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EXHIBIT 10.18
ESCROW AGREEMENT
(126 AND 127 REMEDIATION)
THIS ESCROW AGREEMENT is made effective as of March 31, 1998, by and
among PNC Bank, National Association, a ________________ corporation ("Escrow
Agent"), Xxxxx X. Xxxxxxxxx d/b/a Wine Racks Unlimited ("Buyer"), and
Multi-Color Corporation, an Ohio corporation ("Seller").
WITNESSETH:
WHEREAS, Buyer and Seller have entered into an Agreement as amended
("Agreement") for the purchase and sale of certain property commonly known as
0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxx ("Property").
WHEREAS, pursuant to the terms of agreements reached between Buyer and
Seller, Seller is obligated to expend up to One Hundred Thousand Dollars
($100,000.00) to complete the items set forth on the attached Exhibit A
("Obligations"); and
WHEREAS, Seller has not yet completed its Obligations under the
Agreement but Buyer and Seller have agreed to close on the Property with the
execution of this Escrow Agreement; and
NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants set forth herein:
1. Deposit of Funds. Buyer shall deposit with Escrow Agent the sum of
$100,000 (collectively the "Funds") and Escrow Agent agrees to receive and hold
the Funds and to deal with the Funds as hereinafter set forth). Such Funds shall
be held by Escrow Agent in an interest bearing account with Escrow Agent, which
interest will accrue to the benefit of Seller.
2. Completion of Obligations. Seller shall determine the environmental
remediation approach necessary to complete the Obligations subject to the
reasonable satisfaction of Buyer as set forth in Exhibit A and will make a good
faith effort to complete the same within the time periods set forth in Exhibit
A. In the event Seller has not completed the Obligations in accordance with the
statements set forth in Exhibit A within the time periods set forth in Exhibit
A, the Funds allocated to the particular Obligations as set forth in Exhibit A
shall be delivered to Buyer. In the event that an Obligation is completed to the
reasonable satisfaction of Buyer for less than the amount set forth on Exhibit
A, Escrow Agent is directed to send the excess amounts to Escrow Agent for the
account of Seller.
3. Time Limit. In the event that the Escrow Agent has not been given
written instructions signed by Buyer and Seller to disburse the Funds on or
before 3:00 p.m., April 1, 2000 then on April 2, 2000, the Escrow Agent shall
disburse the Funds to Buyer.
4. The escrow of Funds in this Escrow Agreement shall in no way affect
or limit Seller's obligations under the Agreement.
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5. Methods of Funds Transfer. Escrow Agent may transfer the Funds by
corporate check, by wire transfer, by certified check, or by such other means as
may be agreed upon in writing.
6. Release. The parties agree that Escrow Agent shall have no liability
under this Agreement except to account for the Funds as specified herein. Upon
delivery by Escrow Agent of the Funds as provided herein, the endorsement,
acceptance, or negotiation of such funds shall constitute a full and complete
release by such party of the Escrow Agent from any and all liability of any kind
or nature whatsoever in connection with this Agreement or the escrow.
7. Indemnity. Buyer and Seller ("Indemnitors") jointly and severally
hereby agree to release, hold harmless and indemnify the Escrow Agent from and
against any liability, cost or expense, including attorney fees and court costs,
incurred by it in connection with any arbitration or court action, or any act
taken within the scope of this Agreement or any failure to act, unless due to
the negligence or misconduct of the Escrow Agent, or its failure to comply with
the terms of this Agreement.
In furtherance, and not in limitation of the foregoing, Indemnitors
agree as follows, which agreement shall survive the disbursement of all Funds in
the escrow account: (i) Indemnitors shall not hold Escrow Agent responsible in
any manner for, and Indemnitors shall reimburse and indemnify the Escrow Agent
for and hold Escrow Agent harmless against, any loss, liability or expense
arising out of, or in connection with Escrow Agent's acceptance of or Escrow
Agent's performance of its duties hereunder as well as the reasonable costs and
expenses of defending against any claim or liability arising out of, or relating
to, this Agreement; and (ii) Indemnitors shall not hold Escrow Agent liable for
any error in judgment or for any act done or omitted by Escrow Agent in good
faith or for any mistake in fact or law or for anything which Escrow Agent does
or refrains from doing in connection with this Escrow Agreement.
8. Termination of Liability. Upon disbursement of all Funds Escrow
Agent shall be relieved of all further liability and responsibility in
connection with the Escrow Agreement or this escrow.
9. Interpleader. In the event any demand is made upon Escrow Agent
concerning this Agreement or this Escrow, or at any time for any cause or for no
cause, Escrow Agent, at its election and in its sole discretion, may cause the
Funds to be delivered to a court of competent jurisdiction to determine the
rights of Seller and Buyer or to interplead Seller and Buyer by an action
brought in any such court. Deposit by Escrow Agent into such court of the Funds
shall relieve Escrow Agent of all further liability and responsibility in
connection with this Agreement and the escrow.
10. Counterparts and Faxes. This Agreement may be executed in
counterparts and shall be binding on the parties notwithstanding that all
parties have not signed the same counterpart. Also, a faxed copy of an executed
counterpart (with originals to be sent to the Escrow Agent by ordinary mail)
shall be binding on all parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
BUYER:
By: /s/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx dba Wine Racks
Limited
Title: Sole Proprietor
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SELLER:
MULTI-COLOR CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
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Title: Vice President/Chief Financial Officer
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ESCROW AGENT
PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXXXX X. XXXXXX
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Title: Corporate Banking Officer
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EXHIBIT A
($100,000)
The 126 and 127 Remediation, as defined in this Escrow Agreement shall
consist of: (i) the investigation and definition of the lateral extent of
groundwater contamination on or originating from Parcels 126 and 127 and; (ii)
the remediation of soils and groundwater so as to achieve applicable generic
cleanup criteria in accordance with procedures and standards of, without the
requirement for formerly entering into, Ohio's Voluntary Action Program, O.R.C.
Chapter 3746 and O.A.C. Chapter 3745-300 or in accordance with cleanup criteria
as determined by a site-specific health-based risk assessment performed in
accordance with U.S. EPA's Risk Assessment Guidelines so as to allow commercial
and industrial use and development of Parcels 126 and 127. Remediation of
Parcels 126 and 127 by the Seller may be satisfied by the completion of a risk
assessment that complies with U.S. EPA's risk assessment guidelines which
demonstrate that these parcels are suitable for commercial or industrial use
without posing undue risk to public health or the environment. The term
"Remediation" shall include, but not be limited to, any appropriate
investigation, characterization, cleanup, removal and/or remediation of
environmental contamination on or emanating from Parcels 126 and 127, and shall
include monitoring, evaluations, assessments, inspections, well installation
operation, maintenance or abandonment, engineering or environmental studies,
surveys, risk assessments, remediation, replacement of fill or dirt and the
excavation, removal, transportation and off-site disposal of contaminated media,
including without limitation, soil and other geological material and other
wastes generated during Remediation. Purchaser agrees that Seller shall be
entitled to reimbursement from the Escrow for all Remediation-related costs and
expenses that Seller incurs in performing Remediation on Parcels 126 and 127.
All information and data pertaining to 126 and 127 Remediation shall be promptly
provided to Buyer. The Seller agrees to comply with all applicable laws,
regulations, codes and ordinances in performing this Remediation.
