Escrow Agent Duties. For purposes of this Agreement, the “Escrow Agent” shall be ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, ▇▇▇@▇▇▇▇▇▇.▇▇▇; ▇▇▇▇@▇▇▇▇▇▇.▇▇▇. The Escrow Agent shall perform its escrow duties pursuant to this paragraph. The Seller and the Buyer acknowledge and agree that the duties of the Escrow Agent are purely ministerial and are limited to the safekeeping of the Deposits made pursuant to this Agreement, including any interest earned thereon, and the disposition of same in accordance with the terms of this Agreement. If all or any part of the Deposits delivered to the Escrow Agent is in the form of a check or in any form other than cash, the Escrow Agent shall deposit same as required but shall not be liable for the non-payment thereof nor responsible to enforce collection thereof. The Escrow Agent shall not be deemed to have knowledge of any matter unless and until the Escrow Agent receives actual written notice thereof, and the Escrow Agent shall not be charged with constructive notice whatsoever. In the event the Escrow Agent shall be uncertain as to its duties, or shall receive instructions or demands which, in the Escrow Agent's sole opinion, are conflicting or violative of any provision of this Agreement, then the Escrow Agent shall be entitled to refrain from taking any action until the Escrow Agent shall be directed in writing by the Seller and the Buyer (and, at the Escrow Agent's sole discretion, consented to by any third person) or by any final order or judgment of a court of competent jurisdiction, or the Escrow Agent may deposit the subject of escrow with the Clerk of the Circuit Court of the county in which the Property is located, and upon notifying the Seller and the Buyer of such action, all liability on the part of the Escrow Agent shall immediately and fully terminate except to the extent of accounting for any items delivered out of escrow. In the event that ▇▇▇▇▇▇ Agent interpleads the escrowed funds, ▇▇▇▇▇▇ Agent will pay the filing fees and court costs from the escrowed funds and will recover reasonable attorneys’ fees and court costs from the escrowed funds in accordance with an agreement between Seller and Buyer or as awarded by the court. The Seller and the Buyer agree that the Escrow Agent shall not be liable to any party or person for any reason unless the Escrow Agent willfully, purposefully, and wrongfully breaches the terms of this Agreement in the misdelivery of any property held in escrow, or is grossly negligent in its duties. Buyer hereby acknowledges that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP represents the Seller in the sale of the Property and is also acting as Escrow Agent. Buyer hereby agrees and consents that Escrow Agent may represent Seller if any dispute or enforcement action arises regarding this Agreement or any other matter. Buyer further acknowledges and consents that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s representation of Seller shall not be limited in any manner or by any means.
Appears in 2 contracts
Sources: Sale and Purchase Agreement, Sale and Purchase Agreement
Escrow Agent Duties. For purposes of this Agreement, the “Escrow Agent” shall be ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, ▇▇▇@▇▇▇▇▇▇.▇▇▇; ▇▇▇▇@▇▇▇▇▇▇.▇▇▇. The Escrow Agent shall perform its escrow duties pursuant to this paragraph. The Seller It is understood and the Buyer acknowledge and agree agreed that the duties of the Escrow Agent are purely ministerial and are limited to the safekeeping of the Deposits made pursuant to this Agreement, including any interest earned thereon, and the disposition of same in accordance with the terms of this Agreement. If all or any part of the Deposits delivered to the Escrow Agent is in the form of a check or in any form other than cash, the Escrow Agent shall deposit same as required but have only those duties provided herein, which shall not be liable for the non-payment thereof nor responsible to enforce collection thereof. The Escrow Agent shall not be deemed to have knowledge of any matter unless and until purely ministerial in nature. It is further agreed that:
a. the Escrow Agent receives actual written may conclusively rely and shall be protected in acting or refraining from acting upon any document, instrument, certificate, instruction or signature believed by it to be genuine and may assume and shall be protected in assuming that any person purporting to give any notice thereofor instructions in accordance with this Escrow Agreement or in connection with any transaction to which this Escrow Agreement relates has been duly authorized to do so, and PROVIDED, HOWEVER, that the Escrow Agent shall not be charged with constructive obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to have executed any such document or instrument or have made any such signature or purporting to give any such notice whatsoever. In or instructions;
b. in the event that the Escrow Agent shall be uncertain as to its duties, duties or rights hereunder or shall receive instructions or demands with respect to the Escrow Shares and Additional Shares which, in its sole opinion, are in conflict with either other instructions received by it or any provision of the Escrow Agreement, it shall, without liability of any kind, be entitled to hold the Escrow Shares and Additional Shares pending the resolution of such uncertainty to the Escrow Agent's sole opinionsatisfaction, are conflicting or violative of any provision of this Agreement, then the Escrow Agent shall be entitled to refrain from taking any action until the Escrow Agent shall be directed in writing by the Seller and the Buyer (and, at the Escrow Agent's sole discretion, consented to by any third person) or by any final order or judgment of a court or courts of competent jurisdictionjurisdiction or otherwise, or the Escrow Agent may Agent, at its option, may, in final satisfaction of its duties hereunder, deposit the subject of escrow relevant Escrow Shares and Additional Shares with the Clerk clerk of the Circuit Court any court of the county in which the Property is located, and upon notifying the Seller and the Buyer of such action, all liability on the part of competent jurisdiction;
c. the Escrow Agent undertakes to perform only such duties as are expressly set forth herein and shall immediately not be bound in any way by any agreement between the Company and fully terminate except to the extent of accounting for any items delivered out of escrow. In the event that ▇▇▇▇▇▇ Family Member, including the Merger Agreement (whether or not the Escrow Agent interpleads the escrowed funds, ▇▇▇▇▇▇ Agent will pay the filing fees and court costs from the escrowed funds and will recover reasonable attorneys’ fees and court costs from the escrowed funds in accordance with an agreement between Seller and Buyer or as awarded by the court. The Seller and the Buyer agree that has knowledge thereof);
d. the Escrow Agent shall not be liable to any party or person for any reason unless action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Escrow Agreement (provided that the Escrow Agent willfully, purposefullyshall be liable for its gross negligence and willful misconduct), and wrongfully breaches may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel;
e. the Escrow Agent shall not have any right, claim or interest in any portion of the Escrow Fund;
f. the Escrow Agent shall not assume any responsibility or liability for any transactions between the Company and any ▇▇▇▇ Family Member;
g. the Escrow Agent shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein;
h. this Escrow Agreement sets forth all matters pertinent to the Escrow Fund contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement in the misdelivery of any property held in escrow, or is grossly negligent in its duties. Buyer hereby acknowledges that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP represents the Seller in the sale of the Property and is also acting as Escrow Agent. Buyer hereby agrees and consents that Escrow Agent may represent Seller if any dispute or enforcement action arises regarding this Agreement or any other matteragreement; and IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW AGENT'S FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS ESCROW AGREEMENT, OR (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; and
i. the Escrow Agent shall have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees. Buyer Any banking association or corporation into which the Escrow Agent may be merged, converted or with which the Escrow Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Escrow Agent shall be transferred, shall succeed to all the Escrow Agent's rights, obligations and immunities hereunder without the execution or filing of any paper or any further acknowledges and consents that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s representation act on the part of Seller shall not be limited in any manner or by any meansof the parties hereto, anything herein to the contrary notwithstanding.
Appears in 1 contract
Sources: Escrow Agreement (Ryan Patrick G)