Common use of Conditions to Escrow Clause in Contracts

Conditions to Escrow. Escrow Agent accepts this undertaking subject to the following conditions: (a) Escrow Agent may, prior to establishing the “separate interest bearing” account, commingle funds received by it with escrow funds of others in its regular escrow account at the Depository; provided, that the Deposit shall be invested in the separate interest bearing account by the next business day following receipt by Escrow Agent. Escrow Agent shall not be accountable for any incidental benefit which may be attributable to the funds so deposited. (b) Escrow Agent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of the Depository. (c) Provided Escrow Agent is acting in good faith, Escrow Agent shall not be liable for loss or damage resulting from: (i) any good faith act or forbearance of Escrow Agent; (ii) any default, error, action or omission of any party, other than Escrow Agent; (iii) the expiration of any time limit or other delay which is not solely caused by the failure of Escrow Agent to proceed in its ordinary course of business, and in no event where such time limit is not disclosed in writing to the Escrow Agent; (iv) the lack of authenticity of any writing delivered to Escrow Agent or of any signature thereto, or the lack of authority of the signatory to sign such writing; (v) Escrow Agent’s compliance with all attachments, writs, orders, judgments, or other legal process issued out of any court; (vi) Escrow Agent’s assertion or failure to assert any cause of action or defense in any judicial or administrative proceeding; (vii) any loss or damage which arises after the Deposit has been disbursed in accordance with the terms of this Agreement. (d) Escrow Agent shall be indemnified fully by the parties hereto for all its expenses, costs, and reasonable, actual attorney’s fees incurred in connection with any interpleader action which Escrow Agent may file, in its sole discretion, to resolve any dispute hereunder; or which interpleader action may be filed against the Escrow Agent. (e) If Escrow Agent is made a party to any judicial, non-judicial or administrative action, hearing or process based on acts of any of the other parties hereto and not on the willful misconduct and/or negligence of Escrow Agent in performing its duties hereunder, the party/parties whose acts are determined to be the basis for such proceedings shall indemnify, save and hold Escrow Agent harmless from any reasonable, actual expenses, costs and attorney’s fees incurred by Escrow Agent in responding to such action, hearing or process. (f) As compensation for serving as escrow agent, Escrow Agent shall receive a fee of ____________ Dollars ($___) (the “Fees”). Such Fees shall be paid at the time the Deposit is disbursed, and 50% of such fees shall be paid by Company and 50% shall be paid by Employee. Notwithstanding anything contained herein to the contrary, nothing contained in this Agreement shall relieve or release the Escrow Agent from any liability for any loss or damage resulting from the Escrow Agent’s negligence or willful misconduct.

Conditions to Escrow. The Escrow Agent, in its actions pursuant to this Agreement, shall be fully protected in every reasonable exercise of its discretion and shall have no obligations hereunder either to the Buyer or the Seller, except as expressly set forth herein. The Seller and the Buyer agree that the Escrow Agent accepts does not assume any responsibility for the failure of the Seller or the Buyer to perform in accordance with this undertaking Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions:, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities, and immunities. (a) In performing any of its duties hereunder, the Escrow Agent mayshall not incur any liability to anyone for any damages, prior losses or expenses, except for willful act or omission, and it shall, accordingly, not incur any such liability with respect to establishing (i) any action taken or omitted in good faith upon advice of its counsel given with respect to any question relating to the “separate interest bearing” accountduties and responsibilities of the Escrow Agent under this Agreement, commingle funds received or (ii) any action taken or omitted in reliance upon any instrument, including the written advice provided for herein, 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 Escrow Agent shall in good faith believe to be genuine, to have been signed and presented by it a proper person or persons, and to conform with escrow funds the provisions of others in its regular escrow account at the Depository; providedthis Escrow Agreement. (b) The Escrow Agent shall have only those duties as are specifically provided herein, that the Deposit which shall be invested deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the separate interest bearing account by the next business day following receipt by Escrow Agentother parties to this Agreement. The Escrow Agent shall not be accountable required to take any action hereunder involving any expense unless the payment of such expense is made or provided for any incidental benefit which may be attributable in a manner reasonably satisfactory to the funds so deposited. (b) Escrow Agent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of the Depositoryit. (c) Provided The Escrow Agent is acting in good faith, Escrow Agent (i) shall not be liable responsible for loss or damage resulting from: bound by, and shall not be required to inquire into whether the Seller or the Buyer is entitled to receipt of the Escrow Amount (ior any portion thereof) pursuant to any good faith act other agreement, or forbearance of Escrow Agent; otherwise; (ii) may rely on and shall be protected in acting or refraining from acting upon any defaultwritten notice, errorinstruction, action instrument, statement, request or omission document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any party, other than Escrow Agent; fact stated therein or the propriety or validity or the service thereof; (iii) the expiration of may assume that any time limit or other delay which is not solely caused person believed by the failure of Escrow Agent in good faith to proceed be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (iv) shall not be under any duty to give the property held by the Escrow Agent hereunder any greater degree of care than the Escrow Agent gives its ordinary course of business, own similar property; and in no event where such time limit is not disclosed in writing (v) may consult counsel satisfactory to the Escrow Agent; (iv) , the lack opinion of authenticity such counsel to be full and complete authorization and protection in respect of any writing delivered to action taken, suffered or omitted by the Escrow Agent or of any signature thereto, or the lack of authority of the signatory to sign such writing; (v) Escrow Agent’s compliance with all attachments, writs, orders, judgments, or other legal process issued out of any court; (vi) Escrow Agent’s assertion or failure to assert any cause of action or defense hereunder in any judicial or administrative proceeding; (vii) any loss or damage which arises after the Deposit has been disbursed good faith and in accordance with the terms opinion of this Agreementsuch counsel. (d) The Buyer agrees to reimburse the Escrow Agent shall be indemnified fully by for its attorneys’ fees in the parties hereto for all its expenses, costs, and reasonable, actual attorney’s fees incurred in connection with any interpleader action which event of the Escrow Agent may file, in its sole discretion, files a complaint pursuant to resolve any dispute hereunder; or which interpleader action may be filed against the Escrow AgentSection 5. (e) If The Escrow Agent may at any time resign as the Escrow Agent hereunder by giving five days’ prior written notice of resignation to the Buyer, the Seller and the Broker. Prior to the effective date specified in such notice, the Buyer will issue to the Escrow Agent instructions authorizing delivery of the Escrow Amount to a substitute escrow agent selected by the Buyer. If no successor escrow agent is made named by the Buyer, the Escrow Agent may apply to a party court of competent jurisdiction in the State of Florida, County of Palm Beach for appointment of a successor escrow agent, and to any judicial, non-judicial or administrative action, hearing or process based on acts deposit the Escrow Amount with the clerk of any of the other parties hereto and not on the willful misconduct and/or negligence of Escrow Agent in performing its duties hereunder, the party/parties whose acts are determined to be the basis for such proceedings shall indemnify, save and hold Escrow Agent harmless from any reasonable, actual expenses, costs and attorney’s fees incurred by Escrow Agent in responding to such action, hearing or processcourt. (f) As compensation for serving as escrow agent, Escrow Agent The provisions of this Section 4 shall receive a fee survive the resignation of ____________ Dollars ($___) (the “Fees”). Such Fees shall be paid at the time the Deposit is disbursed, and 50% of such fees shall be paid by Company and 50% shall be paid by Employee. Notwithstanding anything contained herein to the contrary, nothing contained in this Agreement shall relieve or release the Escrow Agent from any liability for any loss or damage resulting from the Escrow Agent’s negligence or willful misconducttermination of this Agreement.