Common use of Deposit Moneys Clause in Contracts

Deposit Moneys. The Deposit will be held in trust by ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“Escrow Agent”), in an interest-bearing trust account. Escrow Agent shall deliver the Deposit to Buyer or Seller, as the case may be, under the following conditions: (a) To or for the benefit of Seller at the Closing, in which case the interest accrued on the Deposit shall be paid to Seller and credited against the Purchase Price; or (b) Subject to Section 12, if this Agreement is terminated for any reason, then Buyer shall make a written demand (a “Deposit Demand”) upon Escrow Agent for the release of the Deposit, and Escrow Agent shall, subject to Seller’s right, if applicable, to reimbursement of Seller’s Reimbursed Expenses under Section 16(c), promptly release the Deposit to Buyer. It is agreed that the duties of Escrow Agent are only as specifically provided in this Agreement, and subject to the provisions of this Section 5, are purely ministerial in nature, and that Escrow Agent will incur no liability whatsoever, except for willful misconduct or gross negligence, so long as Escrow Agent has not acted in bad faith. Without limiting the generality of the foregoing in any way, Buyer and Seller (i) each releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties under this Agreement; and (ii) each acknowledges and agrees that (a) Escrow Agent is and will remain qualified to serve as Escrow Agent even though it and will continue to serve as legal counsel to Seller; (b) Escrow Agent will be entitled to assume that all copies of any Deposit Demands or other written materials and signatures thereon are genuine; and (c) Escrow Agent shall not, except in the event of its own willful misconduct or gross negligence, have any liability or responsibility for giving any notice required by the terms of this Agreement or reviewing or adjudging the sufficiency or adequacy of any Deposit Demand, notice or other written matter, and/or failure to release the Deposit.

Deposit Moneys. The First Deposit and the Second Deposit will be held as the Deposit, in a segregated account in escrow by Buyer’s Title Insurance Company (Chicago Title Insurance Company, unless the Buyer elects otherwise), which shall act as escrow agent for the Deposit and for the Closing (the “Escrow Agent”). The Deposit shall be held by Escrow Agent in one or more interest bearing trust accounts until Closing or earlier termination of this Agreement pursuant to its terms. At Closing the interest shall be divided equally between Seller and Buyer, and upon any other disposition of the Deposit all interest accruing upon the Deposit shall be paid to the party to whom the Deposit is payable pursuant to this Agreement. The Deposit shall be wire transferred by ▇▇▇▇▇▇▇▇▇Buyer to the account maintained by the Escrow Agent on the date a fully executed copy of this Agreement is returned to Buyer’s attorney. The Deposit shall be fully refundable with all accrued interest if this Agreement is terminated during the Due Diligence Period (as hereinafter defined), ▇▇▇or if this Agreement is validly terminated in accordance with its terms as a result of the breach or default of the Seller or as a result of the non-satisfaction of a closing condition hereinafter expressly provided as to the obligation of the Buyer to close (including the absence of the Mortgage Assumption other than as a result of the breach by Buyer of its obligations under Section 22 of this Agreement). If Buyer does not terminate this Agreement during the Due Diligence Period, the Second Deposit shall be remitted to the Escrow Agent within two (2) business days after the expiration of the Due Diligence Period without Buyer terminating this Agreement or waiver of the due diligence contingency and thereafter the Deposit (including both the First Deposit and the Second Deposit) shall become non-refundable, except for valid termination of this Agreement due to the breach of this Agreement by Seller or failure to close due to Seller’s inability to deliver title as provided in this Agreement or inability to complete the Mortgage Assumption other than as a result of the breach by Buyer of its obligations under Section 22 of this Agreement or other non-satisfaction of a closing condition hereinafter expressly provided as to the obligation of the Buyer to close. The Escrow Agent shall act as stakeholder, and shall have no liability, with respect to the funds deposited, except to hold and apply same in accordance with this Agreement. Buyer and Seller agree to provide W-9 or similar tax forms to the Escrow Agent as reasonably required for the Deposit or for any escrow under Section of this Agreement, and to execute and deliver escrow and deposit agreements not inconsistent with the provisions of this Agreement as may be reasonably requested by the Escrow Agent. The parties hereto shall indemnify and hold harmless the Escrow Agent from and against any and all liability, and the consequences thereof, in connection with its acting as stakeholder, except in the event of willful misfeasance or negligence on the part of the Escrow Agent in fulfilling its responsibilities pursuant to this Contract. In the event of a dispute with respect to the funds deposited, the Escrow Agent either shall hold same until the earlier of a written agreement between the parties or the entry of an order of a court of competent jurisdiction, or shall interplead the funds with the Clerk of the Superior Court of New Jersey in ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (“Escrow Agent”), in an interest-bearing trust accountCounty. The Escrow Agent shall deliver not disburse the Deposit to Buyer or Sellereither party without giving ten days’ advance written notice to the other party, as the case may be, under the following conditions: except (a) To or for if both Buyer and Seller give to the benefit of Seller at the Closing, in which case the interest accrued on the Deposit shall be paid to Seller and credited against the Purchase Price; or (b) Subject to Section 12, if this Agreement is terminated for any reason, then Buyer shall make a written demand (a “Deposit Demand”) upon Escrow Agent for joint instructions as to the release disbursement of the Deposit, and or (b) if a court of competent jurisdiction directs the Escrow Agent shall, subject to Seller’s right, if applicable, to reimbursement of Seller’s Reimbursed Expenses under Section 16(c), promptly release disburse the Deposit to Buyereither party. It is agreed that Any legal proceeding commenced by the duties of Escrow Agent are only as specifically provided with respect to the Deposit or with respect to its rights or duties in connection with this AgreementAgreement shall be commenced in the Federal or State courts in New Jersey only, and subject to the provisions of this Section 5, are purely ministerial in nature, and that Escrow Agent will incur no liability whatsoever, except for willful misconduct or gross negligence, so long as Escrow Agent has not acted in bad faith. Without limiting the generality of the foregoing in any way, Buyer and Seller (i) each releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties under this Agreement; and (ii) each acknowledges and agrees that (a) Escrow Agent is and will remain qualified to serve as Escrow Agent even though it and will continue to serve as legal counsel to Seller; (b) Escrow Agent will be entitled to assume that all copies of any Deposit Demands or other written materials and signatures thereon are genuine; and (c) Escrow Agent shall not, except in the event of its own willful misconduct or gross negligence, have any liability or responsibility for giving any notice required by the terms of this Agreement or reviewing or adjudging the sufficiency or adequacy of any Deposit Demand, notice or other written matter, and/or failure to release the DepositState.