Fill and Sign the Escrow Agreement 497338045 Form

ESCROW AGREEMENT First Party: _____________________________ (Name and Address) Second Party: _____________________________ (Name and Address) Escrow Agent: _____________________________ (Name and Address) First Party and Second Party (individually sometimes called the "Party", or collectively referred to as the "Parties"), and Escrow Agent, all named above, enter into this Escrow Agreement ("Agreement") on the following terms and conditions: 1. The subject matter ("Subject Matter") of this Escrow is the following: (a) First Party has deposited the following with Escrow Agent: (e.g., Draft, Deed, Assignment, Check, etc.) (b) Second Party has deposited the following with Escrow Agent: (e.g., Draft, Deed, Assignment, Check, etc.) 2. With respect to the Subject Matter of this Agreement, Escrow Agent is directed as follows: _____________________________ (List Instructions for Escrow Agent on Handling the Subject Matter of the Escrow) 3. In addition to the directions contained in Section 2, the Escrow Agent is also authorized and directed to deliver the Subject Matter of the Escrow: (i) to one Party upon written direction of the other Party; or, (ii) in accordance with the written instructions of both Parties. 4. Where directions or instructions from both Parties are required, such directions or instructions may be given by separate instruments of similar tenor. Either Party may act through an agent or attorney in fact, provided satisfactory written evi dence of the agent's authority is first furnished to the Escrow Agent. 5. The Parties agree that the following provisions control with respect to the rights, duties, liabilities, privileges, and immunities of the Escrow Agent: a. The Escrow Agent is not a party to and is not bound by or charged with notice of any agreement(s) out of which this Escrow may arise. b. The Escrow Agent acts as a depository only, and is not responsible or liable in any manner for the sufficiency, correctness, genuineness, or validity of all or any part of the Subject Matter of the Escrow, for the form or execution of instruments comprising all or a part of the Subject Matter of the Escrow, or for the identity or authority of any person executing or depositing any instrument. c. In the event Escrow Agent is authorized or directed under the terms of this Agreement to deliver all or any part of the Subject Matter of the Escrow to either of the Parties, the delivery may be made by personal delivery, or depositing it in the United States mail, as registered mail, addressed to the Party to whom delivery is to be made, at the Party's address set out above. d. In the event the Subject Matter of the Escrow consists of or includes a check, draft or other order for payment of money, the Escrow Agent shall deposit such item for collection in accordance with prevailing bank practices, and the Escrow Agent shall not be accountable for the proceeds of such item until the proceeds are received by the Escrow Agent in finally collected funds. e. In the event Escrow Agent is authorized or directed to remit funds held by the Escrow Agent to either of the Parties, the remittance may be made by the Escrow Agent's cashier's check or escrow check, personally delivered, or depos ited in the United States mail, as registered mail, addressed to the Party to whom such remittance is to be made, at the Party's address set out above. f. In the event Escrow Agent becomes involved in litigation in connection with this Escrow, the Parties jointly and severally agree to indemnify and hold Escrow, Agent harmless from and against any and all loss, cost, damages, expenses and attorney's fees suffered or incurred by Escrow Agent. The obliga tions of the Parties under this paragraph shall be performable at the office of the Escrow Agent in the city and state set out above. g. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney, or other paper or document which the Escrow Agent, in good faith, believes to be genuine. h. The Escrow Agent shall not be liable for anything which it may do or refrain from doing under the terms of this Agreement, except its own gross negli gence or willful misconduct. i. In the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties under this Agreement, the Escrow Agent may consult with legal counsel and it shall not incur liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel. j. In the event of any disagreement between the Parties to this Agreement, or between either of them and any other person, resulting in adverse claims or demands being made in connection with the Subject Matter of the Escrow, or in the event the Escrow Agent, in good faith, is in doubt as to what action it should take, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action, so long as such disagreement continues or such doubt exists. In such event, the Escrow Agent shall not be or become liable in any way to any person or to either of the Parties for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until: (i) the rights of the Parties have been fully and finally adjudicated by a court of competent jurisdiction; or, (ii) all differences have been adjusted and all doubt resolved by agreement among all interested persons, and the Escrow Agent is notified of that fact, in writing, signed by all such persons. The rights of the Escrow Agent under this paragraph are cumulative of all other rights which it may have by law or otherwise. (k) Compensation in the amount of $ ___________ for the services of the Escrow Agent shall be paid by _____________________________ . This Agreement is signed by First and Second Party and Escrow Agent and shall become effective on the date it has been executed by all parties. _____________________________ First Party Date: __________________________ _____________________________ Second Party Date: _________________________ Escrow Agent acknowledges receipt of the Subject Matter of the Escrow described above and accepts the same as Escrow Agent, subject to terms and conditions of this Agreement. _____________________________ Escrow Agent Date: __________________________