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22. Applicable Law. This Contract shall be construed and interpreted in accordance <br /> with the laws of the State of North Carolina. <br /> 23. Successors and Assigns. This Contract shall be binding upon and shall inure to the <br /> benefit of the parties and their respective successors and assigns. <br /> 24. Assignment. This Contract is freely assignable by Buyer, and Seller agrees to close <br /> with Buyer's assignee, and to be bound by all terms and conditions set forth in this Contract with <br /> such assignee as if such assignee were the Buyer. In the event of an assignment by Buyer, Buyer <br /> agrees to deliver a copy of such assignment to Seller. Notwithstanding any such assignment by <br /> Buyer, Buyer shall not be relieved from any of its liabilities or obligations under this Contract until <br /> the purchase of the Property by its assignee has been consummated or Buyer has otherwise been <br /> released from liability by Seller. <br /> 25. Recitals and Exhibits. The recitals and exhibits contained/referred to in/attached to <br /> this Contract are incorporated herein in full by reference. <br /> 26. Duties and Responsibilities of Escrow Agent. <br /> a. Throughout the term of this Agreement, Escrow Agent shall hold and <br /> disburse the Earnest Money in accordance with the terms and conditions as set forth herein-below. <br /> Escrow Agent will not commingle funds received by it in escrow with funds of others and shall <br /> invest such funds in a money market account with a national bank whose depositors are insured by <br /> the Federal Deposit Insurance Corporation and is reasonably acceptable to Buyer. Escrow Agent <br /> shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of any <br /> such investment vehicle or fund. The Earnest Money will be held by the Escrow Agent and applied <br /> as partial payment of the Purchase Price on the Closing Date (as hereinafter defined) or otherwise <br /> disbursed as provided in this Agreement. <br /> b. Seller and Buyer agree (i) that Escrow Agent shall be a stakeholder only and <br /> not liable for any losses, costs or damages it may incur in performing its responsibilities hereunder <br /> unless such losses, costs or damages shall arise out of the willful default or gross negligence of <br /> Escrow Agent or its agents, (ii) that Escrow Agent shall be entitled to rely on (a) a receipt from <br /> Buyer of the written notice of termination of this Agreement dated on or before the last day of the <br /> Due Diligence Period, or (b) a written notice of other permitted termination in accordance with the <br /> terms contained herein, for purposes of disbursing the Earnest Money; and (iii) that in the event of a <br /> dispute hereunder between Seller and Buyer(or their successors or assigns), Escrow Agent shall have <br /> the right, exercisable in its sole discretion, to be discharged by tendering unto the registry or custody <br /> of any court of competent jurisdiction, the closing documents and the Earnest Money, together with <br /> any such legal pleadings as it deems appropriate. Buyer and Seller shall indemnify and hold <br /> harmless Escrow Agent for all of its expenses, costs and reasonable attorney's fees incurred in <br /> connection with said interpleader action. <br /> C. Seller and Buyer shall share equally in the responsibility for paying any <br /> reasonable fees charged by Escrow Agent. <br /> d. Escrow Agent shall not be liable for any loss or damage resulting from the <br /> following: (i) any default, error, action or omission of any other party; (ii) the expiration of any time <br /> Page 11 of 27 <br /> Attachment number 1 \n <br /> G-4 Page 142 <br />