Reso 2001-342 - Laserfiche WebLink

Home Browse Search

readily ascertainable by the parties on the date of this Agreement; and that the parties desire to liquidate by agreement the amount of Seller's recovery from Buyer in such event. Both parties understand that the agreed damages may be more or less than the actual damages which Seller may incur on account of Buyer's default. After consideration of all of the foregoing, Buyer and Seller hereby agree that in the event of Buyer's default under this Agreement (provided that Seller is not then in default), Seller shall be entitled to retain the Deposit, together with all interest accrued thereon, as liquidated damages as Seller's sole remedy on account of such default, plus reasonable attorneys' fees and costs of collection should litigation ensue; provided, however, if Buyer fails to deliver the Deposit as required under this Agreement, then Seller's remedies shall be limited to the right to collect the Deposit from Buyer and to retain the Deposit as liquidated damages, plus reasonable attorneys' fees and costs of collection should litigation ensue. 3.3 Escrow. Promptly after Escrow Agent's receipt of the Option Fee, the Option Fee shall be deposited by the Escrow Agent in an interest-bearing account (the "Option Fee Account"). Promptly after Escrow Agent's receipt of the Deposit, the Deposit shall be deposited by the Escrow Agent in a separate interest-bearing account (the "Deposit Account"; together with the Option Fee Account being hereinafter collectively referred to as the "Accounts"). The Accounts shall be at Gibraltar Bank, Citibank, F.S.B., or any other federally insured banking institution selected by the Escrow Agent (the "Bank"). As used herein, the term "Escrow Funds" means the Option Fee and the Deposit, together with all interest which from time to time accrues thereon. The Escrow Agent shall have no liability for the failure of the Bank to return the Escrow Funds when requested or for any other default, action or inaction on the part of the Bank. Buyer and Seller each understand that it takes some time to deposit the Option Fee and the Deposit in the Accounts and some time to withdraw the Escrow Funds from the Accounts in anticipation of the Closing contemplated under this Agreement, and that the Escrow Funds will earn no interest during such times. Seller represents that its correct taxpayer identification number is 22-6774731. Upon request by the Escrow Agent, Buyer and Seller shall each execute a Payer's Request for Taxpayer Identification Number (IRS Form W-9) and shall deliver the same to the Escrow Agent. All interest earned on the Option Fee shall be paid to the party to whom the Option Fee is payable under this Agreement. All interest earned on the Deposit shall be paid to the party to whom the Deposit is payable under this Agreement. Buyer and Seller acknowledge that the Escrow Agent is serving as escrow holder as an accommodation for the parties. The Escrow Agent shall not be liable for any actions or refusal to take any action undertaken in good faith or upon reliance upon documentation which it believes to be genuine. Unless the Escrow Agent has received written authorization from the Buyer to pay the Escrow Funds (or a portion thereof) to the Seller or a closing statement or other written instructions as to the disbursement of the Escrow Funds signed by both Buyer and Seller or a final order of a court of competent jurisdiction directing the disbursement of the Escrow Funds, the Escrow Agent shall send to Seller and Buyer notice of any other proposed disbursement of the Escrow Funds and not disburse such Escrow Funds until ten (10) days after such notice is sent in order to allow for objections to such proposed disbursement. In the event 1-MI/413923,3 4