Common use of ESCROWEE Clause in Contracts

ESCROWEE. The Title Company hereby acknowledges receipt of a fully executed copy of this Agreement and the First Payment referred to in the Agreement on ________________, 2003, and agrees to accept, hold, deliver and disburse the First Payment and Second Payment, together with all interest accrued thereon and received by the Title Company, strictly in accordance with the terms and provisions of this Agreement. In performing any of its duties hereunder, the Title Company shall not incur any liability to anyone for any damages, losses or expenses, except for negligence, willful default or breach of trust, and it shall accordingly not incur any liability with respect (i) to any action taken or omitted in good faith upon advice of its counsel, or (ii) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless the Title Company against any and all losses, claims, damages, liabilities and expenses, imposed upon the Title Company or incurred by the Title Company in connection with its acceptance or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof, unless such losses, claims, damages, liabilities and expenses arise out of Title Company's negligence, willful default or breach of trust. In the event of a dispute between Seller and Buyer sufficient in the discretion of the Title Company to justify its doing so, the Title Company shall be entitled to tender into the registry of the District Court of Tarrant County, Texas, all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Seller and Buyer shall bear all costs and expenses of such legal proceedings. Fidelity National Title Insurance Company By: ___/s/_Marti Robertson_______ Its: ____Escrow Officer________

ESCROWEE. The Title Company hereby acknowledges receipt of a fully executed copy of this Agreement and the First Payment referred to in the Agreement on ________________April 17, 20032000, and agrees to accept, hold, deliver and disburse the First Payment and Second Payment, together with all interest accrued thereon and received by the Title Company, strictly in accordance with the terms and provisions of this Agreement. In performing any of its duties hereunder, the Title Company shall not incur any liability to anyone for any damages, losses or expenses, except for negligence, willful default or breach of trust, and it shall accordingly not incur any liability with respect (i) to any action taken or omitted in good faith upon advice of its counsel, or (ii) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless the Title Company against any and all losses, claims, damages, liabilities and expenses, imposed upon the Title Company or incurred by the Title Company in connection with its acceptance or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof, unless such losses, claims, damages, liabilities and expenses arise out of Title Company's negligence, willful default or breach of trust. In the event of a dispute between Seller and Buyer sufficient in the discretion of the Title Company to justify its doing so, the Title Company shall be entitled to tender into the registry of the District Court of Tarrant Xxxxxx County, TexasFlorida, all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Seller and Buyer shall bear all costs and expenses of such legal proceedings. Fidelity National Title Insurance Company By: ___/s/_Marti Robertson_______ Its: ____Escrow Officer________.

ESCROWEE. a. The Title Company hereby acknowledges Escrowee shall not be under any duty to deal with the property held by it hereunder with any greater degree of care than it uses when dealing with its own similar property. b. The Escrowee may act in reliance upon any instrument or signature believed by it to be genuine, and may assume that any person purporting to give any notice or receipt of a fully executed copy advice or to make any statement in connection with the provisions hereof has been duly authorized to do so. c. The Escrowee may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct. d. In the event that the Escrowee shall be uncertain as to its duties or rights hereunder or shall receive one or more instructions, claims or demands from any of the parties hereto or from third persons with respect to the property held hereunder which, in its opinion, are in conflict with any other instructions it has received or any provision of this Agreement and the First Payment referred Agreement, it may refrain from taking any action other than to use reasonable care to keep safely said property until it shall be directed otherwise in the Agreement on ________________, 2003, and agrees to accept, hold, deliver and disburse the First Payment and Second Payment, together with all interest accrued thereon and received writing by the Title Companyother parties hereto and such third persons, strictly if any, or by a final order or judgment of a court of competent jurisdiction; or, alternatively, the Escrowee may resign and deliver the property to any party reasonably deemed appropriate by the Escrowee, upon which all obligations of the Escrowee hereunder shall cease and terminate. e. The Escrowee may at any time resign hereunder by giving at least ten (10) days' prior written notice thereof to the other parties hereto. Upon the effective date of such resignation, all property then held by the Escrowee hereunder shall be delivered to a joint designee of Xxxxxxx and Menlo. Upon making such delivery, all obligations of the Escrowee hereunder shall cease and terminate. If no such person shall have been designated by the date validly set hereunder for the Escrowee's resignation, all obligations of the Escrowee hereunder shall, nevertheless, cease and terminate. Its sole responsibility thereafter shall be to keep safely all property then held by it and to deliver the same to a person designated by both other parties hereto or in accordance with the terms and directions of a final order or judgment of a court of competent jurisdiction. f. Notwithstanding any other provisions of this Agreement. In performing any of its duties hereunderherein, no notice, demand, request or other communication to the Title Company Escrowee in connection herewith shall not incur any liability be binding on the Escrowee unless it is in writing, refers specifically to anyone for any damages, losses or expenses, except for negligence, willful default or breach of trust, and it shall accordingly not incur any liability with respect (i) to any action taken or omitted in good faith upon advice of its counsel, or (ii) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as is addressed to the truth Escrowee at 000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, Attention: Xxx X Xxxxxx, Esq. or such other address as the Escrowee may, at any time or from time to time, designate, and accuracy is actually received by the Escrowee at that address. g. The Escrowee is acting as a stakeholder at the request of the other parties hereto, and may continue to act as counsel to Menlo notwithstanding any information contained thereindispute among the parties hereto. h. This Agreement sets forth exclusively the duties of the Escrowee with respect to any and all matters pertinent hereto. Except as otherwise expressly provided herein, which the Title Company Escrowee shall in good faith believe to not refer to, and shall not be genuinebound by, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless the Title Company against any and all losses, claims, damages, liabilities and expenses, imposed upon the Title Company or incurred by the Title Company in connection with its acceptance or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof, unless such losses, claims, damages, liabilities and expenses arise out of Title Company's negligence, willful default or breach of trust. In the event of a dispute between Seller and Buyer sufficient in the discretion of the Title Company to justify its doing so, the Title Company shall be entitled to tender into the registry of the District Court of Tarrant County, Texas, all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Seller and Buyer shall bear all costs and expenses of such legal proceedings. Fidelity National Title Insurance Company By: ___/s/_Marti Robertson_______ Its: ____Escrow Officer________other agreement.

ESCROWEE. The Title Company hereby acknowledges receipt of a fully executed copy of this Agreement and the First Payment referred to in the Agreement on ________________, 2003, and agrees to accept, hold, deliver and disburse the First Payment and Second Payment, together with all interest accrued thereon and received by the Title Company, strictly in accordance with the terms and provisions of this Agreement. In performing any of its duties hereunder, the Title Company shall not incur any liability to anyone for any damages, losses or expenses, except for negligence, willful default or breach of trust, and it shall accordingly not incur any liability with respect (i) to any action taken or omitted in good faith upon advice of its counsel, or (ii) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless the Title Company against any and all losses, claims, damages, liabilities and expenses, imposed upon the Title Company or incurred by the Title Company in connection with its acceptance or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof, unless such losses, claims, damages, liabilities and expenses arise out of Title Company's negligence, willful default or breach of trust. In the event of a dispute between Seller and Buyer sufficient in the discretion of the Title Company to justify its doing so, the Title Company shall be entitled to tender into the registry of the District Court of Tarrant County, Texas, all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Seller and Buyer shall bear all costs and expenses of such legal proceedings. Fidelity National Title Insurance Company By: ___/s/_Marti Marti Robertson__________ Its: ____Escrow Officer___________

ESCROWEE. (a) The Title Company hereby acknowledges receipt Escrowee shall hold the proceeds of the Deposit in escrow in a fully executed copy special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the Closing Date or sooner termination of this Agreement Contract of Sale and the First Payment referred to in the Agreement on ________________, 2003, and agrees to accept, hold, deliver and disburse the First Payment and Second Payment, together with all interest accrued thereon and received by the Title Company, strictly shall pay over or apply such proceeds in accordance with the terms and provisions of this AgreementArticle 15. In performing Escrowee shall hold such proceeds in an interest-bearing account, and any interest earned thereon shall be paid to the same party entitled to the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. The tax identification numbers of the Seller and Purchaser are set forth next to their signatures at the end of this Contract of Sale. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrowee to Seller. (b) If either party makes a written demand upon Escrowee for payment of the proceeds of the Deposit, then Escrowee shall give written notice to the other party of such demand. If Escrowee does not receive a written objection from the other party to the proposed payment within five (5) business days after the giving of such notice, Escrowee is hereby authorized to make such payment. If Escrowee does receive such written objection within such five (5) business day period or if for any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract of Sale or a final judgment of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the county in which the Property is located. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder. (c) If the Closing takes place then at the Closing Escrowee shall deliver the Deposit to Seller. (d) Notwithstanding anything to contrary herein, in the event Purchaser terminates this Agreement on or prior to the expiration of the Due Diligence Expiration Date, then upon receipt of written demand for the Initial Deposit, the parties hereby irrevocably direct Escrowee to immediately release the Initial Deposit to Purchaser without notice to, and notwithstanding the objection of, Seller. 15.2 The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed to be the agent of either of the parties, and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith and in willful disregard of this Contract of Sale or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrowee’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, and in willful disregard of this Contract of Sale or involving gross negligence on the Title Company part of Escrowee. 15.3 Escrowee shall not have any duties or responsibilities except those set forth in this Contract of Sale and shall not incur any liability to anyone for in acting upon any damagessignature, losses notice, request, waiver, consent, receipt or expenses, except for negligence, willful default other paper or breach of trust, and it shall accordingly not incur any liability with respect (i) to any action taken or omitted document believed in good faith upon advice of its counsel, or (ii) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Title Company shall in good faith believe by Escrowee to be genuine, and Escrowee may assume that any person purporting to have been signed or presented by a proper person or persons and to conform give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. Escrowee shall have no duty to determine (and shall not be affected by any knowledge concerning) the validity, authenticity or enforceability of this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless the Title Company against any and all losses, claims, damages, liabilities and expenses, imposed upon the Title Company specification or incurred by the Title Company certification made in connection with its acceptance any certificate or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof, unless such losses, claims, damages, liabilities and expenses arise out of Title Company's negligence, willful default or breach of trust. In the event of a dispute between Seller and Buyer sufficient in the discretion of the Title Company to justify its doing so, the Title Company shall be entitled to tender into the registry of the District Court of Tarrant County, Texas, all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Seller and Buyer shall bear all costs and expenses of such legal proceedings. Fidelity National Title Insurance Company By: ___/s/_Marti Robertson_______ Its: ____Escrow Officer________notice.

ESCROWEE. The Xxxxxxx Money Deposit (as defined below) shall be deposited with Commonwealth Land Title Insurance Company hereby acknowledges receipt of a fully executed copy of this Agreement and (Attention: Xxxxxxxx Mesh) (the First Payment referred to in the Agreement on ________________, 2003, "ESCROWEE"). Any escrow agent receiving funds or documents is authorized and agrees by acceptance thereof to accept, hold, deliver promptly deposit and to hold same in escrow and to disburse the First Payment and Second Payment, together with all interest accrued thereon and received by the Title Company, strictly same subject to clearance thereof in accordance with the terms and provisions conditions of this Agreement. Failure of the clearance of funds shall not excuse performance by the depositor. In performing any the event a party to this Agreement provides written notice of its duties dispute to Escrowee as to the disbursement of monies hereunder, the Title Company Escrowee shall not incur any liability continue to anyone for any damages, losses hold the monies which are the subject of this escrow until receipt of written instructions from both Purchaser and Seller directing it as to what to do with such funds or expenses, except for negligence, willful default or breach a judgment of trust, and it a court of competent jurisdiction shall accordingly not incur any liability with respect (i) to any action taken or omitted in good faith upon advice determine the rights of its counselthe parties hereto, or (ii) it may deposit all of the monies then held pursuant to this Agreement with any action taken or omitted court of competent jurisdiction located in reliance upon any instrumentHouston, including any written notice or instruction provided for in this Agreement, not only Texas. In the event of doubt as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Title Company shall in good faith believe to be genuine, to have been signed duties or presented by a proper person or persons and to conform with liabilities under the provisions of this Agreement. , the Escrowee may, in its sole discretion, continue to hold the monies which are the subject of this escrow until receipt of written instructions from both Purchaser and Seller and Buyer hereby agree directing it as to indemnify and hold harmless what to do with such funds or a judgment of a court of competent jurisdiction shall determine the Title Company against any and rights of the parties thereto, or it may deposit all losses, claims, damages, liabilities and expenses, imposed upon of the Title Company or incurred by the Title Company in connection with its acceptance or the performance of its duties hereunder, including any litigation arising from monies then held pursuant to this Agreement or involving with any court of competent jurisdiction located in Houston, Texas, which court shall have jurisdiction of the subject matter hereofdispute, unless and upon notifying all parties concerned of such lossesaction, claimsall liability on the part of the Escrowee shall fully terminate, damages, liabilities and expenses arise except to the extent of accounting for any monies theretofore delivered out of Title Company's negligence, willful default or breach of trustescrow. In the event of any suit wherein the Escrowee is made a dispute between Seller and Buyer sufficient party by virtue of acting as such Escrowee hereunder, or in the discretion event of any suit wherein Escrowee interpleads the Title Company to justify its doing sosubject matter of this escrow, the Title Company Escrowee shall be entitled to tender into the registry recover reasonable attorneys' fees and costs incurred through all levels of proceedings, said fees and costs to be charged and assessed as court costs in favor of the District Court prevailing party. Except for the willful misconduct or gross negligence of Tarrant County, Texasthe Escrowee, all money parties agree that the Escrowee shall not be liable to any party or property in its hands under person whomsoever from misdelivery to Purchaser or Seller of monies subject to this Agreementescrow, together with unless such legal pleadings as it deems appropriate, and thereupon misdelivery shall be discharged from all further duties and liabilities under due to willful breach of this AgreementAgreement or gross negligence on the part of Escrowee. Seller and Buyer This SECTION 4.1 shall bear all costs and expenses of such legal proceedings. Fidelity National Title Insurance Company By: ___/s/_Marti Robertson_______ Its: ____Escrow Officer________survive the Closing.