Fill and Sign the Mississippi Agreement 497314316 Form

ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Agreement"), is made and entered into this       day of       20       , by and among       Attorneys at Law ("Escrow Agent"),       , a       corporation ("Buyer"), and       , a       Corporation ("Seller"). WHEREAS, Seller and Buyer have entered into a certain Asset Purchase Agreement dated             , 20       ("Contract"); and WHEREAS, Seller, Buyer and the Escrow Agent have agreed that the Escrow Agent shall receive, hold, and distribute or disburse the funds to be escrowed as provided Section 4 of the Contract ("Funds") pursuant to the provisions of this Agreement, and that the provisions of this Agreement shall supersede any inconsistent provisions of the Contract; and WHEREAS, the Escrow Agent shall hold the Funds beginning on             , 20       and ending on the Closing Date of the Contract; and WHEREAS, the Escrow Agent has consented to act as escrow depository and to receive and hold the Funds to be deposited in escrow for the parties upon the terms and conditions hereinafter set forth. NOW THEREFORE, it is hereby agreed as follows: 1. Deposit. The Escrow Agent shall receive and hold in escrow on the terms and conditions hereinafter set forth, the Funds in its trust account, which bears no interest. 2. Disbursements. The amounts held by the Escrow Agent shall be disbursed by Escrow Agent to Seller as part of the closing of the Contract upon notification from Buyer that Buyer is satisfied that Seller has fulfilled its obligations, warranties and covenants under the Contract and that Buyer desires to consummate the transaction. If the Contract is terminated as provided in Section 18 thereof, then Escrow Agent shall upon three (3) days notice of such termination disburse and deliver the Funds to Buyer. 3. Liability of Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to pay or transfer any Funds hereunder unless the same has been first received by the Escrow Agent pursuant to the provisions of this Agreement. The Escrow Agent acts hereunder as depositary only, and is not responsible or liable in any manner for the insufficiency, correctness, genuineness or validity of any instrument deposited with it hereunder, or with respect to the form or execution of the same, or identity, authority, or right of any person executing or depositing or receiving the same. The Escrow Agent shall use reasonable diligence in the performance of its obligations hereunder but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Agreement in good faith. The Escrow Agent shall not be bound or in any way affected by any notice of any modification, cancellation, abrogation or recision of this Agreement or any amendments thereto, or of any factor or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in writing, delivered to it, signed by all the parties to this Agreement, and by all such other persons as may be affected thereby, nor, in the case of a modification to this Escrow Agreement, unless such modification shall be satisfactory to the Escrow Agent. In no event shall Escrow Agent be liable except for gross negligence. In the event Escrow Agent is a party to any legal proceeding or court action the parties hereto agree to indemnify, defend and hold harmless Escrow Agent from all expenses of or liability in said proceedings 4. Resolution of Disputes. In the event of any disagreement between the Escrow Agent, Seller and Buyer, or any other person, resulting in adverse claims and demands being made in connection with or for any documents or Funds involved herein, or affected hereby, the Escrow Agent shall be entitled to refuse to comply with any demand or claim, as long as such disagreement shall continue, and in so refusing to make any delivery or other disposition of any documents or Funds involved or affected hereby the Escrow Agent shall, not be or become liable to Buyer or Seller for its refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to refuse and refrain to act until: (a) All differences shall have been adjusted by agreement and the Escrow Agent shall have been notified thereof in writing, signed by all the parties interested, or (b) The rights of the adverse claimants shall have been fully adjudicated in a court assuming and having jurisdiction of the parties and documents and Funds involved herein or affected hereby. The Escrow Agent is hereby given the right to bring an action in interpleader in such a court to resolve the rights of the adverse claimants to the documents or Funds deposited with it pursuant to this Agreement. 5. Notices. All notices sent pursuant to this Agreement shall be in writing, signed by the party sending the notice, and shall be sent first class mail, postage prepaid, or hand delivered to the recipient. For the purposes of this Agreement, notices shall be sent to the parties at the following addresses:                   6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi. IN WITNESS WHEREOF, the parties have executed this Agreement the       day of       , 20       . BY:___________________________________________       BY: ____________________ _____       BY:____________________________________________       BY: _________________________       STATE OF MISSISSIPPI COUNTY OF       PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named       , who acknowledged to me that he/she is President of       , and who acknowledged that he/she signed and delivered the above and foregoing instrument on the date and year therein mentioned, for and on behalf of said corporation after first having been duly authorized so to do. GIVEN under my hand and official seal, this the       day of       , 20       . __________________________ NOTARY PUBLIC MY COMMISSION EXPIRES:       STATE OF MISSISSIPPI COUNTY OF       PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named       , who acknowledged to me that he/she is President of       , and who acknowledged that he/she signed and delivered the above and foregoing instrument on the date and year therein mentioned, for and on behalf of said corporation after first having been duly authorized so to do. GIVEN under my hand and official seal, this the       day of       , 20       . ____________________________ NOTARY PUBLIC MY COMMISSION EXPIRES:       STATE OF MISSISSIPPI COUNTY OF       PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named       , and who acknowledged that he/she signed and delivered the above and foregoing instrument on the date and year therein mentioned, for and on behalf of said partnership after first having been duly authorized so to do. GIVEN under my hand and official seal, this the       day of       , 20       . __________________________ NOTARY PUBLIC MY COMMISSION EXPIRES: