ESCROW AGREEMENT
Xxxxxxxx Limited Partnership, an Illinois limited partnership ("Seller"),
Xxxxxxx X. Xxxxxxx ("Purchaser") and Charter Title Company ("Escrow Agent");
make and enter this ESCROW AGREEMENT on this 16th day of December, 1996.
WITNESSETH:
WHEREAS, Charter Title Company of Ft. Bend has agreed to act as an Escrow
Agent for Seller and Purchaser; and
WHEREAS, Seller and Purchaser have entered into an agreement providing for
the purchase and sale of certain property located in Arlington, Texas and known
as Huntington Xxxxxxx Apartments (the "Property") on October 1, 1996, (the
"Agreement"); and
WHEREAS, Seller acknowledges that buildings No. 20 and 21 included under the
Agreement are fire-damaged; and
WHEREAS, the Seller and Purchaser wish to enter into this Escrow Agreement to
provide for the holding and disposition of an escrow fund to cover all costs of
reconstruction of those buildings damaged by fire in February 1996; and
WHEREAS, the Seller and Purchaser wish Charter Title Company of Ft. Bend
(Charter Title) and Charter Title has agreed to act as an Escrow Agent for
Seller and Purchaser.
NOW, THEREFORE, the parties hereto agree as follows:
I. Concurrent with execution of this Escrow Agreement, Seller agrees to
Escrow Agent holding back Three Hundred Forty-Two Thousand dollars ($342,000)
from the cash sales proceeds (the "Escrow Money") resulting from the
consummation of the Agreement. Escrow Agent acknowledges receipt of funds
representing the Escrow Money.
II. Seller and Purchaser agree that the Escrow Agent will not release any
monies until Escrow Agent receives written instructions to do so, subject to
paragraph III below.
III. On or before 5:00 p.m. Chicago time, April 15, 1997, Seller may deliver
to Escrow Agent and Purchaser written evidence in the form of Schedule I that
the buildings are substantially complete according to plans and specifications
as determined by the drafting architect, Xxxx Xxxxxxx, AND written evidence the
City of Arlington has certified that all units are occupiable. In the event
that Seller delivers to Escrow Agent and Purchaser such evidence, Escrow Agent
shall promptly deliver, within five (5) business days, to Seller the Escrow
Money, and this Escrow Agreement shall be void.
IV. In the event that Seller DOES NOT deliver the written evidence as
required under Paragraph III to Escrow Agent on or before 5:00 p.m. Chicago time
on April 15, 1997, Escrow Agent shall not deliver the escrow funds to Seller,
but shall continue to hold the funds pursuant to the agreements between Xxxx
Xxxxxxx and Purchaser dated December 16, 1996 or until directed by judicial
order to distribute the funds.
V. Escrow Agent shall invest all funds held hereunder in such investments,
or types of it, as shall be designated in writing by Seller. If Seller does not
designate any Investments, then Escrow Agent shall hold the funds in an
interest-bearing account, in a financial institution that has FDIC insurance
covering up to $100,000 of such funds. Interest shall accrue to the benefit of
Purchaser.
VI. Seller and Purchaser agree that the Escrow Agent shall have no
obligation or liability except as a depository to retain the cash that the
Seller and/or Purchaser may be deposit with it hereunder and to dispose of the
same according to the terms hereof. This Escrow Agreement entitles Escrow
Agent to rely and act upon any written instrument received by it from either
party. If either party is a corporation or a partnership, this Escrow
Agreement does not require Escrow Agent to inquire into the authority of the
officer or general partner signing the instrument or the correctness of the
facts stated in said instrument. Upon disposition by the Escrow Agent of the
cash deposited with the Escrow Agent hereunder according to the terms hereof,
Escrow Agent shall be fully and finally released and discharged from any
duties, obligations, and liabilities hereunder.
VII. Purchaser and Seller shall reimburse Escrow Agent for any reasonable
expenses incurred by it hereunder, including the reasonable fees of nay
attorneys that it may wish to consult concerning the performance of its duties
hereunder. Such compensation and expenses shall be paid and reimbursed to the
Escrow Agent fifty percent (50%) by Purchaser and fifty percent (50%) by
Seller. Escrow Agent shall have a lien upon all properties deposited hereunder
to cover all of its fees and expenses, including its compensation, and Escrow
Agent is fully authorized to deduct its fees, expenses and compensation from
any amounts on deposit hereunder.
VIII. In the event of a dispute between the Purchaser and Seller as to
their respective rights and interest hereunder, this Escrow Agreement entitles
Escrow Agent hold any cash then in its possession hereunder until the Purchaser
and Seller resolve such dispute and notify Escrow Agent by an instrument
jointly signed by the Purchaser and Seller, or until such dispute is finally
adjudicated by a court of competent jurisdiction.
IX. 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 legal representatives, successors and assigns.
X. The parties to this Escrow Agreement may execute it in one or more
counterparts, each of which shall be deemed an original, but all of which
shall constitute the same instrument.
XI. Escrow Agent agrees to accept, as Escrow Agent hereunder, all cash
and other monetary deposits deposited hereunder, and agrees to hold and dispose
of said cash and other monetary deposits deposited hereunder according to the
terms and provisions hereof, to all of which terms and provisions the Escrow
Agent consent and agrees.
XII. In consideration of the sum of Ten and no/100 Dollars ($10.00) to
each of them in hand paid, the Seller and Purchaser shall and do always from
now on will and sufficiently save, defend, keep harmless and indemnify Charter
Title Company from all loss, damage, cost, charge, liability or expense,
including, but not limited to court costs and attorneys' fees that may result
from the obligation and duty as Escrow Agent accepted by Charter Title Company.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed the day and year first above written.
PURCHASER:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
SELLER:
Xxxxxxxx Xxxxxxx Limited Partnership, an
Illinois limited partnership
By: Huntington Xxxxxxx Partners, Inc.,
an Illinois corporation, its general partner
By: /s/ Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.
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Its: S.V.P.
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ESCROW AGENT:
Charter Title Company
By: /s/ Xxx Xxxxxxx
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Its: Authorized Agent
SCHEDULE 1
AFFIDAVIT OF COMPLIANCE WITH AGREEMENT DATED DECEMBER 16, 1996
(hereto attached)
STATE OF )
) SS.
COUNTY OF )
The undersigned having been first duly sworn, does hereby affirm, depose
and state the following:
1. That building 20 and 21 of the Huntington Xxxxxxx Apartment Complex
are substantially complete according to plans and specifications.
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Xxxx Ikimire; Drafting Architect
Subscribed and sworn to before me this day of , 19 .
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Notary Public
My Commission Expires: .
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