AG 2006 05 15 - Laserfiche WebLink

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deliver all such additional and further deeds, affidavits, instruments, certificates and documents, as Purcljtaser, Purchaser's counselor Purchaser's title insurer may reasonably require fully to vest in and assure to Purchaser full right, title and interest in and to the Property to the full extent contemplated by this Agreement and otherwise to effectuate the purchas~ and sale of the Property as contemplated by and provided for in this Agreement. All the provisions of this Agreement (including, without limitation, the representations, covenants and warranties of Seller as set forth in this Agreement), shall survive the conslfmmation of the purchase and sale of the Property on the Closing Date, the delivery of the deed to Purchaser and the payment of the Purchase Price. Notwithstanding any provision of this Agreement to the contrary, the indemnification provisions of paragraphs 5 and 17 of this Agreement shall survive any termination of this Agreement. 18. Escrow Agent / Earnest Money. Escrow Agent h.ereby agrees to hold, administer and disburse the Earnest Money pursuant to this Agreement as an independent agent and not as an agent of either party. Under no circumstand~s whatsoever shall the Earnest Money be deemed to belong to either party unless and until such party shall have a right to receive the Earnest Money in accordance with the'terms hereof. In the event of a dispute between Purchaser and Seller sufficient in the sole discretion of the Escro)N' Agent to justify its doing so, Escrow Agent shall be entitled to tender the Earnest Money into the registry or custody of any court of competent jurisdiction), together, with such legal pleadings as it may deem appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement relating to the handliI)g and disposition of the Earnest Money. Any such legal action may be brought in such court as Escrow Agent shall determine to have jurisdiction thereof. Seller and Purci).aser do hereby indemnify and hold Escrow Agent harmless from and against any and all actions, claims and costs (including court costs and attorneys' fees) arising out of or jn connection with the Earnest Money, excepting therefrom only those actions, claims artd costs arising out of Escrow Agent's negligence, willful default or breach of trust. 19. General provisions. (a) ~tices. All notices and communications required, necessary or desired to be igiven pursuant to this Agreement, including a change of address for purposes ofr notice, shall be in writing and shall be deemed effective and given upon per~onal delivery, or upon receipt or rejection of same if delivered by overnight couri~r service, postage prepaid and addressed as follows: G-B Page 12 of 18