Duties and Responsibilities of Escrow Agent Clause Samples
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Duties and Responsibilities of Escrow Agent. (a) Escrow Agent, by signing this Agreement, agrees to accept, hold and dispose of the subscription proceeds in accordance with the terms hereof. The duties and responsibilities of Escrow Agent shall be limited to those expressly set forth in this Agreement, and no implied covenants or duties shall be read into this Agreement against the Escrow Agent, and the Escrow Agent shall not be subject to, nor obligated to comply with or to recognize, any other agreement between, or any direction or instruction of, any or all of the other parties thereto even though reference thereto may be made herein; provided, however, with the written consent of Escrow Agent, this Agreement may be amended at any time or times by an instrument in writing signed by the Issuer and the Escrow Agent.
(b) Escrow Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by any person, firm or corporation, except such notices and instructions as are herein specifically provided for and orders or process of any court duly entered. If any property subject hereto is at any time attached, garnished or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, writ, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of such events, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it; and if Escrow Agent complies in good faith with any such order, writ, judgment or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Escrow Agent shall notify Issuer in the event Escrow Agent takes any action pursuant to this Section 6(b).
(c) Escrow Agent shall not be liable for any act taken or omitted hereunder if taken or omitted by Escrow Agent in good faith and in the exercise of its own reasonable judgment, and Escrow Agent shall not be liable under this Agreement except for its gross negligence, willful misconduct or breach of its obligations under this Agreement. Escrow Agent also shall be fully protected in relying upon ...
Duties and Responsibilities of Escrow Agent. The duties and ------------------------------------------- responsibilities of the Escrow Agent shall be limited to the following:
(a) At the expiration of five days after the sale of 62,500 shares of Common Stock totaling $250,000 by the Company and the deposit of the proceeds from the sale thereof in the Escrow Account, together with information as to the names and addresses of the Subscribers and the amount subscribed for by each such Subscriber by 5:00 p.m., Houston, Texas time, 180 days from the effective date of the Prospectus (herein referred to as the "Initial Closing Date"), the Company, in writing, shall direct the Escrow Agent to pay all fees and commissions then due in connection with the offering as specified in the Prospectus, and disburse the remainder of such proceeds of such sales to the Company.
(b) In the event that the proceeds representing the sale of 62,500 shares of Common Stock shall not have been deposited by the Company into the Escrow Account by 5:00 p.m., Houston, Texas time, 180 days from the effective date of the Prospectus or the Company terminates the Offering before such date, then in such event, the Escrow Agent shall send within five business days to the Subscribers, by checks, the cash theretofore contributed by them to the Company and deposited in the Escrow Account, with interest.
(c) Upon the happening of (i) the complete disbursement from the Escrow Account by the Escrow Agent to the Company of the proceeds from the Offering in accordance with the distribution terms hereinabove set forth, or (ii) the repayment to the Subscribers of their subscriptions in the event the Offering does not close as provided in the Registration Statement, or (iii) the Offering is terminated before the Initial Closing Date, and the repayment to the Subscribers of their subscriptions, the Escrow Agent shall be relieved of all liabilities in connection with the Escrow Account and this Agreement shall terminate.
Duties and Responsibilities of Escrow Agent. The Escrow Agent shall have no duties or responsibilities other than those set forth herein and shall:
(a) Be under no duty to enforce payment of any subscription which is to be paid to and held by it hereunder;
(b) Be under no duty to accept funds, checks, drafts or instruments for the payment of money from anyone other than the Participating Brokers or the Company or to give any receipt therefor except to the Participating Brokers or the Company;
(c) Be protected in acting upon any notice, request, certificate, approval, consent or other paper believed by it to be genuine, signed by the proper party or parties and in accordance with the terms of this Agreement;
(d) Be deemed conclusively to have given and delivered any notice required to be given or delivered hereunder if the same is in writing, signed by any one of its authorized officers and mailed, by registered or certified mail, in a sealed postpaid wrapper, addressed to the Company at the following address: Cornerstone Core Properties REIT, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(e) Not be liable for any forgeries or impersonations concerning any documents to be handled by it.
Duties and Responsibilities of Escrow Agent. (a) The Parties acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether any Party is entitled to receive the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement, (ii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof and (iii) may consult counsel satisfactory to it, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent and any of its employees for any action taken or omitted to be taken by the Escrow Agent or any of the Escrow Agent's employees hereunder, except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.
(c) The Company agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II hereto, and to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including reasonable counsel fees) incurred in connection with the preparation and review of this Escrow Agreement and the performance of its duties and responsibilities hereunder.
(d) The Escrow Agent may at any time resign as escrow agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the Parties. Prior to the effective date of the resignation as specified in such notice, each of the Parties will issue to the Escrow Agent a written instruction authorizing delivery of the Escrowed Funds to a substitute Escrow Agent selected by the Parties. If no successor Escrow Agent is named by the Parties, the Escrow Agent may apply to a state or federal court of competent jurisdiction for appointment of a succ...
Duties and Responsibilities of Escrow Agent. The Escrow Agent shall have no duties or responsibilities other than those set forth herein and shall:
(a) Be under no duty to enforce payment of any subscription which is to be paid to and held by it hereunder;
(b) Be under no duty to accept funds, checks, drafts or instruments for the payment of money from anyone other than the Participating Brokers or the Managing Member or to give any receipt therefor except to the Participating Brokers or the Managing Member;
(c) Be protected in acting upon any notice, request, certificate, approval, consent or other paper believed by it to be genuine, signed by the proper party or parties and in accordance with the terms of this Agreement;
(d) Be deemed conclusively to have given and delivered any notice required to be given or delivered hereunder if the same is in writing, signed by any one of its authorized officers and mailed, by registered or certified mail, in a sealed postpaid wrapper, addressed to the Fund at the following address: Cornerstone Realty Fund, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(e) Be indemnified and held harmless by the Managing Member from any and all claims made against it (including claims regarding the disbursement of funds), or any and all expenses incurred by it (including reasonable attorneys' fees), by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss it may sustain in carrying out the terms of this Agreement, except such claims, expenses or losses which are occasioned by its bad faith, negligence or willful misconduct; and
(f) Not be liable for any forgeries or impersonations concerning any documents to be handled by it.
Duties and Responsibilities of Escrow Agent. The duties and obligations of the Escrow Agent are only those specifically set forth in this Section and no other. The Escrow Agent’s duties are ministerial, and the Escrow Agent shall not incur any liability whatsoever for any error of judgment, any mistake of fact or law or any act or omission of any kind, so long as it has acted in good faith.
Duties and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:
Duties and Responsibilities of Escrow Agent. The duties, responsibilities and obligations of Escrow Agent shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among any or all of the Initial Stockholders and/or the Company or to which any Initial Stockholder and/or the Company is a party, even though reference thereto may be made herein. Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.
Duties and Responsibilities of Escrow Agent. As Escrow Agent, you are hereby directed to hold, deal with and dispose of the aforesaid property and any other property at any time held by you hereunder in the following manner, subject, however, to the terms and conditions hereinafter set forth:
Duties and Responsibilities of Escrow Agent. Except as otherwise specifically directed in this Agreement, Escrow Agent shall deliver the Deposit (for purposes of this Article 23, the “Escrow”) to Seller or Buyer promptly after receiving a joint notice from Seller and Buyer directing the disbursement of the same, such disbursement to be made in accordance with such direction. If Escrow Agent receives notice from Buyer or Seller that the party giving such notice is entitled to the Escrow, which notice shall describe with reasonable specificity the reasons for such entitlement, then Escrow Agent shall (i) promptly give notice to the other party of Escrow Agent’s receipt of such notice and enclosing a copy of such notice and