Three Party Escrow Agreement Among Lawriter LLC, Collexis Holdings, Inc., Lawriter, Inc., OSBA.COM LLC, and Escrow Associates, LLC
Exhibit
10.3
Among
Lawriter
LLC,
Lawriter,
Inc.,
▇▇▇▇.▇▇▇
LLC,
and
Escrow Associates, LLC
Page
1
This
Three Party Escrow Agreement (“Agreement”)
among
Escrow Associates, LLC (“Escrow
Associates”),
▇▇▇▇.▇▇▇ LLC, an Ohio limited liability company (“Beneficiary”),
Lawriter, LLC, an Ohio limited liability company (“Depositor”
or
“Lawriter”),
Collexis Holdings, Inc., a Nevada corporation ("Collexis"),
and
Lawriter, Inc., a Nevada corporation and wholly owned subsidiary of Collexis
("Subsidiary"
and
together with Collexis, "Buyer"),
is
effective on this 1ST
day of
February 2008 (the “Effective
Date”).
Recitals
WHEREAS,
Buyer,
Beneficiary, Depositor, the Ohio State Bar Association, an unincorporated Ohio
association (the “Association”)
and
▇▇▇▇▇ ▇. ▇▇▇▇▇, a resident of the State of Ohio (“▇▇▇▇▇”),
et
al., have entered into that certain LLC Interests Purchase Agreement, dated
as
of February 1, 2008 (the “Purchase
Agreement”),
pursuant to which Buyer has agreed to purchase from Members, and Members have
agreed to sell to Buyer, all of the issued and outstanding limited liability
company interests of Lawriter in return for cash and certain other consideration
described in the Purchase Agreement;
WHEREAS,
in
connection with the transactions contemplated by the Purchase Agreement, Buyer
has agreed to deposit the Escrowed Materials with Escrow
Associates;
WHEREAS,
the
execution and delivery of this Agreement is a condition to the parties'
obligations under the Purchase Agreement; and
WHEREAS,
Beneficiary, Buyer and Depositor hereby designate and appoint Escrow Associates
as the escrow agent under this Agreement. Escrow Associates hereby accepts
such
designation and appointment and agrees to carry out the duties of escrow agent
pursuant to the terms and provisions of this Agreement. Escrow Associates is
not
a party to, and is not bound by, any agreement that might be evidenced by,
or
might arise out of, any prior or contemporaneous dealings between Depositor,
Buyer and Beneficiary other than as expressly set forth herein.
NOW,
THEREFORE,
for and
in consideration of good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, covenant and agree as follows:
1. Definitions.
All
capitalized terms used but not defined this Agreement shall have the meanings
given to them in the Purchase Agreement.
2. Escrowed
Materials
(a) Initial
Deposit.
Simultaneously with the execution of this Agreement, Depositor will deposit
the
Escrowed Materials with Escrow Associates in the manner set forth in clause
(b)
below. Depositor will likewise deliver to and deposit with Escrow Associates
in
the manner set forth in clause (b) below an updated copy of the Escrowed
Materials weekly (and upon such deposit, such updated Escrow
Materials
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2
shall
be
considered to be deemed to be "Escrowed Materials" for all purposes of this
Agreement). Escrow Associates hereby acknowledges receipt of the Escrowed
Materials and agrees to hold the Electronic Copy (as defined below) of Escrowed
Materials in Safekeeping (as defined below) subject to the terms and conditions
of this Agreement. Escrow Associates shall not release the Escrowed Materials
except in accordance with the express terms and conditions of this Agreement,
including, without limitation, the conditions of release and the release
procedures set forth in Section 6 of this Agreement.
(b) The
initial deposit of the Escrowed Materials shall be delivered to Escrow
Associates (i) in an electronic storage format suitable for Safekeeping as
provided herein, such as DVDs (the “Electronic
Copy”),
or
(ii) via an electronic transfer, and such initial deposit shall be maintained
by
Escrow Associates for Safekeeping during the term of this Agreement. The updated
Escrowed Materials shall be delivered to Escrow Associates via Electronic Copy
or an electronic transfer on a weekly basis. If at any time during the term
of
this Agreement, Depositor notifies Escrow Associates that the updated Escrowed
Materials delivered by Electronic Copy constitute a duplication of the entirety
of any previously provided Escrowed Materials, Escrow Associates shall, at
the
request of Depositor, return the previously delivered Electronic Copy of the
Escrowed Materials to Depositor; provided, however, that in no event shall
Escrow Associates return to Depositor the initial deposit of Escrowed Materials
except in accordance with the conditions of release and the release procedures
set forth in Section 6 of this Agreement. Escrow Associates has no obligation
with respect to the updates to the Escrowed Materials for delivery,
functionality, completeness, performance or initial quality; provided, however,
that Escrow Associates shall notify Beneficiary in writing if Escrow Associates
does not receive any weekly delivery of the updated Escrowed Materials as
required hereunder.
(c) For
purposes of this Agreement, "Safekeeping” shall mean the deposit of the Escrowed
Materials in a media vault facility which meets top industry standards. The
Escrowed Materials deposited in such media vault facility shall be accessible
only by Escrow Associates’ employees. Escrow Associates shall notify OSBA, by
electronic mail, of its receipt and substitution of updated Escrowed
Materials.
(d) Electronic
Deposit
- With
respect to Depositor’s delivery of Escrowed Materials to Escrow Associates by an
electronic means, whether through a service provided by Escrow Associates or
other means, Escrow Associates shall not be liable for transmissions that fail
in part or in whole, are lost, or are otherwise compromised during transmission.
Furthermore, Escrow Associates shall not be liable for any subsequent services
that may or may not be delivered as a result of a failed transfer. Escrow
Associates shall not be liable to Buyer, Depositor or Beneficiary for any
encrypted update, or any part thereof, that is transmitted over the Internet
to
Escrow Associates’ FTP Site but is not received in whole or in part, or for
which no notification of receipt is given.
(e) Duplication
of Escrowed Materials
- Escrow
Associates may duplicate the Escrowed Materials only as necessary to comply
with
the terms of this Agreement. Escrow Associates at its sole discretion may retain
a third party for the purpose of
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3
duplicating
the Escrowed Materials only as necessary to comply with the terms herein. All
duplication expenses shall be borne by the party requesting duplication.
(f) Deposit
Material Verification
- Escrow
Associates may be retained by separate agreement or by alternative means, to
conduct a test of the Escrowed Materials to determine the completeness and
accuracy of the Escrowed Materials; provided, however, that notwithstanding
any
other provision of this Agreement to the contrary, the party requesting any
such
test shall be solely responsible to Escrow Associates for any and all costs
associated therewith. Escrow Associates shall not be liable for any actions
taken on the part of any third party with regards to the Escrowed
Materials.
(g) Security
Interest
-
Depositor hereby grants to Beneficiary a security interest in the Escrowed
Materials as security for the payment and performance by Buyer of Buyer's
obligations to Beneficiary under the Purchase Agreement; provided, however,
that
the existence of and exercise by Beneficiary of any rights in such security
interest shall be subject to the same terms and conditions as apply under this
Agreement to the Escrowed Materials, including, without limitation, the Term
of
this Agreement as provided in Section 3 below, and the requirements of Section
6
hereof governing the notice and cure of any alleged default, the release and
timing of any release of the Escrowed Materials and use thereof.
3. Term
(a)
Term
of Agreement
- The
term of this Agreement shall commence with the Effective Date and terminate
as
of the Termination Date (as defined below).
(b)
Termination
of Agreement
- This
Agreement may be terminated by the first to occur of the following events (the
“Termination Date”):
|
i.
|
Written
mutual consent of Buyer, Depositor and
Beneficiary;
|
|
ii.
|
Each
of Buyers' obligations to Beneficiary under Sections 2(b)(i)(A) and
2(b)(ii) of the Purchase Agreement has been satisfied in all material
respects; or
|
|
iii.
|
All
Escrowed Materials have been released in accordance with the terms
hereof;
|
provided,
however,
that
notwithstanding the foregoing, in the case of the Release Event described under
Section 6(a)(ii) of this Agreement as it pertains to a Consortium Breach,
Beneficiary’s rights under Section 6(a)(ii) shall terminate and thereafter
become null and void upon and coincident with the expiration of the Consortium
Default Period if the expiration of such period should occur prior to the first
to occur of any one of the foregoing events. Upon termination and coincident
with the Termination Date, Escrow Associates shall return as soon as reasonably
practicable thereafter, but in no event later than ten (10) days, the Escrowed
Materials to Depositor in accordance with Section 3(d), and neither Depositor
nor Buyer shall have any further obligations hereunder.
(c)
Termination
for Non-Payment
- In the
event that full payment of any or all fees due to Escrow Associates under this
Agreement have not been received by Escrow
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4
Associates
within thirty (30) days of the date payment is due, Escrow Associates will
notify all parties hereto of the delinquent fees. If the delinquent fees are
not
received within thirty (30) days of the delinquency notification, Escrow
Associates shall have the right to terminate this Agreement and destroy the
Escrowed Materials.
(d)
Return
of Escrowed Materials
- Upon
termination of this Agreement for any reason other than in the event all
Escrowed Materials have been released in accordance with the terms of Section
6
herein, Escrow Associates shall return the Escrowed Materials to Depositor
via
commercial courier to the address of Depositor shown in this Agreement, provided
that all fees due Escrow Associates are paid in full. If two (2) attempts to
return Escrowed Materials via commercial courier to Depositor fail or Depositor
does not accept the Escrowed Materials, Escrow Associates shall destroy the
Escrowed Materials.
4. Fees
(a)
Payment
- At the
Closing, Buyer shall pay Escrow Associates the amount shown under Section I
("Three-Party Agreement") on Exhibit A attached hereto as escrow fees for the
initial year, and thereafter shall pay the annual fees as set forth on Exhibit
A
(the “Base Fees”) for the services described thereunder (the “Base Services”).
Upon request by any such party, the requesting party agrees to pay to Escrow
Associates all additional fees as described in Exhibit A for any services (other
than the Base Services) requested by it and rendered related to this Agreement
as shown on Exhibit A. The fee for any service that is not expressly covered
in
Exhibit A shall be established by Escrow Associates upon request. All fees
are
due in advance of service. In the event that this Agreement shall terminate
prior to the end of the then current term, Escrow Associates shall refund the
Base Fees paid by Buyer for such term on a pro-rated basis, less an
initialization fee of Five Hundred Dollars ($500.00). Escrow Associates may
amend Exhibit A at any time upon sixty (60) days written notice to Beneficiary
and Depositor. Payment of the Base Fees and reimbursement of expenses shall
be a
joint and several obligation of Buyer and Depositor.
(b)
Currency
- All
fees are in U.S. dollars and payment must be rendered in U.S. dollars unless
otherwise agreed to in advance by Escrow Associates.
5. Indemnification
- With
the exception of gross negligence, willful misconduct or intentional
misrepresentation on behalf of Escrow Associates, Buyer, Depositor and
Beneficiary shall, jointly and severally, indemnify and hold harmless Escrow
Associates and each of its directors, officers, agents, employees, members
and
stockholders ("Escrow
Associates Indemnitees")
absolutely and forever, from and against any and all claims, actions, damages,
suits, liabilities, obligations, costs, fees, charges, and any other expenses
whatsoever, including reasonable attorneys' fees and costs, that may be asserted
against any Escrow Associates Indemnitee in connection with this Agreement
or
the performance of Escrow Associates or any Escrow Associates Indemnitee
hereunder.
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5
6. Release
of Escrowed Materials.
(a) Release/Conditions
of Release
- Escrow
Associates shall release the Escrowed Materials to Beneficiary upon compliance
with the procedures described in Sections 6(b) through 6(d) as applicable,
following the occurrence of either of the following events (each individually
and collectively, a “Release
Event”):
| (i) |
Purchase
Agreement Breach. Following both (A) written notice by Beneficiary
to
Depositor and Buyer of a material breach by Buyer of its obligations
under
the Purchase Agreement (a “Purchase Agreement Breach”) and (B) Buyer's
failure to cure the same within thirty (30) days after written notice
of
such breach is given by Beneficiary to Depositor and Buyer (the “Cure
Period”); or
|
| (ii) |
License
Agreement Breach. Following both (A) written notice by Beneficiary
to
Lawriter and Buyer of a material breach on the part of Lawriter of
its
obligations under the License Agreement and failure to cure the same
within the Cure Period;
|
provided,
however,
that
any such Cure Period applicable to a Purchase Agreement Breach relating to
a
performance (as opposed to a payment) obligation shall toll during the pendency
of any legal action filed for the purpose of determining the existence of any
such asserted breach (the losing party to any such dispute shall have the
obligation to pay the prevailing party’s costs and expenses incurred in
connection with any such dispute); provided,
further,
that if
it is determined by any such tribunal that the alleged breach did in fact occur,
then Depositor or Buyer, as the case may be, shall have that portion of the
Cure
Period that remained immediately prior to the filing of such dispute to cure
the
same.
(b) Procedures
Governing Release.
The
Escrowed Materials will be released to Beneficiary as provided in Section (c)
below only in the event that the release procedures set forth in this Section
6
are otherwise followed and either:
i.
Depositor
notifies Escrow Associates in writing to effect such release; or
ii.
After
the
notice and failure to cure any such default within the Cure Period (after taking
into account the tolling of any such period, if applicable), Beneficiary submits
an affidavit executed by a duly authorized officer thereof to Escrow Associates,
(with a copy simultaneously delivered to Depositor and Buyer), stating the
circumstances of the Release Event (the “Release
Notice”),
and
Beneficiary includes specific instructions for the delivery of the Escrowed
Materials.
(c) Depositor
Request for Release
- If the
provisions of Section 6(b)(i) are met, Escrow Associates will release a single
copy of the Escrowed Materials to Beneficiary within ten (10) business days
thereafter, with one copy thereof (and all other copies, if any, including,
without limitation the initial deposit of the Escrowed Materials), being
released to Depositor.
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6
(d) Beneficiary
Request for Release
- If the
provisions of Section 6(b)(ii) are met, Escrow Associates will within two (2)
business days forward a complete copy of the Release Notice to Depositor and
Buyer. Escrow Associates will continue to hold the Escrowed Materials without
release for a period of thirty (30) days after its receipt of the Release
Notice, and on the first business day following such thirty (30) day period,
Escrow Associates shall release a single copy of the Escrowed Materials to
Beneficiary, with all other copies, if any, including, without limitation the
initial deposit of the Escrowed Materials being released to Depositor, unless
the Release Notice is withdrawn during such thirty (30) day period or Escrow
Associates is enjoined from making any such release by an order of a court
of
competent jurisdiction.
(e) Use
of
Escrowed Materials Upon Release.
Except
as otherwise provided in this Section (e), upon any release by Escrow Associates
to Beneficiary of the Escrowed Materials pursuant to the terms of this
Agreement, Beneficiary shall have the right and license to use such Escrowed
Materials for the purpose (the "Permitted Use") of making the Escrowed Materials
available online to Members and In-State Entities (as defined in the License
Agreement); provided,
however,
that
the online availability of the Escrowed Materials is expressly conditioned
upon
each such Member or In-State Entity having first agreed in writing to such
terms
and conditions as are usual and customary for the use by end-users. The
Permitted Use by Beneficiary, the Association or ▇▇▇▇▇ (the “Beneficiary
Parties”) shall in no event constitute a breach of (i) Sections 6(e)(1)(i) or
(ii) of the Purchase Agreement; (ii) Section 6(e)(iii) of the Purchase
Agreement, provided,
however,
that
such exception hereunder to Section 6(e)(iii) is limited to no more than three
(3) of Depositor’s employees who were also employed by it as of the Closing
Date; and (iii) Section 6(e)(1)(iv) of the Purchase Agreement, but only if
and
to the extent that any such inducement or solicitation otherwise covered thereby
is directly related to the Permitted Use and for no other purpose whatsoever.
Notwithstanding the forgoing, following the release of the Escrowed Materials
to
Beneficiary in the event of a Consortium Breach or Purchase Agreement Breach,
Beneficiary shall have all right, title, and interest in and to the copy of
Escrowed Materials released to Beneficiary, including the right and license
to
use, sell, or otherwise dispose of the Escrowed Materials or copies thereof
in
any manner it sees fit and no Beneficiary Party shall have any further
obligation under Section 6(e)(1) of the Purchase Agreement; provided,
however,
that
such exception hereunder to Section 6(e)(1)(iii) of the Purchase Agreement
is
limited to only those employees who were employees of Depositor as of the
Closing Date.
(f) EM
Information. Following the release of the Escrowed Materials to Beneficiary,
the
use by all or any one of the Beneficiary Parties of EM information in connection
with the Permitted Use (in the case of a License Agreement Breach) or in any
manner the Beneficiary Parties shall deem appropriate (in the case of a
Consortium Breach or Purchase Agreement Breach) shall not constitute a breach
of
Section 6(d)(ii) of the Purchase Agreement; provided, however, that the
Beneficiary Parties shall not use any EM Information for the purpose of trading
in the securities of Buyer in violation of any applicable securities
laws.
(g) ▇▇▇▇▇.
Notwithstanding anything in Section 6 to the contrary, Section 6(e) shall have
applicability to ▇▇▇▇▇ if and only to the extent that following the release
of
the Escrowed Materials to Beneficiary, ▇▇▇▇▇ remains and continues to be an
employee of the Association.
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7
(h) Definitions.
For purposes of this Agreement, (A) “Consortium
Breach”
shall
mean the cancellation (excluding Beneficiary for this purpose) by more than
twenty percent (20%) of the bar associations (excluding Beneficiary for this
purpose) with which Lawriter has an existing license agreement on the Closing
Date (a “Consortium
License”)
at any
time during the Consortium Default Period (as defined below) for and after
Lawriter’s failure to cure its material breach (following notice thereof) of its
obligation under any such applicable Consortium License to provide to such
Consortium Party the Service; (B) “Consortium
Default Period”
shall
mean that period commencing with the first anniversary of the Closing Date
and
ending upon and coincident with the third anniversary thereof; and (C)
“EM
Information”
shall
mean sales, marketing, and customer information (including any and all
information contained in any CRM database), contract information, supplier
information, pricing information, “metatagging” information, financial and
accounting information, information (general knowledge and experience) known
to
▇▇▇▇ and/or ▇▇▇▇▇, relating to the Escrowed Materials; provided, however, that
in no event shall the term “EM Information” include any nonpublic information or
other intellectual property of any third party not Affiliated with
Buyer.
7.
Governing
Law and Jurisdiction.
This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of Georgia without giving effect to any choice or conflicts
of
law provision or rule (whether of the State of Georgia or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Georgia (the “Georgia
Law”).
Each
of the parties consents to the exclusive jurisdiction of the Federal and State
Courts sitting in the County of ▇▇▇▇▇▇ in the State of Georgia in connection
with any dispute arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on venue
or inconvenient forum, to the bringing of any such proceeding in such
jurisdiction (the “Georgia
Courts”).
Each
party agrees (1) to make no filing whatsoever either with or before any court,
arbitrator or other tribunal other than in a Georgia Court or for the
application of any law other than Georgia Law (except in the case where Federal
law might apply) with respect to any matter or dispute arising under or in
connection with this Agreement; (2) not challenge the application of either
Georgia Law or jurisdiction by or of the Georgia Courts (or both); and (3)
in
the event of any challenge by a court, arbitrator or other tribunal,
sua
sponte,
to
either the application of Georgia Law or jurisdiction by or of the Georgia
Courts (or both), then in any such case each party shall cooperate in the filing
of any and all pleadings and other documents as may be necessary to obtain
or
secure the application of Georgia Law or jurisdiction by or of the Georgia
Court
(or both).
Subject
to the provisions of the following paragraph of this Section 7, should
Beneficiary (or any successor, assignee or Affiliate thereof) make any filing
in
breach of this Section and thereafter fail to dismiss the same within ten (10)
business days after written demand thereof by Collexis or Acquisition Sub,
or
fail to support the application of Georgia Law or jurisdiction by or of the
Georgia Courts, the law of the State of South Carolina shall apply and
jurisdiction for any and all disputes or other matters arising under this
Agreement shall be moved to the State of South Carolina. Subject to the
provisions of the following paragraph of this Section 7, should Collexis,
Acquisition Sub or any successor, assignee or Affiliate thereof make any filing
in breach of this Section and fail to dismiss the same within ten (10) business
days after written demand thereof
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8
by
Beneficiary or fail to support the application of Georgia Law or jurisdiction
by
or of the Georgia Courts, the law of the State of Ohio shall apply and
jurisdiction for any and all disputes or other matters arising under this
Agreement shall be moved to the State of Ohio. In
the
event of any such dispute, the court shall award attorneys’ fees and expenses,
and all costs, to the prevailing party.
In
the
event that the Georgia Courts shall determine that the Georgia Courts are not
the proper forum for disputes arising under this Agreement, Beneficiary may
pursue jurisdiction over Collexis and Acquisition Sub in any court other than
a
court located in the State of Ohio, and Collexis and Acquisition Sub may pursue
jurisdiction over Beneficiary in any court other than a court located in the
State of South Carolina.
Depositor
and Beneficiary jointly agree to reimburse Escrow Associates for any and all
costs incurred by it as a result of any dispute arising under this Agreement,
including reasonably and actually incurred attorney’s fees.
8.
Confidentiality
- Except
as otherwise required to carry out its duties under this Agreement, Escrow
Associates shall hold in strictest confidence and not permit any third party
access to nor otherwise use, disclose, transfer or make available the Escrowed
Materials except as otherwise provided herein, unless consented to in writing
by
Depositor.
9.
Limitation
of Liability
- Under
no circumstance shall Escrow Associates be liable for any special, incidental,
or consequential damages (including lost profits) arising out of this Agreement
even if Escrow Associates has been apprised of the possibility of such damages.
In performing any of its duties hereunder, Escrow Associates shall not incur
any
liability to any party for any damages, losses, or expenses, except for willful
misconduct or gross negligence on the part of Escrow Associates, and it shall
not incur any liability with respect to any action taken or omitted in reliance
upon any written notice, request, waiver, consent, receipt or other document
which Escrow Associates in reasonably good faith believes to be
genuine.
10.
Notices.
Except
with respect to the weekly updates by Escrow Associates to Beneficiary and
Depositor, which shall be delivered by electronic mail, all notices, requests,
demands, claims, and other communications hereunder shall be in writing. Any
notice, request, demand, claim, or other communication hereunder shall be deemed
duly given when received by the party for whom intended. Except with respect
to
the weekly updates by Escrow Associates to Beneficiary and Depositor, the
sending party shall have the burden of proving receipt. For the avoidance of
doubt, delivery of any such notice by a nationally recognized overnight carrier
shall satisfy such burden of proving receipt. Notices, requests, demands, claims
and other communications shall be addressed to the intended recipient as set
forth below:
Depositor
If
to
Depositor, to:
Lawriter
LLC
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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9
With
a
copy, which shall not constitute notice, to:
Collexis
Holdings, Inc. & Lawriter, Inc.
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
President
▇▇▇▇▇▇▇▇
& ▇▇▇▇▇, LLP
▇▇
▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
Attn:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Beneficiary
If
to
Beneficiary, to:
▇▇▇▇.▇▇▇
LLC
c/o
Ohio
State Bar Association
▇.▇.
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Escrow
Associates, LLC
Attn:
Contracts Administration
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ ▇▇▇
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
Email:
▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Any
party
may change the address to which notices, demands, claims, and other
communications hereunder are to be delivered by giving the other parties notice
in the manner set forth herein.
11.
Miscellaneous
(a)
Counterparts
- This
Agreement may be executed in any number of multiple counterparts, each of which
is to be deemed an original, and all of such counterparts together shall
constitute one and the same instrument.
(b)
Entire
Agreement
- This
Agreement supersedes all prior and contemporaneous letters, correspondences,
discussions and agreements among the parties with respect to all matters
contained herein, and it constitutes the sole and entire agreement among them
with respect thereto.
(c)
Limitation
of Effect
- This
Agreement pertains strictly to the escrow services provided for herein and
does
not modify, amend or affect any other contract or agreement of one or more
of
the parties.
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10
(d)
Modification
- This
Agreement shall not be altered or modified without the express written consent
of all parties.
(e)
Bankruptcy
Code; Attorneys' Fees
- This
Agreement shall be considered an agreement supplementary (together with any
modifi-cation, supplement, or replacement thereof agreed to by the parties)
to
the Purchase Agreement pursuant to Title ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code
Section 365(n). If
any
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and disbursements in addition to any other relief to which such
party may be entitled.
(f)
Survival
of Terms
- All
obligations of the parties under the following sections of this Agreement shall
survive its termination: Sections 3(d), 4 (Fees), 5 (Indemnification), 7
(Governing Law and Jurisdiction), 8 (Confidentiality), 9 (Limitation of
Liability), 10 (Notices) and 11 (Miscellaneous) which shall survive the
termination of this Agreement for any reason.
(g)
Time
of the Essence
- Time
is of the essence in this Agreement.
(h)
Successors
and Assigns
- This
Agreement shall be binding upon and inure to the benefit of the successors
and
assigns of the parties.
(Signatures
are on following page. Remainder of the page intentionally left
blank.)
Page
11
IN
WITNESS WHEREOF, the parties have executed this Agreement by and through their
duly authorized agents as of the Effective Date.
Depositor
Signature:
/s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name:
___________________________________________
Title: ____________________________________________
Company:
________________________________________
Date:
____________________________________________
Contract
Negotiated by: ______________________________
Negotiator
Telephone: _______________________________
Signature:
/s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name:
___________________________________________
Title:
____________________________________________
Company:
________________________________________
Date:
____________________________________________
Contract
Negotiated by: ______________________________
Negotiator
Telephone: _______________________________
Lawriter,
Inc.
Signature:
/s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name:
___________________________________________
Title:
____________________________________________
Company:
________________________________________
Date:
____________________________________________
Contract
Negotiated by: ______________________________
Page
12
Negotiator
Telephone: _______________________________
Beneficiary
Signature:
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇
Name:
___________________________________________
Title:
____________________________________________
Company:
________________________________________
Date:
____________________________________________
Contract
Negotiated by: ______________________________
Negotiator
Telephone: _______________________________
Escrow
Associates, LLC
Signature:
/s/
▇▇▇▇▇
▇▇▇▇▇
Name:
___________________________________________
Title:
____________________________________________
Date:
____________________________________________
Page
13