AG 2016 07 18 - Laserfiche WebLink

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funds in a money market account with a national bank whose depositors are insured by the Federal Deposit Insurance Corporation and is reasonably acceptable to Buyer. Escrow Agent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of any such investment vehicle or fund. The Earnest Money will be held by the Escrow Agent and applied as partial payment of the Purchase Price on the Closing Date (as hereinafter defined) or otherwise disbursed as provided in this Agreement. b. Seller and Buyer agree (i) that Escrow Agent shall be a stakeholder only and not liable for any losses, costs or damages it may incur in performing its responsibilities hereunder unless such losses, costs or damages shall arise out of the willful default or gross negligence of Escrow Agent or its agents, (ii) that Escrow Agent shall be entitled to rely on (a) a receipt from Buyer of the written notice of termination of this Agreement dated on or before the last day of the Due Diligence Period, or (b) a written notice of other permitted termination in accordance with the terms contained herein, for purposes of disbursing the Earnest Money; and (iii) that in the event of a dispute hereunder between Seller and Buyer (or their successors or assigns), Escrow Agent shall have the right, exercisable in its sole discretion, to be discharged by tendering unto the registry or custody of any court of competent jurisdiction, the closing documents and the Earnest Money, together with any such legal pleadings as it deems appropriate. Buyer and Seller shall indemnify and hold harmless Escrow Agent for all of its expenses, costs and reasonable attorney's fees incurred in connection with said interpleader action. C. Seller and Buyer shall share equally in the responsibility for paying any reasonable fees charged by Escrow Agent. d. Escrow Agent shall not be liable for any loss or damage resulting from the following: (i) any default, error, action or omission of any other party; (ii) the expiration of any time limit unless such time limit was known to Escrow Agent and such loss is solely caused by failure of Escrow Agent to proceed in its ordinary course of business; (iii) any loss or impairment of funds while on deposit with a federally insured Bank resulting from failure, insolvency or suspension of such institution; (iv) Escrow Agent complying with any and all legal process, writs, orders, judgments and decrees of any court whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed. e. Escrow Agent shall be entitled to rely upon the instructions and other matters covered thereby, and shall not be required to investigate the authority of the person executing and delivering such instructions, or otherwise verify the accuracy of the statements of information presented therein. f. Any interest earned on the funds held in escrow shall be accumulated and added to the Earnest Money and shall be taxable to that party to whom the Earnest Money is ultimately disbursed pursuant to the terms of this Agreement. 27. Further Assurances Each of the parties hereby agrees to execute and deliver such further agreements and take such further actions as the other may reasonably request to affect the intent and purpose of this Contract. 28. Entire Agreement; Time of the Essence This Contract merges all prior negotiations and understandings between the parties, and constitutes their entire agreement for the purchase and sale of the Property, which is binding upon Buyer and Seller when executed by Seller, regardless of Page 12 of 17 Attachment number 8 \n G -2 Page 142