Real Estate Escrow Release Agreement

REAL ESTATE ESCROW RELEASE AGREEMENT

This Real Estate Escrow Release Agreement (the "Agreement") is entered into as of , by and between Escrow Agent: and Releasing Party: .

Property: . Escrow Account/Reference: .

RECITALS

WHEREAS, pursuant to an escrow arrangement executed previously by the parties, certain funds, instruments and documents (collectively, the "Escrow Property") have been deposited with the Escrow Agent in connection with the transaction affecting the Property referenced above; and

WHEREAS, the Releasing Party represents that all conditions for release specified in the controlling escrow instructions have been satisfied or waived and requests that the Escrow Agent deliver or disburse the Escrow Property as set forth in this Agreement; and

WHEREAS, the Escrow Agent is willing to release and disburse the Escrow Property in accordance with the terms and indemnities provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following definitions apply: "Escrow Funds" means the cash on deposit with the Escrow Agent identified by Escrow Account/Reference above; "Documents" means original instruments, deeds, title documents and other papers held in escrow; "Payee" means the person or entity designated to receive the Escrow Property as set forth in Section 2.

2. RELEASE AND DISBURSEMENT

Subject to the conditions set forth in Section 3, the Escrow Agent shall release and disburse the Escrow Property as follows:

a) Amount to be disbursed: payable to Payee: ; and

b) Documents to be delivered:

3. CONDITIONS PRECEDENT

The Escrow Agent shall not effect any release or disbursement under Section 2 unless each of the following conditions precedent has been satisfied to the Escrow Agent's reasonable satisfaction:

a) Receipt by the Escrow Agent of a written release or instruction signed by the Releasing Party and, where required by the original escrow instructions, by all other parties having rights in the Escrow Property; and

b) Delivery of originals of all Documents described in Section 2(b) and any affidavits, certificates of authority, corporate resolutions or other evidence the Escrow Agent reasonably requests to establish authority to request and accept the release; and

c) No written objection delivered to the Escrow Agent from any person asserting an adverse claim to the Escrow Property prior to receipt of the disbursement instruction, unless such objection is resolved or waived in writing.

4. REPRESENTATIONS AND WARRANTIES

The Releasing Party represents and warrants to the Escrow Agent that: (a) it has full power and authority to execute and deliver this Agreement and to request the release of the Escrow Property; (b) it is the lawful owner of any interest it claims in the Escrow Property subject to the terms of the original escrow instructions; and (c) the execution and performance of this Agreement will not violate any agreement or law applicable to the Releasing Party.

5. INDEMNIFICATION

The Releasing Party shall indemnify, defend and hold harmless the Escrow Agent and its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of or resulting from the Escrow Agent's reliance upon or compliance with this Agreement, including any claim asserted by a third party relating to the Escrow Property, except to the extent such claims result from the Escrow Agent's gross negligence or willful misconduct.

6. LIMITATION OF LIABILITY

The Escrow Agent shall have no liability to any party for any action taken or omitted in good faith hereunder, except for gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for consequential, incidental, punitive or special damages.

7. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the parties at their respective addresses set forth below or at such other address as a party may designate by notice in accordance with this Section.

8. FEES AND EXPENSES

The Releasing Party agrees to pay or reimburse the Escrow Agent for any fees, costs and expenses (including reasonable attorneys' fees) incurred by the Escrow Agent in connection with the preparation, delivery, interpretation or enforcement of this Agreement, and any necessary determinations with respect to competing claims.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located without regard to conflict of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the original escrow instructions and any documents expressly incorporated herein, constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes all prior negotiations and agreements. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be reformed if possible and otherwise severed, and the remainder of this Agreement shall continue in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by the parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

12. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. Each party represents that the person signing on its behalf has been duly authorized to bind such party to this Agreement.

Sign Now