EXHIBIT C
ESCROW AGREEMENT
THIS ESCROW AGREEMENT is made on this _____ day of
_________________, 19__, by and among XXXXXX XXXXX XXXX ("Xxxx"),
XXXXXXXXX'X WHARF BALTIMORE L.P., a Delaware limited partnership
("HWBLP"), and XXXXXXX X. XXXXXXX (the "Escrow Agent").
Background
Pursuant to an Agreement of
Purchase and Sale dated June 1, 1994 (the
"Agreement"), Xxxx agreed to sell, and HWBLP
agreed to buy, Condominium Xxxx Xx. 000 in
THE RESIDENCES AND INN AT XXXXXXXXX'X WHARF,
A CONDOMINIUM, together with all
appurtenances and advantages thereunto
pertaining, and Parking Xxxx Xx. 00 and an
undivided percentage interest in the common
elements, common expenses and common profits
in the condominium regime (collectively, the
"Property").
In accordance with the Agreement,
HWBLP is obligated to pay to Xxxx an amount
equal to the difference between the appraised
value of the Property as of June 1, 1999 and
the purchase price paid for the Property on
February 27, 1996 (the "Difference").
The Agreement provides that the
payment of the Difference shall be secured by
collateral in the form of a letter of credit,
bond or cash in the amount of $25,000 (the
"Collateral"). The Agreement further
provides that the Collateral is to be held by
the Escrow Agent.
Agreements
NOW, THEREFORE, for and in consideration of the
premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. Deposit of Collateral. Simultaneously with the
execution of this Escrow Agreement, HWBLP shall deposit with the
Escrow Agent cash in the amount of Twenty Five Thousand Dollars
($25,000), which Collateral shall be held in escrow in accordance
with the terms of this Escrow Agreement in an interest-bearing
account with a federally-insured financial institution doing
business and having an office in the State of Maryland.
2. Release of Collateral. Within three (3) business
days after the issuance by the appraiser of the value of the
Property as of June 1, 1999, in accordance with section 2(a) of
the Agreement, the parties shall so notify the Escrow Agent who,
within five (5) business days after receipt of such notice, shall
deliver by hand or overnight receipted delivery a check in the
amount of the Difference (if greater than zero) to Xxxx and a
check in the amount of the balance of the Collateral to HWBLP.
In the event that the Escrow Agent does not receive the
Instructions on or before December 27, 1999, or in the event
there is at any time a dispute between HWBLP and Xxxx concerning
the disposition of the Collateral, the Escrow Agent shall file an
interpleader action in the Circuit Court for Baltimore City,
Maryland, and interplead HWBLP and Xxxx, in which event the
Escrow Agent shall be relieved of any further obligations under
this Escrow Agreement.
3. Compensation and Expenses. The Escrow Agent shall
receive no compensation for his services performed under this
Escrow Agreement. The Escrow Agent shall not be reimbursed for
attorneys' fees or costs incurred as a result of any dispute
between HWBLP and Xxxx or as a result of any interpleader;
provided, however, the Escrow Agent shall be reimbursed for
filing fees as a result of any such interpleader, in which event
such filing fees shall be reimbursed one-half by HWBLP and one-
half by Xxxx.
4. Notices. All notices hereunder shall be in
writing and shall be (i) delivered via commercial messenger
delivery service with same day or overnight receipted delivery,
or (ii) mailed, registered or certified U.S. mail, return receipt
requested, first class postage prepaid, and shall be addressed as
follows:
If to HWBLP: Xxxxxxxxx'x Wharf Baltimore L.P.
c/o Claremont Management
Corporation
Batterymarch Park II
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xx. Xxxxxxxx Xxxxxxxx
Telecopy No. (000) 000-0000
With a copy to: Xxxxxxx Xxxxx, Esq.
Neuberger, Quinn, Gielen,
Rubin & Gibber, P.A.
Commerce Place
Xxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Telecopy No. (000) 000-0000
If to Xxxx: Xx. Xxxxxx Xxxxx Xxxx
Xxxx 000
0000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Telecopy No. (000) 000-0000
If to the Escrow Agent: Xxxxxxx X. Xxxxxxx, Esq.
Xxxxx, Xxxxxxxxxx & Case
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Telecopy No. (000) 000-0000
Notices that are delivered by commercial messenger shall be
deemed effective upon delivery to the commercial messenger.
Notices that are sent by registered or certified mail shall be
deemed delivered and effective the day the same is deposited in
the U.S. mails. Each party may change its address or telecopy
number by giving written notice as provided above. All notices
shall also be sent via telecopy to the number set forth above on
the same day as such notice is deposited with the messenger or in
the U.S. mails.
5. Binding Effect. This Escrow Agreement and all of
the provisions hereof shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs,
devisees, legatees, personal representatives, successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have caused this
Escrow Agreement to be duly executed under seal on the date first
above written.
WITNESS: XXXXXXXXX'X WHARF BALTIMORE L.P.
By: Xxxxxxxxx'x Wharf Development
Corporation, General Partner
___________________________________By:______________________(SEAL)
Name:_________________
Title:________________
WITNESS:
___________________________________By:____________________(SEAL)
XXXXXX XXXXX XXXX
WITNESS:
___________________________________By:_____________________(SEAL)
XXXXXXX X. XXXXXXX,
as Escrow Agent
