Agenda - 08-27-2012 - C1 - Laserfiche WebLink

Browse Search

8.4 Interpleader, Except as provided in Paragraph 8.2, Seller and Purchaser mutually agree that in the event of any controversy regarding the Earnest Money, unless mutual written instructions are received by the Title Company directing the Earnest Money's disposition, the Title Company shall not take any action, but instead shall await the disposition of any proceeding relating to the Earnest Money or, at the Title Company's option, the Title Company may interplead all parties arid deposit the Earnest Money with a court of competent jurisdiction in which event the Title Company may recover all of its court costs and reasonable attorneys' fees. Seller or Purchaser, whichever loses in any such interpleader action, shall be solely obligated to pay such costs and fees of the Title Company, as well as the reasonable attorneys' fees of the prevailing party in accordance with the other provisions of this Agreement. 8.5 Liability`of Title Company The parties acknowledge that the Title Company is acting solely as a stakeholder at their request and for their convenience,that the Title Company shall not be deemed to be the agent of either of the parties, and that the Title Company shall not he liable to either of the parties for any action or omission on its part taken or made in good faith. and not in disregard of this Agreement, but shall be liable for its negligent acts and for any loss, cost or expense incurred by Seller or Purchaser resulting from the Title Company's mistake of law respecting the Title Company's scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold the Title Company harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of the Title Company's duties hereunder, except with respect to actions or omissions taken or made by the Title Company in bad faith, in disregard of this Agreement or involving negligence on the part of the Title Company. 8.6 Escrow Fee. Except as expressly provided herein to the contrary, Purchaser agrees to pay a reasonable escrow fee charged by the Title Company for holding the Earnest Money or conducting the Closing. ARTICLE 9:MISCELLANEOUS 9.1 Commissions. If the purchase and sale contemplated herein occurs, Seller will pay Broker a four percent (4%) commission at Closing. Seller and Purchaser represent and warrant each to the other that with the exception of Broker they have not dealt with any real estate broker, sales person or finder in connection with this transaction. In the event of any claim for broker's commissions, finder's fees or similar compensation in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, each party shall indemnify and hold harmless the other party from and against any such claim based upon any statement, representation or agreement of such party. 9.2 Parties Bound. This Agreement shall be binding upon and inure to the benefit of Seller's heirs and representatives and the parties'respective successors and assigns of the parties. 9.3 Other Offers. During the pendency of this Agreement, Seller will not enter into any contracts or agreements (whether binding or not) regarding any disposition of the Property. Notwithstanding the foregoing, Seller may engage in discussions with third parties regarding the Property and a possible a back—up position should this Contract tenninate. Such discussions shall not include any mention of the terms or conditions contained herein, which Seller agrees to keep confidential. Buyer acknowledges that Seller may enter into a lease for all or a portion of the Property provided such tenant does not interfere with Purchaser's inspections,testing and other operations on the Property and is required to vacate the Property no less than thirty(30)days prior to Closing. 9.4 Conditions to Closing. It shall be a condition to each party's obligation to close that the other party's representations and warranties herein contained are true in all material respects as of the Date of this Agreement. 9.5 Headings. The article and paragraph headings of this Agreement are for convenience only and in no way limit or enlarge the scope or meaning of the language hereof. 9.6 Invalidity and Waiver. If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce -8-