of any other party to this Agreement or any actions taken by Escrow Agent in good faith, except for Escrow Agent’s gross negligence or willful misconduct; (d) any loss or impairment of the Xxxxxxx Money Deposit that has been deposited in escrow account as while the Xxxxxxx Money Deposit is in the course of collection or while the Xxxxxxx Money Deposit is on deposit in a financial institution if such loss or impairment results from the failure, insolvency or suspension of a financial institution, or any loss or impairment of the Xxxxxxx Money Deposit due to the invalidity of any draft, check, document or other negotiable instrument delivered to Escrow Agent; (e) the expiration of any time limit or other consequence of delay, unless a properly executed settlement instruction, accepted by Escrow Agent has instructed the Escrow Agent to comply with said time limit; and (f) Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment or decree of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed.
(e) Escrow Agent shall not have any duties or responsibilities, except those set forth in ¶ 1.24 this Section and shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the proceeds held provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of Escrow Agent’s gross negligence or willful misconduct. Upon completion of the disbursement of the Xxxxxxx Money Deposit, Escrow Agent shall be automatically released and disbursed discharged of its escrow obligations hereunder.
(f) The terms and provisions of this Article shall create no right in any person, firm or corporation other than the parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms hereof.
(g) The status of Escrow Agent as GIPLP’s counsel in this transaction shall not disqualify such law firm from acting as Escrow Agent, or from representing GIPLP in connection with this transaction, the matters contemplated herein, or any disputes between Contributor and GIPLP that may arise out of this transaction, including, without limitation, any dispute with respect to the Xxxxxxx Money Deposit. Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesAgreement.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 2 contracts
Samples: Contribution and Subscription Agreement (Generation Income Properties, Inc.), Contribution and Subscription Agreement (Generation Income Properties, Inc.)
Escrow Terms. 27.1 The Contract Deposit Xxxxxxx Money shall be deposited held in escrow by Escrowee Escrow Agent on the following terms and conditions:
(a) Escrow Agent shall deliver the Xxxxxxx Money to Contributor or GIPLP, as the case may be, in accordance with the provisions of this Agreement. Escrow Agent shall invest the Xxxxxxx Money in an FDIC insured money market account with a national banking association or other bank acceptable to Contributor and GIPLP.
(b) Any notice to or demand upon Escrow Agent shall be in writing and shall be sufficient only if received by Escrow Agent within the applicable time periods set forth herein, if any. Notices to or demands upon Escrow Agent shall be mailed or delivered by overnight courier to Trenam Law, 000 X. Xxxxxxx Blvd., Suite 2700, Tampa, Florida 33602, or served personally upon Escrow Agent with receipt acknowledged in writing by Escrow Agent. Notices from Escrow Agent to Contributor or GIPLP shall be mailed to them at the addresses for each party shown in Section 11.1 of this Agreement.
(c) In the event that litigation is instituted relating to this escrow, the parties hereto agree that Escrow Agent shall be held harmless from any attorneys’ fees, court costs and expenses relating to that litigation to the extent that litigation does not arise as a result of the Escrow Agent’s acts or omissions. To the extent that Escrow Agent holds Xxxxxxx Money under the terms of this escrow, the parties hereto, other than Escrow Agent, agree that Escrow Agent may charge the Xxxxxxx Money with any such attorneys’ fees, court costs and expenses as they are incurred by Escrow Agent. In the event that conflicting demands are made on Escrow Agent, or Escrow Agent, in good faith, believes that any demands with regard to the Xxxxxxx Money are in conflict or are unclear or ambiguous, Escrow Agent may bring an interpleader action in an appropriate court. Such action shall not be deemed to be the “fault” of Escrow Agent, and Escrow Agent may lay claim to or against the Xxxxxxx Money for its reasonable costs and attorneys’ fees in connection with same, through final appellate review. To that end, the parties hereto, other than Escrow Agent, agree to indemnify Escrow Agent for all such attorneys’ fees, court costs and expenses.
(d) Without limitation, Escrow Agent shall not be liable for any loss or damage resulting from the following: (a) the financial status or insolvency of any other party, or any misrepresentation made by any other party; (b) any legal effect, insufficiency or undesirability of any instrument deposited with or delivered by or to Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) the default, error, action or omission of any other party to this Agreement or any actions taken by Escrow Agent in good faith, except for Escrow Agent’s gross negligence or willful misconduct; (d) any loss or impairment of the Xxxxxxx Money that has been deposited in escrow account as while the Xxxxxxx Money is in the course of collection or while the Xxxxxxx Money is on deposit in a financial institution if such loss or impairment results from the failure, insolvency or suspension of a financial institution, or any loss or impairment of the Xxxxxxx Money due to the invalidity of any draft, check, document or other negotiable instrument delivered to Escrow Agent; (e) the expiration of any time limit or other consequence of delay, unless a properly executed settlement instruction, accepted by Escrow Agent has instructed the Escrow Agent to comply with said time limit; and (f) Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment or decree of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed.
(e) Escrow Agent shall not have any duties or responsibilities, except those set forth in ¶ 1.24 this Section and shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the proceeds held provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of Escrow Agent’s gross negligence or willful misconduct. Upon completion of the disbursement of the Xxxxxxx Money, Escrow Agent shall be automatically released and disbursed discharged of its escrow obligations hereunder.
(f) The terms and provisions of this Article shall create no right in any person, firm or corporation other than the parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms hereof.
(g) The status of Escrow Agent as GIPLP’s counsel in this transaction shall not disqualify such law firm from acting as Escrow Agent, or from representing GIPLP in connection with this transaction, the matters contemplated herein, or any disputes between Contributor and GIPLP that may arise out of this transaction, including, without limitation, any dispute with respect to the Xxxxxxx Money Deposit. Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesAgreement.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 2 contracts
Samples: Contribution and Subscription Agreement (Generation Income Properties, Inc.), Contribution and Subscription Agreement (Generation Income Properties, Inc.)
Escrow Terms. 27.1 The Contract Deposit Xxxxxxx Money shall be deposited held in escrow by Escrowee Escrow Agent on the following terms and conditions:
(a) Escrow Agent shall deliver the Xxxxxxx Money to Contributor or GIPLP, as the case may be, in accordance with the provisions of this Agreement. Escrow Agent shall invest the Xxxxxxx Money in an FDIC insured money market account with a national banking association or other bank acceptable to Contributor and GIPLP.
(b) Any notice to or demand upon Escrow Agent shall be in writing and shall be sufficient only if received by Escrow Agent within the applicable time periods set forth herein, if any. Notices to or demands upon Escrow Agent shall be mailed or delivered by overnight courier to Trenam Law, 000 X. Xxxxxxx Blvd., Suite 2700, Tampa, Florida 33602, or served personally upon Escrow Agent with receipt acknowledged in writing by Escrow Agent. Notices from Escrow Agent to Contributor or GIPLP shall be mailed to them at the addresses for each party shown in Section 11.1 of this Agreement.
(c) In the event that litigation is instituted relating to this escrow, the parties hereto agree that Escrow Agent shall be held harmless from any attorneys' fees, court costs and expenses relating to that litigation to the extent that litigation does not arise as a result of the Escrow Agent's acts or omissions. To the extent that Escrow Agent holds Xxxxxxx Money under the terms of this escrow, the parties hereto, other than Escrow Agent, agree that Escrow Agent may charge the Xxxxxxx Money with any such attorneys' fees, court costs and expenses as they are incurred by Escrow Agent. In the event that conflicting demands are made on Escrow Agent, or Escrow Agent, in good faith, believes that any demands with regard to the Xxxxxxx Money are in conflict or are unclear or ambiguous, Escrow Agent may bring an interpleader action in an appropriate court. Such action shall not be deemed to be the “fault” of Escrow Agent, and Escrow Agent may lay claim to or against the Xxxxxxx Money for its reasonable costs and attorneys' fees in connection with same, through final appellate review. To that end, the parties hereto, other than Escrow Agent, agree to indemnify Escrow Agent for all such attorneys' fees, court costs and expenses.
(d) Without limitation, Escrow Agent shall not be liable for any loss or damage resulting from the following: (a) the financial status or insolvency of any other party, or any misrepresentation made by any other party; (b) any legal effect, insufficiency or undesirability of any instrument deposited with or delivered by or to Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) the default, error, action or omission of any other party to this Agreement or any actions taken by Escrow Agent in good faith, except for Escrow Agent's gross negligence or willful misconduct; (d) any loss or impairment of the Xxxxxxx Money that has been deposited in escrow account as while the Xxxxxxx Money is in the course of collection or while the Xxxxxxx Money is on deposit in a financial institution if such loss or impairment results from the failure, insolvency or suspension of a financial institution, or any loss or impairment of the Xxxxxxx Money due to the invalidity of any draft, check, document or other negotiable instrument delivered to Escrow Agent; (e) the expiration of any time limit or other consequence of delay, unless a properly executed settlement instruction, accepted by Escrow Agent has instructed the Escrow Agent to comply with said time limit; and (f) Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment or decree of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed.
(e) Escrow Agent shall not have any duties or responsibilities, except those set forth in ¶ 1.24 this Section and shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the proceeds held provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of Escrow Agent’s gross negligence or willful misconduct. Upon completion of the disbursement of the Xxxxxxx Money, Escrow Agent shall be automatically released and disbursed discharged of its escrow obligations hereunder.
(f) The terms and provisions of this Article shall create no right in any person, firm or corporation other than the parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms hereof.
(g) The status of Escrow Agent as GIPLP's counsel in this transaction shall not disqualify such law firm from acting as Escrow Agent, or from representing GIPLP in connection with this transaction, the matters contemplated herein, or any disputes between Contributor and GIPLP that may arise out of this transaction, including, without limitation, any dispute with respect to the Xxxxxxx Money Deposit. Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesAgreement.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 2 contracts
Samples: Contribution and Subscription Agreement (Generation Income Properties, Inc.), Contribution and Subscription Agreement (Generation Income Properties, Inc.)
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to SellerSeller or as directed by Xxxxxx. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days Business Days after the giving of Escrowee's ’s Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee Xxxxxxxx shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 2728, Escrowee shall be released and discharged discharged of all escrow obligations and liabilities.
27.2 . The Party whose Attorney is Escrowee Xxxxxxxx shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's Xxxxxx’s attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 . Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' ’ request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. , Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by EscroweeXxxxxxxx), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance performance of Escrowee's Xxxxxxxx’s acts or omissions not involving bad faith, willful willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' ’ fees either paid to retain attorneys or representing the fair value of legal services rendered rendered by Escrowee to itself and disbursements, court costs and litigation litigation expenses.
27.4 . Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee . Xxxxxxxx agrees to the provisions of this ¶ 27.
27.6 28. If Escrowee Xxxxxxxx is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 . This ¶ 27 28 shall survive Closing, cancellation or termination of this Contract.
Appears in 2 contracts
Samples: Contract of Sale, Contract of Sale
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth [in ¶ ¶] 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Xxxxxxxx’s Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee Xxxxxxxx shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 ¶22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27¶27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 2 contracts
Samples: Contract of Sale Cooperative Apartment, Contract of Sale Cooperative Apartment
Escrow Terms. 27.1 (a) The Contract Escrow Agent shall hold the Deposit in a non interest-bearing trust account, on the terms hereinafter set forth. The Escrow Agent shall not charge either party for serving as same, but the parties shall be jointly responsible for all out-of-pocket expenses of the Escrow Agent and for the other matters provided in this Section 1.5.
(b) Except as provided in the next sentence, the Escrow Agent shall not make any disbursements, except at Closing when the Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee delivered to Seller. If the Closing does not occur funds are to be disbursed other than at Closing, Purchaser and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice Seller may deliver joint instructions to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, Escrow Agent or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice deliver separate instructions directing identical actions by the Parties or a finalEscrow Agent, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee in which case the Escrow Agent shall have immediately disburse the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county funds as set forth in ¶ 22 the joint or identical requests. In the event both parties have not signed the instructions or separate instructions are not identical, the Escrow Agent shall either continue holding the Deposit, or if the Escrow Agent is or becomes aware of a dispute between the parties and shall give Notice of such deposit if the Escrow Agent in its sole discretion elects to each Party. Upon disposition of do so, the Contract Deposit and interest thereon, if any, Escrow Agent may terminate its duties hereunder by proceeding in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesSection 1.5(c).
27.2 The Party whose Attorney is Escrowee (c) In the event of a dispute that results in litigation between Seller and Purchaser, the Escrow Agent shall be liable for loss deliver the moneys held in the escrow to the Clerk of the Contract DepositCourt in which such litigation is pending, or in the event of a dispute not then resulting in litigation, the Escrow Agent shall take such affirmative steps as the Escrow Agent may, at the Escrow Agent's option, elect in order to terminate the Escrow Agent's duties, including but not limited to, depositing the moneys held in escrow in any court which the Escrow Agent shall select in New Jersey, the costs thereof to be borne by Seller and Purchaser in the inverse proportions to which they are entitled to the escrowed funds. If For example, if Seller receives 80% of the Escrowee is Seller's attorneyescrowed funds and Purchaser receives 20%, then Purchaser shall the costs would be credited with borne 20% by Seller and 80% by Purchaser.
(i) It is agreed that the amount duties of the contract Deposit at Closing.
27.3 Escrowee will serve without compensationEscrow Agent are only as herein specifically provided and are purely ministerial in nature, and that the Escrow Agent shall incur no liability whatever, except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. Escrowee is acting solely as a stakeholder at Seller and Purchaser each release the Parties' request and for their convenience. Escrowee shall not be liable to either Party for Escrow Agent from any act or omission unless it involves bad faith, willful disregard by the Escrow Agent taken in good faith in the performance of this Contract or gross negligence. In the event of any dispute. its duties hereunder.
(ii) Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold the Escrow Agent harmless Escrowee from and against any claim, judgment, loss, liabilitydamage, cost and expenses liability or expense incurred by the Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with its entering into this Agreement and the performance carrying out of Escrowee's acts or omissions not involving bad faithits duties hereunder, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, including the reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expensesexpenses of defending itself against any claim of liability or participating in any legal proceeding. The Escrow Agent may consult with counsel of its choice, and shall have full and complete authorization and protection of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.
27.4 Escrowee acknowledges receipt (i) The Escrow Agent is acting as a stakeholder only with respect to the moneys to be deposited in escrow. Upon making delivery of such moneys in the Contract Depositmanner herein provided, by check subject to collectionthe Escrow Agent shall have no further liability hereunder.
27.5 Escrowee agrees (ii) The Escrow Agent may resign at will and be discharged from its duties or obligations hereunder by giving notice in writing of such resignation specifying a date when such resignation shall take effect; provided, however, that (A) prior to such resignation a substitute escrow agent is approved in writing by Seller and Purchaser, which approval shall not be unreasonably withheld, delayed, or conditioned or (B) the Escrow Agent shall deposit the Deposit with a court of competent jurisdiction in New Jersey. After such resignation, the Escrow Agent shall have no further duties or liability hereunder.
(f) The Escrow Agent has executed this Agreement solely in order to confirm that the Escrow Agent is holding and will hold the Deposit in escrow pursuant to the provisions of this ¶ 27hereof.
27.6 If Escrowee is (g) Seller and Purchaser each agree that the Attorney for a Party, Escrowee shall be permitted Escrow Agent may continue to represent such Party Seller in connection with this Agreement and the transactions contemplated hereby, including any dispute or lawsuitrelated to this Agreement, notwithstanding that the Escrow Agent is serving as the Escrow Agent hereunder.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Samples: Agreement of Sale (Pacific Aerospace & Electronics Inc)
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party party within 10 business days after the giving of Escrowee's ’s Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or of a final, non-appealable judgmentjudgement, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, any in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's ’s attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' ’ request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. , Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by Escrowee), indemnify . Indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, liability cost and expenses incurred in connection with the performance of Escrowee's ’s acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' ’ fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ this¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract.
Appears in 1 contract
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. (a) If for any reason the Closing does not occur and either Party gives Notice to Escrowee demanding payment party makes a written demand upon Escrow Agent for delivery of the Contract Deposit, Escrowee Escrow Agent shall give prompt Notice written notice to the other Party party of such demand. If Escrowee Escrow Agent does not receive a Notice of written objection from the other party to the proposed payment from such other Party within 10 two (2) business days after the giving of Escrowee's Noticesuch notice, Escrowee Escrow Agent is hereby authorized and directed to make such payment to the demanding partydelivery or payment. If Escrowee Escrow Agent does receive such a Notice of written objection within said such two (2) day period, or if for any other reason Escrowee Escrow Agent in good faith elects shall elect not to make such payment, Escrowee may Escrow Agent shall continue to hold the Contract Deposit until otherwise directed by a it shall have received joint Notice by written instructions from the Parties parties to this Agreement or a final, non-appealable judgment, an order or decree of from a court of competent jurisdiction. However, Escrowee Escrow Agent shall in addition have the right at any time to deposit tender the Contract Deposit and the interest thereon, if any, with to the clerk of a court the District Court of the jurisdiction in which the county as set forth in ¶ 22 and Property is located. Escrow Agent shall give Notice written notice of such deposit to each PartySeller and Buyer. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee such deposit Escrow Agent shall be released relieved and discharged of all escrow further obligations and liabilitiesresponsibilities hereunder.
27.2 (b) The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee parties acknowledge that Escrow Agent is acting solely as a stakeholder at the Parties' their request and for their convenience. Escrowee , that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either Party of the parties for any act or omission on its part unless it involves taken or suffered in bad faith, in willful disregard of this Contract Agreement or involving gross negligence. In the event of any dispute. Seller and Purchaser Buyer shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold Escrow Agent harmless Escrowee from and against any claimall costs, judgmentclaims and expenses, lossincluding reasonable attorneys' fees, liability, cost and expenses incurred in connection with the performance of EscroweeEscrow Agent's acts duties hereunder, except with respect to actions or omissions not involving taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract Agreement or involving gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing negligence on the fair value part of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expensesEscrow Agent.
27.4 Escrowee acknowledges receipt (c) Escrow Agent has acknowledged agreement to these provisions by signing in the place indicated on the signature page of this Agreement.
(d) Escrow Agent is hereby designated as the "real estate reporting person" for purposes of Section 6045 of Title 26 of the Contract DepositUnited States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Agent shall so provide. Upon the consummation of the transaction contemplated by this Agreement, by check subject Escrow Agent shall file a Form 1099 information return and send the statement to collectionSeller as required under the aforementioned statute and regulation. Seller and Buyer shall promptly furnish their federal tax identification numbers to Escrow Agent and shall otherwise reasonably cooperate with Escrow Agent in connection with Escrow Agent's duties as real estate reporting person.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Escrow Terms. 27.1 The Contract Escrow Agent shall hold the Deposit in escrow on the following terms and conditions:
(a) The Deposit (to the extent in the form of cash) shall be deposited in an interest-bearing account. The maturity of the investment for the Deposit so deposited shall not exceed thirty (30) days or the anticipated date of the Closing, whichever is earlier, and if such maturity shall occur prior to the Closing, the Deposit shall be deposited reinvested under the same terms and conditions.
(b) The Escrow Agent shall deliver the Deposit to Sellers or Purchaser, as the case may be, in accordance with the provisions of this Agreement.
(c) Any notice to or demand upon the Escrow Agent shall be in writing and shall be sufficient only if received by Escrowee in an escrow account as the Escrow Agent within the applicable time periods set forth herein, if any. Notices to or demands upon the Escrow Agent shall be sent by electronic mail, or overnight courier service, with respect for next day delivery, to the address set forth in ¶ 1.24 Section 11.9 of this Agreement, or served personally upon the Escrow Agent with receipt acknowledged in writing by the Escrow Agent. Notices from the Escrow Agent to Sellers or Purchaser shall be sent to them in accordance with Section 11.9 of this Agreement.
(d) If the Escrow Agent shall have received notice signed by either party advising that litigation between the parties over entitlement to the Deposit has been commenced, the Escrow Agent shall, on demand of either party, deposit the Deposit with the clerk of the court in which such litigation is pending. If at any time the Escrow Agent is uncertain of its duties hereunder or if the Escrow Agent for any other reason is no longer willing to serve as escrow agent, the Escrow Agent may, on notice to the parties, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Escrow Agent including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the proceeds held commencement of an action for interpleader, the reasonable costs of which shall be borne by whichever of the parties is the losing party. Upon the taking by the Escrow Agent of such action described, the Escrow Agent shall be released of and disbursed from all liability hereunder.
(e) The Escrow Agent shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be genuine. The Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of the Escrow Agent’s gross negligence or willful misconduct.
(f) The terms and provisions of this Article shall create no right in any person, firm or corporation other than the parties and their respective successors and permitted assigns, and no third party shall have the right to enforce or benefit from the terms hereof.
(g) The Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesAgreement.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hersha Hospitality Trust)
Escrow Terms. 27.1 (a) The Contract Deposit shall be deposited held in escrow by Escrowee Escrow Agent in an escrow interest bearing account until disbursed as set forth herein provided. Any interest accrued on the Deposit shall be paid to whichever party is entitled to the Deposit in ¶ 1.24 accordance with the provisions of this Agreement. Seller and Purchaser agree that the proceeds Deposit shall be non-refundable after the expiration of the Due Diligence Period unless this Agreement is terminated pursuant to a provision which expressly states that the Deposit shall be refunded to Purchaser. Interest accrued on the Deposit shall be credited to Purchaser at the Closing, if this transaction closes. The Deposit shall be held and disbursed by Escrow Agent in the following manner:
(i) to Seller at the Closing; or
(ii) to Seller upon receipt of written demand therefor, stating that either (x) this Agreement has been terminated pursuant to a provision herein which states that Seller is entitled to the Deposit upon termination, and certifying the basis for such termination, or (y) Purchaser has defaulted in the performance of Purchaser’s obligations under this Agreement and the facts and circumstances underlying such default; provided, however, that Escrow Agent shall not honor such demand until at least five (5) business days after it has delivered a copy of such demand to Purchaser, nor thereafter if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the provisions of clause (b) of this Section 3.3; or
(iii) to Purchaser upon receipt of written demand therefor, stating that either (x) this Agreement has been terminated pursuant to a provision herein which states that Purchaser is entitled to the Deposit upon termination, and certifying the basis for such termination, or (y) Seller has defaulted in performance of Seller’s obligations under this Agreement and the facts and circumstances underlying such default; provided, however, that Escrow Agent shall not honor such demand until at least five (5) business days after it has delivered a copy of such demand to Seller, nor thereafter if Escrow Agent shall have received written notice of objection from Seller in accordance with the provisions of clause (b) of this Section 3.3.
(b) Upon receipt of written demand for the Deposit by Purchaser or Seller pursuant to clause (ii) or (iii) of Section 3.3(a), Escrow Agent shall promptly send a copy thereof to the other party. The other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within five (5) business days after the objecting party’s receipt of such notice from the Escrow Agent, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly send a copy thereof to the party who made the written demand.
(c) In the event of any dispute between the parties regarding the Deposit, Escrow Agent, at its option, may disregard all instructions received and either (i) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of this fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final unappealable judgment of a court of competent jurisdiction, or (ii) deposit the Deposit into a court of competent jurisdiction (whereupon Escrow Agent shall be released and relieved of any and all liability and obligations hereunder from and after the date of such deposit).
(d) In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive conflicting instructions, claims or demands from the parties hereto, or instructions which conflict with any of the provisions of this Agreement, Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit until Escrow Agent shall be instructed otherwise in writing signed by both Seller and Purchaser, or by final unappealable judgment of a court of competent jurisdiction.
(e) Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that any modification of this Agreement shall be signed by Escrow Agent, Purchaser and Seller.
(f) Seller and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with its entering into this Agreement and the carrying out of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability or participating in any legal proceeding. Escrow Agent may consult with counsel of its choice, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.
(g) Escrow Agent may resign at will and be discharged from its duties or obligations hereunder by giving notice in writing of such resignation specifying a date when such resignation shall take effect; provided, however, that (i) prior to such resignation a substitute escrow agent is approved in writing by Seller and Purchaser, which approval shall not be unreasonably withheld or delayed, or (ii) Escrow Agent shall deposit the Deposit with a court of competent jurisdiction. After such resignation, Escrow Agent shall have no further duties or liability hereunder, except for its willful misconduct or gross negligence.
(h) Purchaser and Seller, together, shall have the right to terminate the appointment of Escrow Agent hereunder by giving to it notice of such termination, specifying the date upon which such termination shall take effect and designating a replacement Escrow Agent, who shall sign a counterpart of this Agreement or an amendment hereto. Upon demand of such successor Escrow Agent, the Deposit shall be turned over and delivered to such successor Escrow Agent, who shall thereupon be bound by all of the provisions hereof.
(i) Seller and Purchaser shall share equally the responsibility for reimbursement to Escrow Agent of all out-of-pocket expenses, disbursements and advances incurred or made by Escrow Agent in connection with the carrying out of its duties hereunder, unless otherwise specified herein.
(j) Escrow Agent’s agreements and obligations hereunder shall terminate and Escrow Agent shall be discharged from further duties and obligations hereunder upon final payment of the Deposit in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesAgreement.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Samples: Agreement of Sale (Djo Inc)
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. (a) If for any reason the Closing does not occur and either Party gives Notice to Escrowee demanding payment party makes a written demand upon Escrow Agent for delivery of the Contract Deposit, Escrowee Escrow Agent shall give prompt Notice written notice to the other Party party of such demand. If Escrowee Escrow Agent does not receive a Notice of written objection from the other party to the proposed payment from such other Party within 10 business days two (2) Business Days after the giving of Escrowee's Noticesuch notice, Escrowee Escrow Agent is hereby authorized and directed to make such payment to the demanding partydelivery or payment. If Escrowee Escrow Agent does receive such a Notice of written objection within said such two (2) Business Day period, or if for any other reason Escrowee Escrow Agent in good faith elects shall elect not to make such payment, Escrowee may Escrow Agent shall continue to hold the Contract Deposit until otherwise directed by a it shall have received joint Notice by written instructions from the Parties parties to this Agreement or a final, non-appealable judgment, an order or decree of from a court of competent jurisdiction. However, Escrowee Escrow Agent shall in addition have the right at any time to deposit tender the Contract Deposit and the interest thereon, if any, with to the clerk of a court in the county as set forth in ¶ 22 and U.S. District Court having jurisdiction where the Property is located. Escrow Agent shall give Notice written notice of such deposit to each PartySeller and Buyer. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee such deposit Escrow Agent shall be released relieved and discharged of all escrow further obligations and liabilitiesresponsibilities hereunder.
27.2 The Party whose Attorney is Escrowee (b) Escrow Agent shall have no responsibility to determine the authenticity or validity of any notice, instruction, instrument, document or other item delivered to it, and it shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorneyfully protected in acting in accordance with any written notice, then Purchaser shall direction or instruction given to it under this Agreement and reasonably believed by it to be credited with the amount of the contract Deposit at Closingauthentic and valid.
27.3 Escrowee will serve without compensation. Escrowee (c) The parties acknowledge that Escrow Agent is acting solely as a stakeholder at the Parties' their request and for their convenience. Escrowee , that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either Party of the parties for any act or omission on its part unless it involves taken or suffered in bad faith, in willful disregard of this Contract Agreement or involving gross negligence. In the event of any dispute. Seller and Purchaser Buyer shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold Escrow Agent harmless Escrowee from and against any claimall costs, judgmentclaims and expenses, lossincluding reasonable attorneys’ fees, liability, cost and expenses incurred in connection with the performance of Escrowee's acts Escrow Agent’s duties hereunder, except with respect to actions or omissions not involving taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract Agreement or involving gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing negligence on the fair value part of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expensesEscrow Agent.
27.4 Escrowee acknowledges receipt (d) Escrow Agent has acknowledged agreement to these provisions by signing in the place indicated on the signature page of this Agreement.
(e) Escrow Agent is hereby designated as the “real estate reporting person” for purposes of Section 6045 of Title 26 of the Contract DepositUnited States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Agent shall so provide. Upon the consummation of the transaction contemplated by this Agreement, by check subject Escrow Agent shall file a Form 1099 information return and send the statement to collectionSeller as required under the aforementioned statute and regulation. Seller and Buyer shall promptly furnish their federal tax identification numbers to Escrow Agent and shall otherwise reasonably cooperate with Escrow Agent in connection with Escrow Agent’s duties as real estate reporting person.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Samples: Purchase and Sale Agreement (RREEF Property Trust, Inc.)
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-non- appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee Xxxxxxxx shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee Xxxxxxxx shall be liable for loss of the Contract Deposit. If the Escrowee is SellerXxxxxx's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. , Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by EscroweeXxxxxxxx), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of EscroweeXxxxxxxx's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee Xxxxxxxx agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee Xxxxxxxx shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Samples: Contract of Sale
Escrow Terms. 27.1 The Contract Escrow Agent shall hold the Deposit in escrow on the following terms and conditions:
(a) The Escrow Agent shall be deposited by Escrowee in an escrow account deliver the Deposit to Seller or Buyer, as set forth in ¶ 1.24 and the proceeds held and disbursed case may be, in accordance with the terms provisions of this ContractAgreement.
(b) Any notice to or demand upon the Escrow Agent shall be in writing and shall be sufficient only if received by the Escrow Agent within the applicable time periods set forth in this Agreement. At ClosingNotices to or demands upon the Escrow Agent shall be sent by personal delivery, facsimile transmission or nationally recognized overnight courier service for next day delivery to the Escrow Agent Notice Address set forth in Part I of this Agreement. Notices from the Escrow Agent to Seller or Buyer shall be delivered to them in accordance with Section 11.1 of this Agreement.
(c) If Escrow Agent receives notice signed by either Party advising that litigation between the Parties over entitlement to the Deposit has been commenced, the Contract Escrow Agent shall, on demand of either Party, deposit the Deposit shall be paid by Escrowee to Sellerwith the clerk of the court in which such litigation is pending. If at any time the Closing does Escrow Agent is uncertain of its duties under this Agreement or if the Escrow Agent for any other reason is no longer willing to serve as escrow agent, the Escrow Agent may, on notice to the Parties, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Escrow Agent, including, but not occur and either Party gives Notice to Escrowee demanding payment limited to, the deposit of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of with a court of competent jurisdictionjurisdiction and the commencement of an action for interpleader, the reasonable costs of which shall be borne by the losing Party. HoweverUpon Escrow Agent taking such described action, Escrowee Escrow Agent shall be released of and from all liability under this Agreement as escrow agent. Escrow Agent may resign at any time upon ten (10) days’ prior written notice to the Parties. If a successor escrow agent is not appointed within this ten (10) day period, Escrow Agent may either (x) transfer the Deposit or any documents held by Escrow Agent to First American Title Insurance Company (in which case the Parties agree to split the payment of any escrow charges imposed by such substitute escrow agent) or (y) petition any court of competent jurisdiction (the “Court”) to name a successor escrow agent. Escrow Agent shall be fully relieved of all liability under this Agreement to all Parties upon the transfer of the Deposit and documents held by Escrow Agent to the successor escrow agent designated by the Parties, named in (x) above or appointed by the Court.
(d) The Escrow Agent shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be genuine. The Escrow Agent may assume that any person purporting to give it any notice on behalf of any Party in accordance with the provisions of this Agreement has been duly authorized to do so, or is otherwise acting or failing to act under this Section.
(e) The provisions of this Article shall create no right in any person, firm or corporation other than the Parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms of this Article.
(f) Buyer acknowledges and agrees that it shall be solely responsible for payment of the following at any time Closing: (a) Escrow Agent’s escrow fee, which escrow fee shall be no less than $2,000.00 and no more than $6,000.00 provided however that (i) if the Purchase Price is less than $5,000,000.00, the escrow fee shall be $2,000.00, (ii) if the Purchase Price is between $5,000,000.00 and $20,000,000.00, the escrow fee shall be $4,000.00, and (iii) if the Purchase Price is more than $20,000,000.00, the escrow fee shall be $6,000.00, (b) all recording fees and charges with respect to deposit the Contract Deposit recording by Escrow Agent of the Assignment of Security Instrument, the Assignment of Assignment of Leases and Rents, Assignment of Judgment and the interest thereonPOA, as applicable, (c) the cost of a non-insured title report prepared by Escrow Agent (“Non-Insured Title Report”), the cost of which shall be no less than $250.00 and no more than $750.00 as determined by Escrow Agent. Buyer further acknowledges and agrees that, irrespective of the delivery of the Non-Insured Title Report from Escrow Agent to Buyer, (i) neither Escrow Agent nor any Seller Party is making any representations or warranties whatsoever with respect to the Non-Insured Title Report or the contents therein including, without limitation, any representations or warranties with respect to the validity, priority or perfection of any liens created by the Loan Documents or the Foreclosure Judgment (if any), the state of title, the priority of liens or the status of real estate taxes, and (ii) neither Escrow Agent nor any Seller Party shall have any liability whatsoever with respect to the clerk of a court in Non-Insured Title Report or the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiescontents therein.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of (g) Notwithstanding anything in this Agreement or at law to the Contract Deposit. If the Escrowee is Seller's attorneycontrary, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee Escrow Agent shall not be liable to either Party for: (i) any acts taken in good faith but only for any act or omission unless it involves bad faith, willful disregard of this Contract its intentional misconduct or gross negligence. In ; (ii) any loss or impairment of funds in the event course of collection or on deposit in a financial institution arising out of failure, insolvency or suspension of such financial institution; (iii) expiration of any dispute. Seller time limit or other consequence of delay unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with such time limit; (iv) default, error, action or omission of any Party; (v) compliance with any legal process, subpoena, writ, order, judgment or decree, whether issued with or without jurisdiction and Purchaser shall jointly and severally whether subsequently vacated, modified, set aside or reversed; or (vi) any legal effect, insufficiency or undesirability of any instrument deposited with right of contribution) defend (or delivered by attorneys elected Escrow Agent or exchanged by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts Parties whether or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expensesEscrow Agent prepared such instrument.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Loan (Resource Real Estate Opportunity REIT, Inc.)
Escrow Terms. 27.1 The Contract Deposit Exxxxxx Money shall be deposited held in escrow by Escrowee Escrow Agent on the following terms and conditions:
(a) Escrow Agent shall deliver the Exxxxxx Money to Seller or Purchaser, as the case may be, in accordance with the provisions of this Agreement. Escrow Agent shall invest the Exxxxxx Money in a money market account with a national banking association or other bank acceptable to Seller and Purchaser.
(b) Any notice to or demand upon Escrow Agent shall be in writing and shall be sufficient only if received by Escrow Agent within the applicable time periods set forth herein, if any. Notices to or demands upon Escrow Agent shall be mailed or delivered by overnight courier to it at 300 0xx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, Attn: Hxxxxx X. Xxxxxx, Esq., or served personally upon Escrow Agent with receipt acknowledged in writing by Escrow Agent. Notices from Escrow Agent to Seller or Purchaser shall be mailed to them at the addresses for each party shown in Section 11.1 of this Agreement.
(c) In the event that litigation is instituted relating to this escrow, the parties hereto agree that Escrow Agent shall be held harmless from any attorneys’ fees, court costs and expenses relating to that litigation to the extent that litigation does not arise as a result of the Escrow Agent’s acts or omissions. To the extent that Escrow Agent holds Exxxxxx Money under the terms of this escrow, the parties hereto, other than Escrow Agent, agree that Escrow Agent may charge the Exxxxxx Money with any such attorneys’ fees, court costs and expenses as they are incurred by Escrow Agent. In the event that conflicting demands are made on Escrow Agent, or Escrow Agent, in good faith, believes that any demands with regard to the Exxxxxx Money are in conflict or are unclear or ambiguous, Escrow Agent may bring an interpleader action in an appropriate court. Such action shall not be deemed to be the “fault” of Escrow Agent, and Escrow Agent may lay claim to or against the Exxxxxx Money for its reasonable costs and attorneys’ fees in connection with same, through final appellate review. To that end, the parties hereto, other than Escrow Agent, agree to indemnify Escrow Agent for all such attorneys’ fees, court costs and expenses.
(d) Without limitation, Escrow Agent shall not be liable for any loss or damage resulting from the following: (a) the financial status or insolvency of any other party, or any misrepresentation made by any other party; (b) any legal effect, insufficiency or undesirability of any instrument deposited with or delivered by or to Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) the default, error, action or omission of any other party to this Agreement or any actions taken by Escrow Agent in good faith, except for Escrow Agent’s gross negligence or willful misconduct; (d) any loss or impairment of the Exxxxxx Money that has been deposited in escrow account as while the Exxxxxx Money is in the course of collection or while the Exxxxxx Money is on deposit in a financial institution if such loss or impairment results from the failure, insolvency or suspension of a financial institution, or any loss or impairment of the Exxxxxx Money due to the invalidity of any draft, check, document or other negotiable instrument delivered to Escrow Agent; (e) the expiration of any time limit or other consequence of delay, unless a properly executed settlement instruction, accepted by Escrow Agent has instructed the Escrow Agent to comply with said time limit; and (f) Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment or decree of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed.
(e) Escrow Agent shall not have any duties or responsibilities, except those set forth in ¶ 1.24 this Section and shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the proceeds held provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of Escrow Agent’s gross negligence or willful misconduct. Upon completion of the disbursement of the Exxxxxx Money, Escrow Agent shall be automatically released and disbursed discharged of its escrow obligations hereunder.
(f) The terms and provisions of this Article shall create no right in any person, firm or corporation other than the parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms hereof.
(g) Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this ContractAgreement. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur Seller and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of hereby agree that such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee law firm may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties representing sweller in this or a finalany other matter, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesincluding litigation.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Samples: Purchase and Sale Agreement (Generation Income Properties, Inc.)
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's ’s Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27¶27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's ’s attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' ’ request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. , Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's ’s acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' ’ fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract.
Appears in 1 contract
Samples: Contract of Sale (Smith & Wollensky Restaurant Group Inc)
Escrow Terms. 27.1 The Contract a. Escrow Agent shall hold the Deposit shall be deposited until the Closing or until it receives a notice from one of the parties of a default by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of other party under this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to SellerAgreement. If Escrow Agent receives a notice of the schedule of the Closing does not occur and from either Party gives Notice to Escrowee demanding payment of the Contract Depositparties, Escrowee it will tender the xxxxxxx money at the closing pursuant to a closing agreement or statement approved by both parties. If Escrow Agent receives a copy of a notice of default from one of the parties to this Agreement, it shall give prompt Notice send a copy of that notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice an objection is received from the other party within 10 days from the delivery of objection within said periodthe notice to that party, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to Escrow agent shall hold the Contract Deposit until otherwise directed by it receives approval from both parties to dispose of the Deposit in a joint Notice by stated manner. If no objection is received within the Parties or a final10-day period of time, non-appealable judgment, order or decree Escrow Agent shall forward the Deposit to the party that has given notice of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit default.
b. Seller and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition Buyer agree that Escrow Agent assumes no liability under this Agreement except that of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee shall be liable for loss holder of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. dispute whether Escrow Agent is obligated to deliver the Deposit or whether any given disbursement shall be made to Seller or Buyer, Escrow Agent shall not be obligated to make any disbursements but may hold the Deposit until Escrow Agent receives authorization in writing, signed by both Seller and Purchaser Buyer, directing the disposition of the Deposit. In the absence of any such authorization, Escrow Agent may hold the Deposit until the final determination of the rights of Seller and Buyer in an appropriate proceeding. If written authorization is not given or proceedings for determination are not begun and diligently continued, Escrow Agent shall have no obligation to bring an appropriate action or proceeding for leave to deposit the Deposit with a court of competent jurisdiction.
c. Seller and Buyer agree to jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee)indemnify, indemnify save, and hold Escrow Agent harmless Escrowee from and against any claimliability resulting from Escrow Agent’s duties, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts absent any commission or omissions not involving bad faith, omission by Escrow Agent amounting to willful disregard of this Contract misconduct or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid Seller and Buyer agree to retain attorneys or representing the fair value each pay one-half of legal services rendered any fee charged by Escrowee to itself and disbursements, court costs and litigation expensesEscrow Agent for its duties under this Agreement.
27.4 Escrowee acknowledges receipt d. On disbursement of the Contract DepositDeposit in accordance with the Agreement, Escrow Agent is released and acquitted from any further liability under this Agreement, it being expressly understood that Escrow Agent’s liability is limited by check subject to collectionthe terms and conditions set forth above.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Samples: Purchase and Sale Agreement
Escrow Terms. 27.1 The Contract Escrow Agent shall hold the Deposit in escrow on the following terms and conditions:
(a) The Escrow Agent shall be deposited by Escrowee in an escrow account deliver the Deposit to Seller or Buyer, as set forth in ¶ 1.24 and the proceeds held and disbursed case may be, in accordance with the terms provisions of this ContractAgreement.
(b) Any notice to or demand upon the Escrow Agent shall be in writing and shall be sufficient only if received by the Escrow Agent within the applicable time periods set forth in this Agreement. At ClosingNotices to or demands upon the Escrow Agent shall be sent by personal delivery, facsimile transmission or nationally recognized overnight courier service for next day delivery to the Escrow Agent Notice Address set forth in Part I of this Agreement. Notices from the Escrow Agent to Seller or Buyer shall be delivered to them in accordance with Section 11.1 of this Agreement.
(c) If Escrow Agent receives notice signed by either Party advising that litigation between the Parties over entitlement to the Deposit has been commenced, the Contract Escrow Agent shall, on demand of either Party, deposit the Deposit shall be paid by Escrowee to Sellerwith the clerk of the court in which such litigation is pending. If at any time the Closing does Escrow Agent is uncertain of its duties under this Agreement or if the Escrow Agent for any other reason is no longer willing to serve as escrow agent, the Escrow Agent may, on notice to the Parties, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Escrow Agent, including, but not occur and either Party gives Notice to Escrowee demanding payment limited to, the deposit of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of with a court of competent jurisdictionjurisdiction and the commencement of an action for interpleader, the reasonable costs of which shall be borne by the losing Party. HoweverUpon Escrow Agent taking such described action, Escrowee Escrow Agent shall have the right be released of and from all liability under this Agreement as escrow agent. Escrow Agent may resign at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contractupon ten Non-Negotiable
Appears in 1 contract
Escrow Terms. 27.1 The Contract Escrow Agent shall hold the Xxxxxxx Money Deposit in escrow on the following terms and conditions:
(a) The Escrow Agent shall deliver the Xxxxxxx Money Deposit to Seller or Buyer, as the case may be, in accordance with the provisions of this Agreement.
(b) Any notice to or demand upon the Escrow Agent shall be deposited in writing and shall be sufficient only if received by Escrowee the Escrow Agent within the applicable time periods set forth herein, if any. Notices to or demands upon the Escrow Agent shall be sent in an escrow account as accordance with Section 13.8 hereof, to the Contact Person and address set forth in ¶ 1.24 the Defined Terms. Notices from the Escrow Agent to Seller or Buyer shall be delivered to them in accordance with Section 13.8 of this Agreement.
(c) If the Escrow Agent shall have received notice signed by either party advising that litigation between the parties over entitlement to the Xxxxxxx Money Deposit has been commenced, the Escrow Agent shall, on demand of either party, deposit the Xxxxxxx Money Deposit with the clerk of the court in which such litigation is pending. If at any time the Escrow Agent is uncertain of its duties hereunder or if the Escrow Agent for any other reason is no longer willing to serve as escrow agent, the Escrow Agent may, on notice to the parties, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Escrow Agent, including, but not limited to, the deposit of the Xxxxxxx Money Deposit with a court of competent jurisdiction and the proceeds held commencement of an action for interpleader, the reasonable costs of which shall be borne by whichever of the parties is the losing party. Upon the taking by the Escrow Agent of such action described, the Escrow Agent shall be released of and disbursed from all liability hereunder as escrow agent.
(d) The Escrow Agent shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be genuine. The Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of the Escrow Agent’s gross negligence or willful misconduct.
(e) The terms and provisions of this Article shall create no right in any person, firm or corporation other than the parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms hereof.
(f) The Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesAgreement.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Escrow Terms. 27.1 The Contract Deposit Exxxxxx Money shall be deposited held in escrow by Escrowee Escrow Agent on the following terms and conditions:
(a) Escrow Agent shall deliver the Exxxxxx Money to Seller or Purchaser, as the case may be, in accordance with the provisions of this Agreement. Escrow Agent shall invest the Exxxxxx Money in a money market account with a national banking association or other bank acceptable to Seller and Purchaser.
(b) Any notice to or demand upon Escrow Agent shall be in writing and shall be sufficient only if received by Escrow Agent within the applicable time periods set forth herein, if any. Notices to or demands upon Escrow Agent shall be mailed or delivered by overnight courier to First American Title Insurance Company, , c/o Maynard, Cxxxxx & Gxxx, P.C., its agent, 600 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, or served personally upon Escrow Agent with receipt acknowledged in writing by Escrow Agent. Notices from Escrow Agent to Seller or Purchaser shall be mailed to them at the addresses for each party shown in Section 11.1 of this Agreement.
(c) In the event that litigation is instituted relating to this escrow, the parties hereto agree that Escrow Agent shall be held harmless from any attorneys’ fees, court costs and expenses relating to that litigation to the extent that litigation does not arise as a result of the Escrow Agent’s acts or omissions. To the extent that Escrow Agent holds Exxxxxx Money under the terms of this escrow, the parties hereto, other than Escrow Agent, agree that Escrow Agent may charge the Exxxxxx Money with any such attorneys’ fees, court costs and expenses as they are incurred by Escrow Agent. In the event that conflicting demands are made on Escrow Agent, or Escrow Agent, in good faith, believes that any demands with regard to the Exxxxxx Money are in conflict or are unclear or ambiguous, Escrow Agent may bring an interpleader action in an appropriate court. Such action shall not be deemed to be the “fault” of Escrow Agent, and Escrow Agent may lay claim to or against the Exxxxxx Money for its reasonable costs and attorneys’ fees in connection with same, through final appellate review. To that end, the parties hereto, other than Escrow Agent, agree to indemnify Escrow Agent for all such attorneys’ fees, court costs and expenses.
(d) Without limitation, Escrow Agent shall not be liable for any loss or damage resulting from the following: (a) the financial status or insolvency of any other party, or any misrepresentation made by any other party; (b) any legal effect, insufficiency or undesirability of any instrument deposited with or delivered by or to Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) the default, error, action or omission of any other party to this Agreement or any actions taken by Escrow Agent in good faith, except for Escrow Agent’s gross negligence or willful misconduct; (d) any loss or impairment of the Exxxxxx Money that has been deposited in escrow account as while the Exxxxxx Money is in the course of collection or while the Exxxxxx Money is on deposit in a financial institution if such loss or impairment results from the failure, insolvency or suspension of a financial institution, or any loss or impairment of the Exxxxxx Money due to the invalidity of any draft, check, document or other negotiable instrument delivered to Escrow Agent; (e) the expiration of any time limit or other consequence of delay, unless a properly executed settlement instruction, accepted by Escrow Agent has instructed the Escrow Agent to comply with said time limit; and (f) Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment or decree of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed.
(e) Escrow Agent shall not have any duties or responsibilities, except those set forth in ¶ 1.24 this Section and shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the proceeds held provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of Escrow Agent’s gross negligence or willful misconduct. Upon completion of the disbursement of the Exxxxxx Money, Escrow Agent shall be automatically released and disbursed discharged of its escrow obligations hereunder.
(f) The terms and provisions of this Article shall create no right in any person, firm or corporation other than the parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms hereof.
(g) Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesAgreement.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Samples: Purchase and Sale Agreement (Generation Income Properties, Inc.)
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. , Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract.
Appears in 1 contract
Samples: Contract of Sale
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee Xxxxxxxx shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Samples: Contract of Sale
Escrow Terms. 27.1 The Contract Title Company shall hold the Deposit in escrow on the following terms and conditions:
(a) The Deposit shall be deposited by Escrowee held in an escrow account at a federally insured financial institution within the United States of America in the name of Title Company.
(b) The Title Company shall deliver the Deposit to Seller or Buyer, as the case may be, in accordance with the provisions of this Agreement.
(c) Any notice to or demand upon the Title Company shall be in writing and shall be sufficient only if received by the Title Company within the applicable time periods set forth herein, if any. Notices to or demands upon the Title Company shall be sent by United States mail, registered or certified, return receipt requested, postage prepaid, or overnight courier service, with respect for next day delivery, to the address set forth in ¶ 1.24 Section 12.7 of this Agreement, or served personally upon the Title Company with receipt acknowledged in writing by the Title Company. Notices from the Title ELECTRONICALLY FILED - 2022 Dec 16 3:27 PM - GREENVILLE - COMMON PLEAS - CASE#2019CP2300913 Company to Seller or Buyer shall be mailed to them in accordance with Section 12.7 of this Agreement.
(d) If the Title Company shall have received notice signed by either party advising that litigation between the parties over entitlement to the Deposit has been commenced, the Title Company shall, on demand of either party, deposit the Deposit with the clerk of the court in which such litigation is pending. If at any time the Title Company is uncertain of its duties hereunder or if the Title Company for any other reason is no longer willing to serve as escrow agent, the Title Company may, on notice to the parties, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Title Company, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the proceeds held commencement of an action for interpleader, the reasonable costs of which shall be borne by whichever of the parties is the losing party. Upon the taking by the Title Company of such action described, the Title Company shall be released of and disbursed from all liability hereunder as escrow agent.
(e) The Title Company shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by the Title Company to be genuine. The Title Company may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of the Title Company's gross negligence or willful misconduct.
(f) The terms and provisions of this Article shall create no right in any person, firm or corporation other than the parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms hereof.
(g) The Title Company has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesAgreement.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Commercial Property
Escrow Terms. 27.1 28.1 Escrowee acknowledges receipt of the check for the Contract Deposit, subject to collection.
28.2 The check for the Contract Deposit shall be deposited by Escrowee in an a non-‐interest bearing escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Upon Closing, Escrowee shall deliver the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and In all other cases, if either Party gives Notice to makes a demand upon Escrowee demanding payment for delivery of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment is not received from such the other Party within 10 7 business days after the giving of Notice by Escrowee's Notice, time being of the essence Escrowee is hereby authorized and directed to make such payment deliver the Contract Deposit to the demanding partyParty who made the demand. If Escrowee does receive such receives a Notice of objection within said period, or if for any other reason Escrowee in good faith elects not to make such paymentdeliver the Contract Deposit, then Escrowee may shall continue to hold the Contract Deposit until otherwise directed and thereafter pay it to the Party entitled when Escrowee receives (a) a Notice from the objecting Party withdrawing the objection, or (b) a Notice signed by both Parties directing disposition of the Contract Deposit or (c) a joint Notice by the Parties judgment or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However.
28.3 In the event of any dispute or doubt as to the genuineness of any document or signature, or uncertainty as to Escrowee's duties, then Escrowee shall have the right at any time either to deposit continue to hold the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit escrow or to each Party. Upon disposition of pay the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilitiesinto court pursuant to relevant statute.
27.2 28.4 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable parties agree jointly to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by Escrowee), indemnify and hold harmless Escrowee against and from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance or expense resulting from any dispute or litigation arising out of or concerning Escrowee's acts duties or omissions not involving bad faith, willful disregard of this Contract or gross negligenceservices hereunder. This indemnity includes, without limitation, disbursements and reasonable attorneys' " fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expensesitself.
27.4 28.5 Escrowee acknowledges receipt shall not be liable for any error in judgment or for any act done or step taken or omitted in good faith, or for any mistake of fact or law, except for Escrowee's own gross negligence or willful misconduct.
28.6 The Parties acknowledge that Escrowee is merely a stakeholder. Upon payment of the Contract Deposit pursuant to Par. 28.2 or 28.3 Escrowee shall be fully released from all liability and obligations with respect to the Contract Deposit, by check subject to collection.
27.5 Escrowee agrees to 28.7 In the provisions of this ¶ 27.
27.6 If event Escrowee is the Attorney attorney for a either Party, Escrowee shall be permitted entitled to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 28.8 Escrowee shall survive Closing, cancellation or termination serve without compensation.
28.9 The signing of this ContractContract by Escrowee is only to evidence Escrowee's acceptance of the terms and conditions of this Par. 28.
Appears in 1 contract
Samples: Contract of Sale
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee Xxxxxxxx shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee Xxxxxxxx shall be liable for loss of the Contract Deposit. If the Escrowee is SellerXxxxxx's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by EscroweeXxxxxxxx), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of EscroweeXxxxxxxx's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject to collection.
27.5 Escrowee Xxxxxxxx agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee Xxxxxxxx shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract 28 Margin Headings The margin heading do not constitute part of the text of this Contract.
Appears in 1 contract
Samples: Contract of Sale
Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-non- appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee Xxxxxxxx shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county coun- ty as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee Xxxxxxxx shall be liable for loss of the Contract Deposit. If the Escrowee is SellerXxxxxx's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. , Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected selected by EscroweeXxxxxxxx), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of EscroweeXxxxxxxx's acts or omissions omis- sions not involving bad faith, willful disregard of this Contract or gross negligencenegli- gence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.
27.4 Escrowee acknowledges receipt of the Contract Deposit, by check subject sub- ject to collection.
27.5 Escrowee Xxxxxxxx agrees to the provisions of this ¶ 27.
27.6 If Escrowee is the Attorney for a Party, Escrowee Xxxxxxxx shall be permitted to represent such Party in any dispute or lawsuit.
27.7 This ¶ 27 shall survive Closing, cancellation or termination of this Contract.
Appears in 1 contract
Samples: Contract of Sale
