Title Company. The Title Company, in its capacity as escrow agent hereunder, agrees to hold the Deposit in accordance with the terms hereof and to comply with additional written instructions from the parties, to the extent that such instructions are not in conflict. (a) If the Closing occurs, then at Closing, the Deposit shall be released to Seller and shall be credited against the Purchase Price. (b) In all other cases, any and all payments made by the Title Company from the Deposit shall be made in accordance with this Section 10.18(c). If either the Purchaser or the Seller delivers written notice to the Title Company requesting release of the Deposit (a “Disbursement Notice”), the Title Company shall deliver a copy of such Disbursement Notice to the party who did not deliver the Disbursement Notice. Unless within five (5) business days after delivery of such Disbursement Notice by the Title Company, the Title Company receives from such party a notice objecting to the release of the Deposit from escrow (an “Objection Notice”), the Title Company shall disburse the Deposit as set forth in the Disbursement Notice. If an Objection Notice is delivered within such five (5) Business-Day period, the Title Company shall continue to hold the Xxxxxxx Money until otherwise directed by either (i) joint written instructions from the Purchaser and the Seller, or (ii) a firm and final court order binding on the Title Company which has not been stayed, vacated or appealed before disbursement of the Deposit; provided, however, that notwithstanding the foregoing, the Title Company shall have the right in the event of such a dispute to deposit the Deposit with any federal or state court then having jurisdiction over an interpleader action with respect to the Deposit. The Title Company shall give written notice of any such deposit to the Purchaser and the Seller. Upon such deposit or other disbursement in accordance with the provisions of this Section 10.18(c), the Title Company shall be relieved and discharged of all further obligations with respect to the amounts so deposited or disbursed and all further obligations and liability to the parties hereto with respect to its obligations under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Chatham Lodging Trust)
Title Company. The Purchaser shall be responsible for payment of any reasonable fees or compensation due to Title Company, in Company for its capacity services as escrow agent hereunder, agrees . Title Company shall be liable only to hold the Deposit in accordance with the terms hereof Deposit, to invest same as provided for herein, and to comply with additional written instructions from the parties, deliver same to the extent that such instructions are not in conflict.
(a) If the Closing occurs, then at Closing, the Deposit shall be released to Seller and shall be credited against the Purchase Price.
(b) In all other cases, any and all payments made by the Title Company from the Deposit shall be made in accordance with this Section 10.18(c). If either the Purchaser or the Seller delivers written notice to the Title Company requesting release of the Deposit (a “Disbursement Notice”), the Title Company shall deliver a copy of such Disbursement Notice to the party who did not deliver the Disbursement Notice. Unless within five (5) business days after delivery of such Disbursement Notice by the Title Company, the Title Company receives from such party a notice objecting to the release of the Deposit from escrow (an “Objection Notice”), the Title Company shall disburse the Deposit as set forth in the Disbursement Notice. If an Objection Notice is delivered within such five (5) Business-Day period, the Title Company shall continue to hold the Xxxxxxx Money until otherwise directed by either (i) joint written instructions from the Purchaser and the Seller, or (ii) a firm and final court order binding on the Title Company which has not been stayed, vacated or appealed before disbursement of the Deposit; provided, however, that notwithstanding the foregoing, the Title Company shall have the right in the event of such a dispute to deposit the Deposit with any federal or state court then having jurisdiction over an interpleader action with respect to the Deposit. The Title Company shall give written notice of any such deposit to the Purchaser and the Seller. Upon such deposit or other disbursement parties named herein in accordance with the provisions of this Section 10.18(c)Agreement. Title Company, as escrow agent, is acting in the capacity of a depository only, and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall be caused by the gross negligence or willful malfeasance of Title Company. In the event of any disagreement among any of the parties to this Agreement or among them or any of them and any other person, resulting in adverse claims and demands being made in connection with or for the Properties, or any portion thereof, involved herein or affected hereby, Title Company shall be relieved entitled to refuse to comply with any such claims or demands as long as such disagreement may continue, and discharged in so refusing, shall make no delivery or other disposition of all further obligations with respect to the amounts so deposited Properties, or disbursed and all further obligations and liability to the parties hereto with respect to its obligations any portion thereof, then held by it under this Agreement, and in so doing Title Company shall not become liable in any way for such refusal, and Title Company shall be entitled to continue to refrain from acting until (a) the rights of adverse claimants shall have been finally settled by binding arbitration or finally adjudicated in a court assuming and having jurisdiction of the Properties involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement and Title Company shall have been notified in writing of such agreement signed by the parties hereto. Further, Title Company shall have the right at any time after a dispute between Sellers and Purchaser has arisen, to pay any deposits held by it into any court of competent jurisdiction for payment to the appropriate party, whereupon Title Company’s obligations hereunder shall terminate.
Appears in 1 contract
Samples: Interest Purchase and Sale Agreement (Legacy Healthcare Properties Trust Inc.)
Title Company. The Title Company, in In performing any of its capacity as escrow agent hereunder, agrees to hold the Deposit in accordance with the terms hereof and to comply with additional written instructions from the parties, to the extent that such instructions are not in conflict.
(a) If the Closing occurs, then at Closing, the Deposit shall be released to Seller and shall be credited against the Purchase Price.
(b) In all other cases, any and all payments made by the Title Company from the Deposit shall be made in accordance with duties under this Section 10.18(c). If either the Purchaser or the Seller delivers written notice to the Title Company requesting release of the Deposit (a “Disbursement Notice”)Agreement, the Title Company shall deliver not be liable for any loss, costs, fee, claim, expense or damage which may be incurred by the parties hereto as a copy result of such Disbursement Notice to serving as the party who did not deliver the Disbursement Notice. Unless within five (5) business days after delivery Title Company hereunder, except for any loss, cost or damages arising out of such Disbursement Notice by willful acts of malfeasance or negligence of the Title Company, the Title Company receives from such party a notice objecting to the release of the Deposit from escrow (an “Objection Notice”). Accordingly, the Title Company shall disburse not incur any liability with respect to any action taken or omitted to be taken: (i) in good faith upon advice of its counsel given with respect to any questions relating to the Deposit duties and responsibilities of the parties pursuant to this Agreement; or (ii) in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as set forth in to its due execution and the Disbursement Noticevalidity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which purports to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement. If an Objection Notice is delivered within such five (5) Business-Day periodThe parties hereto acknowledge and agree that should the Title Company represent either party, the Title Company shall may continue to hold do so notwithstanding the Xxxxxxx Money until otherwise directed by either (i) joint written instructions from execution of this Agreement or any dispute hereunder and that the execution and performance of this Agreement does not constitute a conflict of interest with the Purchaser and or the Seller, or (ii) a firm and final court order binding on the Title Company which has not been stayed, vacated or appealed before disbursement of the Deposit; provided, however, that notwithstanding the foregoing, the Title Company shall have the right in the event of such a dispute to deposit the Deposit with any federal or state court then having jurisdiction over an interpleader action with respect to the Deposit. The Title Company shall give written notice rely upon and shall be protected in acting or refraining from acting upon any oral notice, instruction or request furnished hereunder and believed by it to be genuine. The Title Company undertakes to perform only such duties as are expressly set forth herein and shall not be bound in any way by any other agreement of any such deposit the parties hereto. The parties acknowledge that the Title Company is serving as an escrow agent without compensation and solely as an accommodation to the Purchaser and parties. If the Seller. Upon such deposit Title Company is in doubt as to its duties or other disbursement in accordance with liabilities under the provisions of this Section 10.18(cAgreement, it may, in its sole discretion, continue to hold the Deposit until the parties mutually agree to disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties hereto, or the Title Company may deposit such funds with the Clerk of the Circuit Court of Carroll County, Maryland (the “Clerk”), pursuant to interpleader procedure, whereupon after notifying all parties concerned with such action and paying all filing and other costs imposed by the Clerk from the Deposit, all liability on the party of the Title Company shall be relieved and discharged of all further obligations with respect terminate except to the amounts so deposited or disbursed and all further obligations and liability to the parties hereto with respect to its obligations under this Agreementextent of accounting for any monies theretofore delivered out of escrow.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Company. The Title CompanyBy: ------------------Specimen Only------------------- Name: Title: THIS CERTIFIES THAT MERCHANTS BANK OF INDIANA (“Participant”) is the registered owner of the undivided participation ownership interest (“Ownership Interest”) in the [insured/guaranteed] mortgage loan identified above (the “Mortgage Loan”) and more particularly described on Schedule I attached hereto and by reference incorporated herein held by STONEGATE MORTGAGE CORPORATION (“Seller”) as mortgagee of record and servicer, in its capacity as escrow agent hereunder, agrees to hold the Deposit in accordance with the terms hereof and to comply with additional written instructions from the parties, pursuant to the extent Master Participation Agreement. Participant’s Ownership Interest shall be the percentage that such instructions are not in conflict.
is equal at any time to the percentage that the unpaid balance of the amount paid by Participant bears to the unpaid balance of the Mortgage Loan. This Participation Certificate is issued under and is subject to the terms, provisions and conditions of the Amended and Restated Master Participation Agreement dated as of , 2013, entered into by Seller and Participant (a) If the Closing occurs“Agreement”). Seller certifies to Participant that, then at Closingas of the date hereof, the Deposit shall be released to information set forth in Schedule I hereto is correct. This Participation Certificate does not represent an obligation of, or an interest in, Seller and shall be credited against is not insured or guaranteed by any government agency. This Participation Certificate is limited in right of payment to certain collections and recoveries respecting the Purchase Price.
(b) In Mortgage Loans, all other cases, any and all payments made by the Title Company from the Deposit shall be made in accordance with this Section 10.18(c). If either the Purchaser or the Seller delivers written notice to the Title Company requesting release of the Deposit (a “Disbursement Notice”), the Title Company shall deliver a copy of such Disbursement Notice to the party who did not deliver the Disbursement Notice. Unless within five (5) business days after delivery of such Disbursement Notice by the Title Company, the Title Company receives from such party a notice objecting to the release of the Deposit from escrow (an “Objection Notice”), the Title Company shall disburse the Deposit as more specifically set forth in the Disbursement NoticeAgreement. If an Objection Notice is delivered within such five Seller acknowledges that Participant may (5) Business-Day period, the Title Company shall continue to hold the Xxxxxxx Money until otherwise directed by either (i) joint written instructions from the Purchaser and the Seller, or (ii) a firm and final court order binding on the Title Company which has not been stayed, vacated or appealed before disbursement of the Deposit; provided, however, that notwithstanding the foregoing, the Title Company shall have the right to) pledge the Ownership Interest, as evidenced by this Participation Certificate, to the Federal Home Loan Bank of Indianapolis (“FHLBI”) as collateral under an Advances, Pledge and Security Agreement dated as of April 13, 2000 (the “APSA”), and that such pledge shall remain in effect until such time as Seller reacquires the event Ownership Interest according to the terms of the Agreement. Seller further acknowledges and agrees that during such a dispute time as this Participation Certificate is pledged to deposit the Deposit FHLBI, (i) Seller will hold the Mortgage Loan Documents in trust for the benefit of both Participant and the FHLBI, as their interests may appear, and (ii) the FHLBI shall have the right to take possession and ownership of the Ownership Interest pursuant to the APSA. Seller further agrees to provide the FHLBI with any federal duplicate copies of all notices or state court then having jurisdiction over an interpleader action other communications to or from Participant pursuant to the Agreement with respect to the DepositOwnership Interest. The Title Company Capitalized terms used in this Participation Certificate but not defined herein shall give written notice of any such deposit have the meaning ascribed to them in the Purchaser and the Seller. Upon such deposit or other disbursement in accordance with the provisions of this Section 10.18(c), the Title Company shall be relieved and discharged of all further obligations with respect to the amounts so deposited or disbursed and all further obligations and liability to the parties hereto with respect to its obligations under this Agreement.
Appears in 1 contract
Samples: Master Participation Agreement (Stonegate Mortgage Corp)
Title Company. (a) The Title Company, in its capacity as escrow agent hereunder, Company agrees to hold the Deposit in accordance with the terms hereof hereof. Contemporaneously with the execution and to comply delivery of the Agreement by Buyer, the Buyer shall deposit with additional written instructions from the partiesTitle Company the Deposit. Title Company shall invest the Deposit in an interest-bearing savings or money market account, to short-term U.S. Treasury Bills or similar cash equivalent securities or as the extent that such instructions are not in conflict.
(a) If the Closing occurs, then at Seller and Buyer may together direct. At Closing, the Title Company shall apply the Deposit shall be released to Seller and shall be credited against the Purchase Price, together with any accrued interest thereon.
(b) In all other cases, any and all payments made by the If Title Company from the Deposit shall be made in accordance with this Section 10.18(c). If either the Purchaser is uncertain for any reason whatsoever as to its duties or the Seller delivers written notice to the Title Company requesting release of the Deposit (a “Disbursement Notice”)rights hereunder, the Title Company shall deliver a copy of such Disbursement Notice to the party who did not deliver the Disbursement Notice. Unless within five (5) business days after delivery of such Disbursement Notice by the Title Company, the Title Company receives from such party a notice objecting to the release of the Deposit from escrow (an “Objection Notice”), the Title Company shall disburse the Deposit as set forth in the Disbursement Notice. If an Objection Notice is delivered within such five (5) Business-Day period, the Title Company shall continue to hold the Xxxxxxx Money Deposit until otherwise directed Title Company receives a written agreement of both parties with respect to disposition of the Deposit, in which event Title Company shall distribute the Deposit in accordance with such agreement; or in the event of litigation between or among the parties shall continue to hold the Deposit until such time as the parties resolve their dispute or such dispute is resolved by either judicial or other proceedings.
(c) Acceptance by the Title Company of its duties under this Agreement is subject to the following terms and conditions:
(i) joint written instructions from The duties and obligations of the Purchaser Title Company shall be determined solely by the provisions of this Agreement, and the Seller, or Title Company shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement;
(ii) a firm The Seller and final court order binding on the Buyer will jointly and severally reimburse and indemnify the Title Company which has for, and hold it harmless against any loss, liability or expense, including but not been stayedlimited to reasonable attorneys' fees, vacated incurred without bad faith, negligence or appealed before disbursement willful misconduct on the part of the DepositTitle Company, arising out of or in connection with any dispute or conflicting claim by the Seller or the Buyer under this Agreement, as well as the costs and expense of defending against any claim or liability arising out of or relating to this Agreement except where such claim or liability arises from the bad faith, negligence or willful misconduct on the part of the Title Company; providedas between the Seller (on the one hand) and the Buyer (on the other hand) their obligations under this Subsection 17(c)(ii) shall be shared equally;
(iii) The Title Company shall be fully protected in acting on and relying upon any written notice, howeverinstruction, that notwithstanding direction or other document which the foregoingTitle Company in good faith believes to be genuine and to have been signed or presented by the proper party or parties;
(iv) The Title Company shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own bad faith, negligence or willful misconduct;
(v) The Title Company may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken or suffered by it in good faith in accordance with the opinion of such counsel;
(vi) The Title Company may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to each of the Buyer and the Seller specifying a date, not less than thirty (30) days after the date of such notice, when such resignation will take effect. Upon the effective date of such resignation, the Title Company shall have deliver the right funds held in escrow to such person or persons as the event of such a dispute to deposit the Deposit with any federal or state court then having jurisdiction over an interpleader action with respect to the Deposit. The Title Company shall give written notice of any such deposit to the Purchaser Buyer and the Seller. Upon Seller shall in writing jointly direct, and upon such deposit or other disbursement in accordance with the provisions of this Section 10.18(c), delivery the Title Company shall be relieved and discharged of all further obligations with respect to the amounts so deposited or disbursed duties and all further obligations and liability to the parties hereto with respect to its obligations liabilities thereafter accruing under this Agreement.. The Buyer and the Seller shall have the right at any time upon joint action to substitute a new Title Company by giving notice thereof to the Title Company then acting;
(vii) Nothing contained in this Agreement shall in any way affect the right of the Title Company to have at any time a judicial settlement of its accounts as Title Company under this Agreement;
(viii) All disbursements by Title Company shall be made by bank wire transfer to the account of the receiving party, as such party may direct;
(ix) Title Company shall pay at the Closing, if and only if Seller so directs in writing, from funds to which Seller shall be entitled, to the obligees thereof, the Monetary Liens;
(x) Title Company shall, at the Closing, delivery by overnight express delivery (or hold for personal pickup, if requested), each non-recorded document received hereunder by Title Company to the payee or person acquiring rights under said document or for whose benefit said document was acquired;
(xi) Title Company shall, at the Closing, hold for personal pickup or arrange for wire transfer, (i) to Seller, or order, as instructed by Seller, all sums and any proration or other credits to which Seller is entitled and less any appropriate proration or other charges, and (ii) to Buyer, or order, any excess funds theretofore delivered to Title Company by Buyer and all sums and any proration or other credits to which Buyer is entitled and less any appropriate proration or other charges; and
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Columbia Equity Trust, Inc.)
Title Company. The Title Company, in In performing any of its capacity as escrow agent duties hereunder, agrees to hold the Deposit in accordance with the terms hereof and to comply with additional written instructions from the parties, to the extent that such instructions are not in conflict.
(a) If the Closing occurs, then at Closing, the Deposit shall be released to Seller and shall be credited against the Purchase Price.
(b) In all other cases, any and all payments made by the Title Company from the Deposit shall be made in accordance with this Section 10.18(c). If either the Purchaser or the Seller delivers written notice to the Title Company requesting release of the Deposit (a “Disbursement Notice”), the Title Company shall deliver a copy not incur any liability to any party for any damages, losses or expenses, except for willful default or breach of trust, and it shall accordingly not incur any such Disbursement Notice to the party who did not deliver the Disbursement Notice. Unless within five (5) business days after delivery of such Disbursement Notice by the Title Company, the Title Company receives from such party a notice objecting to the release of the Deposit from escrow (an “Objection Notice”), the Title Company shall disburse the Deposit as set forth in the Disbursement Notice. If an Objection Notice is delivered within such five (5) Business-Day period, the Title Company shall continue to hold the Xxxxxxx Money until otherwise directed by either liability with respect
(i) joint written instructions from the Purchaser and the Sellerto any action taken or omitted in good faith upon advice of its counsel, or (ii) a firm 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 final court order binding on the Title Company validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which has not been stayed, vacated or appealed before disbursement of the Deposit; provided, however, that notwithstanding the foregoing, the Title Company shall in good faith believe to be genuine, to have the right in the event of such been signed or presented by a dispute proper person or persons and to deposit the Deposit with any federal or state court then having jurisdiction over an interpleader action with respect to the Deposit. The Title Company shall give written notice of any such deposit to the Purchaser and the Seller. Upon such deposit or other disbursement in accordance conform with the provisions of this Section 10.18(c)Agreement. The Title Company is hereby specifically authorized to refuse to act except upon the written consent of Xxxxxx and Purchaser. Title Company shall not have responsibility for any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and counsel fees and disbursements, which may be 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, excluding any losses, SUBSTANTIALLY FINAL DRAFT claims, damages, liabilities, and/or expenses incurred, arising from, and/or related to the gross negligence and/or willful misconduct of Title Company and/or its agents, employees, contractors, officers, directors, members and/or managers. In the event of a dispute between Seller and Purchaser sufficient in the reasonable discretion of the Title Company to justify its doing so, the Title Company shall be relieved and discharged entitled to tender into the registry or custody of any court of competent jurisdiction in the State of Georgia, County of Xxxxxx or Northern District of Georgia all further obligations with respect to the amounts so deposited money or disbursed and all further obligations and liability to the parties hereto with respect to property in its obligations 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 Purchaser shall bear all costs and expenses of any such legal proceedings.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Company. (a) The Title Company shall be prepared to issue, in the amounts agreed upon between the Purchaser and the Title Company, in its capacity as escrow agent hereunder1990 ALTA Standard Form owner's insurance policy or marked up specimen policy dated the Closing Date, agrees to hold insuring the Deposit in accordance with the terms hereof and to comply with additional written instructions from the parties, Purchaser's fee simple title to the extent that such instructions are not in conflict.
(a) If the Closing occursReal Property, then at Closing, the Deposit shall be released subject only to Seller and shall be credited against the Purchase PricePermitted Liens.
(b) In all Notwithstanding anything to the contrary contained in this Article VIII, such policies shall omit exception 1 from Schedule B - Section 2 of the Title Report and shall also omit standard exceptions for owner's policy numbers 1, 2, 3, 4 and 5 and any exceptions
3.1 zoning endorsement (or the equivalent), access, location, survey, single tax lot and contiguity endorsements, an endorsement that the real estate tax bills for the Real Property do not include taxes pertaining to other casesreal estate, a restrictions endorsement, affirmative insurance over violations, if any, of any covenants, conditions, easements or restrictions and all payments made against forfeiture of the insured estate or collection of any amount out of the insured estate by virtue of violations of any covenants, conditions, easements or restrictions and such other endorsements and reinsurance agreements as may be reasonably requested by the Title Company Purchaser, provided if any endorsement is not issued, the failure to obtain such endorsement will not be a condition to Closing if it will not affect (i) the value of the Real Property or (ii) the current use of or access to and from the Deposit Real Property by the Business.
(c) Notwithstanding anything to the contrary contained herein, the Real Property shall not be made encumbered by (i) Liens that are matters of public record, such as easements, quasieasements and rights of way, that interfere with the continued use of such property in accordance the manner currently used by the Business, and (ii) encumbrances due to easements, quasieasements, and rights of way that are not matters of public record but revealed in a survey of such property and that interfere with this Section 10.18(c). the continued use of such property in the manner currently used by the Business.
(d) If either required for the Purchaser or issuance of a title insurance policy, the Seller delivers written notice shall tender, or cause to be tendered, to the Title Company requesting release at the Closing an opinion of counsel to the Deposit Seller (a “Disbursement Notice”such counsel to be subject to the Title Company's reasonable approval), dated the Title Company shall deliver a copy of such Disbursement Notice Closing Date and addressed to the party who did not deliver the Disbursement Notice. Unless within five (5) business days after delivery of such Disbursement Notice by the Title Company, in form and substance satisfactory to the Title Company receives from such party a notice objecting to the release of the Deposit from escrow (an “Objection Notice”), the Title Company shall disburse the Deposit as set forth in the Disbursement Notice. If an Objection Notice is delivered within such five (5) Business-Day period, the Title Company shall continue to hold the Xxxxxxx Money until otherwise directed by either (i) joint written instructions from the Purchaser and the Seller, or (ii) a firm and final court order binding on the Title Company which has not been stayed, vacated or appealed before disbursement of the Deposit; provided, however, that notwithstanding the foregoing, the Title Company shall have the right in the event of such a dispute to deposit the Deposit with any federal or state court then having jurisdiction over an interpleader action with respect to the Deposit. The Title Company shall give written notice of any such deposit to the Purchaser and the Seller. Upon such deposit or other disbursement in accordance with the provisions of this Section 10.18(c), the Title Company shall be relieved and discharged of all further obligations with respect to the amounts so deposited or disbursed and all further obligations and liability to the parties hereto with respect to its obligations under this AgreementCompany.
Appears in 1 contract
Title Company. The Title Company, in In performing any of its capacity as escrow agent duties hereunder, agrees to hold the Deposit in accordance with the terms hereof and to comply with additional written instructions from the parties, to the extent that such instructions are not in conflict.
(a) If the Closing occurs, then at Closing, the Deposit shall be released to Seller and shall be credited against the Purchase Price.
(b) In all other cases, any and all payments made by the Title Company from the Deposit shall be made in accordance with this Section 10.18(c). If either the Purchaser or the Seller delivers written notice to the Title Company requesting release of the Deposit (a “Disbursement Notice”), the Title Company shall deliver a copy not incur any liability to anyone for any damages, losses or expenses, except for those arising out of such Disbursement Notice to the party who did not deliver the Disbursement Notice. Unless within five (5) business days after delivery its willful misconduct, gross negligence or breach of such Disbursement Notice by the Title Companytrust, the Title Company receives from such party a notice objecting to the release of the Deposit from escrow (an “Objection Notice”), and the Title Company shall disburse the Deposit as set forth accordingly not incur any such liability with respect (a) to any action taken or omitted in the Disbursement Noticegood faith upon advice of its counsel, or (b) to any action taken or omitted in reliance upon any written notice or instruction provided for in this Agreement, including any Release Request. If an Objection Notice is delivered within such five (5) Business-Day period, Fund Member and Coach Member hereby agree to indemnify and hold harmless the Title Company shall continue to hold the Xxxxxxx Money until otherwise directed from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys’ fees, which may be incurred by either (i) joint written instructions from the Purchaser and the Seller, or (ii) a firm and final court order binding on the Title Company which has not been stayedin connection with its acceptance or performance of its duties hereunder, vacated including any litigation arising from this Agreement or appealed before disbursement involving the subject matter hereof, except in the case of Title Company’s willful misconduct, gross negligence or breach of trust. In the Deposit; provided, however, that notwithstanding event of a dispute between Fund Member and Coach Member sufficient in the foregoing, discretion of the Title Company shall have the right in the event of such a dispute to deposit the Deposit with any federal or state court then having jurisdiction over an interpleader action with respect to the Deposit. The Title Company shall give written notice of any such deposit to the Purchaser and the Seller. Upon such deposit or other disbursement in accordance with the provisions of this Section 10.18(c)justify its doing so, the Title Company shall be relieved and discharged entitled to tender into the registry or custody of all further obligations with respect to any court of competent jurisdiction the amounts so deposited or disbursed Punch List Escrow and all further obligations and liability to the parties hereto with respect to other money or property in its obligations 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. IN WITNESS WHEREOF, Fund Member, Coach Member, Developer, the Company and the Title Company have executed this Punch List Escrow Agreement, as of the date first written above. PODIUM FUND TOWER C SPV LLC, a Delaware limited liability company By: Podium Fund REIT LLC, a Delaware limited liability company, its Managing Member By: Name: Title: COACH LEGACY YARDS LLC, a Delaware limited liability company By: Name: Title: [___________________________________] By: Name: Title: LEGACY YARDS LLC, a Delaware limited liability company By: Podium Fund Tower C SPV LLC, a Delaware limited liability company, its Managing Member By: Podium Fund REIT LLC, a Delaware limited liability company, its Managing Member By: Name: Title: ERY DEVELOPER LLC, a Delaware limited liability company By: Name: Title: This RIGHT OF FIRST NEGOTIATION AGREEMENT (as amended or modified from time to time, this “Agreement”) is made as of the [____] day of [__________], 20[__], by and between PODIUM FUND TOWER C SPV LLC, a Delaware limited liability company having an address at c/o The Related Companies, L.P., 60 Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with its successors and assigns, “Tower C SPV”), and COACH LEGACY YARDS LLC, a Delaware limited liability company having an address c/o Coach, Inc., [516 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000] (together with its successors and assigns, “Coach”; Tower C SPV and Coach are each referred to herein as a “Party” and collectively as the “Parties”).
Appears in 1 contract
Title Company. The Title Company, in its capacity as escrow agent hereunder, agrees to hold the Deposit in accordance with the terms hereof and to comply with additional written instructions from the parties, to the extent that such instructions are not in conflict.
(a) If the Closing occurs, then at Closing, the Deposit shall be released to Seller and shall be credited against Purchaser acknowledge that Title Company is an affiliate of Purchaser’s counsel, Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, and waives any conflict or potential conflict in connection therewith. Purchaser and Seller acknowledge that the Purchase Priceselection of Title Company was not imposed upon any of them, and was voluntarily chosen by them as a matter of mutual agreement.
(b) In all other cases, any and all payments made by the Title Company from accepts its designation as Title Company in this Agreement and agrees to receive and hold the Deposit shall be made and to disburse it as provided in accordance this Agreement. In performing any duties hereunder with this Section 10.18(c). If either the Purchaser or the Seller delivers written notice respect to the Title Company requesting release of the Deposit (a “Disbursement Notice”)Deposit, the Title Company shall deliver a copy not incur any liability to anyone for any damages, losses or expenses, except for gross negligence or willful misconduct, and it shall accordingly not incur any such liability with respect to any action taken or omitted in reliance upon any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of such Disbursement Notice its provisions, but also as to the party who did not deliver truth and accuracy of any information contained therein, which the Disbursement NoticeTitle 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. Unless within five (5) business days after delivery Seller and Purchaser hereby agree to indemnify and hold harmless the Title Company against any and all losses, claims, damages, liabilities and expenses, including actual and reasonable costs of such Disbursement Notice investigation and actual and reasonable counsel fees and disbursements, which may be 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, excepting however, losses, claims, damages, liabilities or expenses arising as a result of Title Company, ’s gross negligence or willful misconduct.
(c) In the Title Company receives from such party event of a notice objecting to the release of the Deposit from escrow (an “Objection Notice”)dispute between Seller and Purchaser, the Title Company shall disburse refrain from taking any action until it shall be given a direction in writing by Seller and Purchaser which resolves the Deposit as set forth in dispute to the Disbursement Notice. If an Objection Notice is delivered within such five (5) Businesssatisfaction of Title Company or until the dispute has been resolved by a final and non-Day periodappealable determination by a court of competent jurisdiction, or, at the Title Company’s option, the Title Company shall continue to hold may deposit into the Xxxxxxx Money until otherwise directed by either (i) joint written instructions from the Purchaser and the Seller, or (ii) a firm and final court order binding on the Title Company which has not been stayed, vacated or appealed before disbursement registry of the Deposit; providedCivil District Court in East Baton Rouge Parish, howeverLouisiana, all money in its hands under this Agreement in a concursus proceeding and have Seller and Purchaser cited to appear and prove their entitlement to such money, and thereupon be discharged from all further duties and liabilities under this Agreement, except for any liabilities arising as a result of Title Company’s gross negligence or willful misconduct. The parties hereto further agree that notwithstanding the foregoing, the Title Company shall have not be liable for failure of the right bank into which the Deposit is deposited and shall only be liable otherwise in the event of such a dispute to deposit the Deposit with any federal its gross negligence or state court then having jurisdiction over an interpleader action with respect to the Deposit. The Title Company shall give written notice of any such deposit to the Purchaser and the Seller. Upon such deposit or other disbursement in accordance with the provisions of this Section 10.18(c), the Title Company shall be relieved and discharged of all further obligations with respect to the amounts so deposited or disbursed and all further obligations and liability to the parties hereto with respect to its obligations under this Agreementwillful misconduct.
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