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Escrow Agent
Escrow Agent contract clause examples

The Escrow Agent, with Class Counsel’s prior written consent, shall invest the Settlement Amount deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the Federal Deposit Insurance Corporation (“FDIC”) or the United States Government or an Agency thereof, and shall reinvest the proceeds of these instruments as they mature in other such instruments at their then-current market rates. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund and the Released Defendants shall have no responsibility for, interest in, or liability whatsoever with respect to investment decisions or the actions of the Escrow Agent or Class Counsel, or any transactions executed by the Escrow Agent or Class Counsel.

Liability of Escrow Agent. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for Escrow Agent’s negligent acts and for any loss, cost or expense incurred by Seller or Purchaser resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its duties.

Chicago Title Insurance Company

Escrow Agent. Escrow Agent hereby accepts its designation as the Escrow Agent under this Agreement and agrees to hold and disburse the Deposit as provided in this Agreement. The provisions of this Agreement will constitute joint instructions to the Escrow Agent to consummate the purchase in accordance with the terms and provisions of this Agreement; provided, however, that the parties will execute such additional escrow instructions, not inconsistent with the provisions of this Agreement, as may be deemed reasonably necessary to carry out the intentions of the parties as expressed in this Agreement. The provisions of this section will survive the Closing or termination of this Agreement. Except for its negligent or willful acts, Escrow Agent is excused from all responsibility, including insolvency of any depository that holds the Deposit, and will be indemnified and held harmless by the parties from all claims, demands, liability, costs and expenses associated with its duties as Escrow Agent.

The parties hereto designate First American Title Insurance Company with an address of 1660 West Second Street, Suite 650, Cleveland, Ohio 44113 Attn: [[Person A:Person]] (the “Title Company”) as the escrow agent (the “Escrow Agent”) in connection with this transaction. This Agreement shall serve as escrow instructions and shall be subject to the usual conditions of acceptance of the Escrow Agent, insofar as the same are not inconsistent with any of the terms hereof. By execution of this Agreement, the Escrow Agent agrees that the Earnest Deposit, if and when paid, shall be held as a deposit under this Agreement in an interest-bearing account and: # applied against the Purchase Price if Closing occurs; or # delivered to Seller or Buyer, in accordance with the terms of this Agreement upon the written approval of Seller and Buyer, if Closing does not occur. Interest on the Earnest Deposit shall be paid to the party entitled to receive the Earnest Deposit pursuant to this Agreement.

Escrow Agent. Prior to Closing, Escrow Agent shall advise the parties when each party has performed its respective obligations in accordance with this Section 4.

Escrow Agent. The parties hereto designate First American Title Insurance Company, 1660 West Second St., Suite 700, Cleveland, Ohio 44113, Attention: Rebecca Groetsch (the “Title Company”) as the escrow agent (the “Escrow Agent”) in connection with this transaction. This Agreement shall serve as escrow instructions and shall be subject to the usual conditions of acceptance of the Escrow Agent, insofar as the same are not inconsistent with any of the terms hereof. By execution of this Agreement, the Escrow Agent agrees that the Earnest Deposit shall be held as a deposit under this Agreement in an interest-bearing account and: # applied against the Purchase Price if Closing occurs; or # delivered to Sellers or Buyer, in accordance with the terms of this Agreement upon the written approval of Sellers and Buyer, if Closing does not occur. Interest on the Earnest Deposit shall be paid to the party entitled to receive the Earnest Deposit pursuant to this Agreement.

Escrow Agent. The parties hereto designate Commercial Title Agency, L.L.C., 201 St. Charles Avenue, Suite 4600, New Orleans, Louisiana 70130, Attn: Steven C. Serio (the “Title Company”) as the escrow agent (the “Escrow Agent”) in connection with this transaction. This Agreement shall serve as escrow instructions and shall be subject to the usual conditions of acceptance of the Escrow Agent, insofar as the same are not inconsistent with any of the terms hereof. By execution of this Agreement, the Escrow Agent agrees that the Earnest Deposit shall be held as a deposit under this Agreement in an interest-bearing account and: # applied against the Purchase Price if Closing occurs; or # delivered to Seller or Buyer, in accordance with the terms of this Agreement upon the written approval of Seller and Buyer, if Closing does not occur. Interest on the Earnest Deposit shall be paid to the party entitled to receive the Earnest Deposit pursuant to this Agreement.

Escrow Agent. At the time of the Closing, and subject to receipt by Escrow Agent or express authorization from each of Purchaser and Seller to commence the Closing, Escrow Agent shall confirm that each party is registered as a transacting user entity on the International Registry, and has appointed Escrow Agent as its professional user entity; and shall thereafter # disburse that portion of the Purchase Price, if any, necessary to secure the release and termination of any Liens, as instructed in writing by Seller; # disburse to the order of Seller, or its designee, the Purchase Price (reduced by any amount disbursed by the Escrow Agent pursuant to Section 5.3(i) above); # retain Purchaser’s 50% share of Escrow Agent’s fees required to be deposited by Purchaser with Escrow Agent hereunder, and retain from the Purchase Price Seller’s 50% share of Escrow Agent’s fees hereunder; # date and file any applicable Lien releases, the FAA Bill of Sale and the FAA Registration Application; # date and deliver the Warranty Bill of Sale to Purchaser; # date and deliver the Receipt to Seller; # register the sale of the Aircraft as a “sale” upon the International Registry established under the Cape Town Convention; and # deliver to the parties a filing memorandum confirming the date and time of Escrow Agent’s filing of the foregoing documents with the FAA and the International Registry in accordance with its standard and customary practices.

Duties of Escrow Agent. Prior to the expiration of the Due Diligence Period, Escrow Agent shall be entitled to rely upon instructions given solely by Purchaser with respect to the Earnest Money. After the expiration of the Due Diligence Period, all instructions to the Escrow Agent must be jointly delivered by Seller and Purchaser. The sole duties of Escrow Agent shall be those described in this Agreement and Escrow Agent shall be under no obligation to determine whether the other parties to this Agreement are complying with any requirements of law or the terms and conditions of any other agreements among said parties. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on the Escrow Agent’s part. The Escrow Agent shall have no duty or liability to verify any such notice, consent order or other document, and its sole responsibility shall be to act as expressly set forth in this Agreement. Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement. If any dispute arises with respect to the disbursement of any monies, Escrow Agent may continue to hold the same pending resolution of such dispute, and the parties to this Agreement hereby indemnify and hold harmless Escrow Agent from any action taken by it in good faith in the execution of its duties under this Agreement. Escrow Agent and its respective representatives shall hold in strictest confidence this Agreement and the terms and conditions contained herein. The provisions of this [Section 25] shall survive the termination of this Agreement.

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