Common use of ESCROW AGENT AND DEPOSIT Clause in Contracts

ESCROW AGENT AND DEPOSIT. (a) The escrow agent referred to in Paragraph 2 above shall be Smith, Stratton, Wise, Herher & ▇▇▇▇▇▇▇, attorneys at Law, (600 College Road-East, Princeton, N.J. 08540) (hereinafter referred to as "Escrow Agent"). The Escrow Agent shall hold the deposit and interest accrued thereon (hereinafter "escrow funds") pursuant to an ESCROW AGREEMENT, the form being attached to this AGREEMENT as Schedule C. (b) Upon closing of title, the Escrow Agent shall deliver the escrow funds to Seller. Purchaser shall be entitled to a credit against the purchase price for the deposit but not the interest. (c) In the event that pursuant to this Agreement or by mutual consent of Seller and Purchaser this Agreement is terminated, the Escrow Agent shall deliver the deposit and all interest earned thereon to the Purchaser. In that event, the Purchaser herein agrees to execute any and all documents necessary to confirm that Purchaser shall be liable to any taxing authority for taxes with respect to such interest. The Purchaser's obligation herein shall survive the termination of this Agreement. (d) In the event that there is no closing, nor a termination of this Agreement in accordance with its terms or by mutual consent of Seller and Purchaser, and/or one party shall allege default or breach by the other party as the cause, the Escrow Agent shall continue to hold said escrow funds pending an order from a court of competent jurisdiction or mutual consent of Seller and Purchaser. SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-4 -------------------------------------------------------------------------------- (e) Notwithstanding the terms of subparagraphs (c) and (d) above, the parties hereto agree that the question of which party is entitled to the deposit and when shall be governed by other paragraphs of this Agreement other than this Paragraph 4, and that this Paragraph 4 shall determine the procedures by which the Escrow Agent shall make disbursements. If Seller claims at any time that it is entitled to the escrow funds on account of any default by Purchaser, Seller shall notify Escrow Agent, in writing, requesting payment to Seller. If within ten (10) days of Escrow Agent's receipt of such notice Purchaser has not objected to the payment thereof to Seller, Escrow Agent shall pay same to Seller. If Purchaser objects, then subparagraph (d) above shall apply. If on the date set for closing Purchaser does not object, in writing, to the payment of the escrow funds to Seller in accordance with Paragraph 4(b), then Escrow Agent shall pay to Seller such sums. If Purchaser objects, in writing, to such payment, then subparagraph 4(d) above shall apply. If Purchaser claims at any time that it is entitled to the return of the escrow funds in accordance with this Agreement, Purchaser shall notify the Escrow Agent, in writing, of its claim for same. If within ten (10) days of Escrow Agent's receipt of such notice Seller has not objected to the payment thereof to Purchaser, Escrow Agent shall pay same to Purchaser. If Seller objects, then the provisions of subparagraph 4(d) shall apply. Both Seller and Purchaser agree that in connection with any written notification to be given to the Escrow Agent, a copy of such written notification shall be served upon the other party and the party giving such notice shall have the unconditional obligation to provide Escrow Agent with evidence satisfactory to Escrow Agent that a copy of the written demand has been delivered to the other party. Each party undertakes the obligation to provide such notice and provide evidence of such notice to Escrow Agent. Until such obligation has been satisfied, any time period described in this subparagraph (e) shall not commence to run. (f) The Seller and Purchaser acknowledge that the Escrow Agent has represented both Purchaser and Seller in different matters but such fact shall not disqualify Escrow Agent from representing the Purchaser in this transaction. (g) Seller and Purchaser agree that upon Escrow Agent's disbursement of the escrow funds to Seller or to Purchaser, in accordance with the terms set forth hereinabove or upon deposit thereof with a court of competent jurisdiction, the Escrow Agent shall have no further obligation under this Agreement or with respect of the escrow funds.

ESCROW AGENT AND DEPOSIT. (a) The escrow agent referred to in Paragraph 2 above shall be Smith, Stratton, Wise, Herher & ▇▇▇▇▇▇▇, attorneys at Law, (600 College Road-East, Princeton, N.J. 08540) (hereinafter referred to as "Escrow Agent"). The Escrow Agent shall hold the deposit and interest accrued thereon (hereinafter "escrow funds") pursuant to an ESCROW AGREEMENT, the form being attached to this AGREEMENT as Schedule C. (b) Upon closing of title, the Escrow Agent shall deliver the escrow funds to Seller. Purchaser shall be entitled to a credit against the purchase price for the deposit but not the interest. (c) In the event that pursuant to this Agreement or by mutual consent of Seller and Purchaser this Agreement is terminated, the Escrow Agent shall deliver the deposit and all interest earned thereon to the Purchaser. In that event, the Purchaser herein agrees to execute any and all documents necessary to confirm that Purchaser shall be liable to any taxing authority for taxes with respect to such interest. The Purchaser's obligation herein shall survive the termination of this Agreement. (d) In the event that there is no closing, nor a termination of this Agreement in accordance with its terms or by mutual consent of Seller and Purchaser, and/or one party shall allege default or breach by the other party as the cause, the Escrow Agent shall continue to hold said escrow funds pending an order from a court of competent jurisdiction or mutual consent of Seller and Purchaser. SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-4 --------------------------------------------------------------------------------. (e) Notwithstanding the terms of subparagraphs (c) and (d) above, the parties hereto agree that the question of which party is entitled to the deposit and when shall be governed by other paragraphs of this Agreement other than this Paragraph 4, and that this Paragraph 4 shall determine the procedures by which the Escrow Agent shall make disbursements. If Seller claims at any time that it is entitled to the escrow funds on account of any default by Purchaser, Seller shall notify Escrow Agent, in writing, requesting payment to Seller. If within ten (10) days of Escrow Agent's receipt of such notice Purchaser has not objected to the payment thereof to Seller, Escrow Agent shall pay same SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-4 -------------------------------------------------------------------------------- to Seller. If Purchaser objects, then subparagraph (d) above shall apply. If on the date set for closing Purchaser does not object, in writing, to the payment of the escrow funds to Seller in accordance with Paragraph 4(b), then Escrow Agent shall pay to Seller such sums. If Purchaser objects, in writing, to such payment, then subparagraph 4(d) above shall apply. If Purchaser claims at any time that it is entitled to the return of the escrow funds in accordance with this Agreement, Purchaser shall notify the Escrow Agent, in writing, of its claim for same. If within ten (10) days of Escrow Agent's receipt of such notice Seller has not objected to the payment thereof to Purchaser, Escrow Agent shall pay same to Purchaser. If Seller objects, then the provisions of subparagraph 4(d) shall apply. Both Seller and Purchaser agree that in connection with any written notification to be given to the Escrow Agent, a copy of such written notification shall be served upon the other party and the party giving such notice shall have the unconditional obligation to provide Escrow Agent with evidence satisfactory to Escrow Agent that a copy of the written demand has been delivered to the other party. Each party undertakes the obligation to provide such notice and provide evidence of such notice to Escrow Agent. Until such obligation has been satisfied, any time period described in this subparagraph (e) shall not commence to run. (f) The Seller and Purchaser acknowledge that the Escrow Agent has represented both Purchaser and is one of the attorneys for the Seller in different matters but such fact shall not disqualify Escrow Agent from representing the Purchaser Seller in this transactionany dispute between the parties hereto. (g) Seller and Purchaser agree that upon Escrow Agent's disbursement of the escrow funds to Seller or to Purchaser, in accordance with the terms set forth hereinabove or upon deposit thereof with a court of competent jurisdiction, the Escrow Agent shall have no further obligation under this Agreement or with respect of the escrow funds.

ESCROW AGENT AND DEPOSIT. (a) The escrow agent referred to in Paragraph 2 above shall be Smith, Stratton, Wise, Herher & ▇▇▇▇▇▇▇, attorneys at Law, (600 College Road-East, Princeton, N.J. 08540) (hereinafter referred to as "Escrow Agent"). The Escrow Agent shall hold the deposit and interest accrued thereon (hereinafter "escrow funds") pursuant to an ESCROW AGREEMENT, the form being attached to this AGREEMENT as Schedule C. (b) Upon closing of title, the Escrow Agent shall deliver the escrow funds to Seller. Purchaser shall be entitled to a credit against the purchase price for the deposit but not the interest. (c) In the event that pursuant to this Agreement or by mutual consent of Seller and Purchaser this Agreement is terminated, the Escrow Agent shall deliver the deposit and all interest earned thereon to the Purchaser. In that event, the Purchaser herein agrees to execute any and all documents necessary to confirm that Purchaser shall be liable to any taxing authority for taxes with respect to such interest. The Purchaser's obligation herein shall survive the termination of this Agreement. (d) In the event that there is no closing, nor a termination of this Agreement in accordance with its terms or by mutual consent of Seller and Purchaser, and/or one party shall allege default or breach by the other party as the cause, the Escrow Agent shall continue to hold said escrow funds pending an order from a court of competent jurisdiction or mutual consent of Seller and Purchaser. SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-4 --------------------------------------------------------------------------------. (e) Notwithstanding the terms of subparagraphs (c) and (d) above, the parties hereto agree that the question of which party is entitled to the deposit and when shall be governed by other paragraphs of this Agreement other than this Paragraph 4, and that this Paragraph 4 shall determine the procedures by which the Escrow Agent shall make disbursements. If Seller claims at any time that it is entitled to the escrow funds on account of any default by Purchaser, Seller shall notify Escrow Agent, in writing, requesting payment to Seller. If within ten (10) days of Escrow Agent's receipt of such notice Purchaser has not objected to the payment thereof to Seller, Escrow Agent shall pay same SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-4 -------------------------------------------------------------------------------- to Seller. If Purchaser objects, then subparagraph (d) above shall apply. If on the date set for closing Purchaser does not object, in writing, to the payment of the escrow funds to Seller in accordance with Paragraph 4(b), then Escrow Agent shall pay to Seller such sums. If Purchaser objects, in writing, to such payment, then subparagraph 4(d) above shall apply. If Purchaser claims at any time that it is entitled to the return of the escrow funds in accordance with this Agreement, Purchaser shall notify the Escrow Agent, in writing, of its claim for same. If within ten (10) days of Escrow Agent's receipt of such notice Seller has not objected to the payment thereof to Purchaser, Escrow Agent shall pay same to Purchaser. If Seller objects, then the provisions of subparagraph 4(d) shall apply. Both Seller and Purchaser agree that in connection with any written notification to be given to the Escrow Agent, a copy of such written notification shall be served upon the other party and the party giving such notice shall have the unconditional obligation to provide Escrow Agent with evidence satisfactory to Escrow Agent that a copy of the written demand has been delivered to the other party. Each party undertakes the obligation to provide such notice and provide evidence of such notice to Escrow Agent. Until such obligation has been satisfied, any time period described in this subparagraph (e) shall not commence to run. (f) The Seller and Purchaser acknowledge that the Escrow Agent has represented both Purchaser and Seller in different matters is one of the attorneys for the Buyer but such fact shall not disqualify Escrow Agent from representing the Purchaser Seller in this transactionany dispute between the parties hereto. (g) Seller and Purchaser agree that upon Escrow Agent's disbursement of the escrow funds to Seller or to Purchaser, in accordance with the terms set forth hereinabove or upon deposit thereof with a court of competent jurisdiction, the Escrow Agent shall have no further obligation under this Agreement or with respect of the escrow funds.