10/16/12 Special - Laserfiche WebLink

Home

such claims, liabilities, judgments, attorney's fees and other expenses resulting from the negligence, breach of fiduciary duty or willful misconduct of Escrow Agent or Escrow Agent's failure to comply with the terms of this Earnest Money Escrow Agreement. 5. In the event Escrow Agent receives written notice of default, non-performance, dispute or exercise of right under the Purchase Agreement from Seller or Buyer accompanied by a demand for delivery to such party of the Deposit, Escrow Agent is immediately to give written notice to the other party of such claim and accompanying demand. In the event the other party fails to dispute or object to such claim and demand within five (5) business days from the date of Escrow Agent' s written notice, Escrow Agent is authorized to deliver the Deposit to the party making such claim and demand. In the event the other party disputes or objects to the aforesaid claim and demand within the 5-business day period prescribed herein, Escrow Agent is not to deliver the Deposit deposited hereunder without receipt of a mutual agreement of the parties, in writing, or appropriate court order. In such an event, Escrow Agent shall either hold the same, or at Escrow Agent's election, deposit the same with a court of competent jurisdiction to determine how the Deposit should be disbursed. Escrow Agent shall be entitled to rely on the decision of such court with respect to the disposition of the Deposit. In the event of any dispute regarding disposition of any portion of the Deposit, Escrow Agent shall be entitled to consult with its counsel and receive reimbursement for all reasonable expenses of such consultation with respect to its duties as Escrow Agent. All such expenses shall be paid from the Deposit deposited herein to the extent such funds are sufficient, with an amount equal to the same being promptly paid to the recipient of the Deposit, whether Buyer or Seller, by the non -prevailing party in the dispute, whether Buyer or Seller. Subject to the foregoing, this Agreement shall at all times be subject to the joint order of Seller and Buyer and upon such joint order Escrow Agent shall deliver the Deposit as instructed by such joint order. 6. There shall be no escrow fee hereunder. 7. All notices, requests, demands, elections, offers, acceptances and other communications required or desired to be delivered hereunder shall be in writing and shall be deemed given, effective and received (whether refused or received) (the "Effective Date of Notice") on the earliest of (a) the date of personal delivery; (b) ten (10) days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested; (c) one (1) business day after deposit with a national overnight air courier, fees prepaid; or (d) the date of transmission via facsimile machine confirmed by the sender's machine facsimile transmission, or electronic mail sent to the intended addressee at the address set forth below, provided that a copy of the facsimile or electronic mail also is sent to the intended addressee by one of the means described in clauses (a) or (c) above; provided however, that if the notice is sent via electronic mail and the addressee responds via electronic mail, such response shall be deemed to constitute receipt by the addressee, in which case it shall not be necessary to send an original of the electronic mail communication as provided above. All of the communications describe in this Paragraph shall be addressed to the appropriate party at its address listed below: To Seller: The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota Ramsey Municipal Center\ 7550 Sunwood Drive 1 amsey, Minnesota 55303 Attention: Kurt Ulrich, Executive Director Telephone: 763-427-1410 Facsimile: 763-427-5543 Email: kurt.ulrich@cityoframsey.com 84959-004\1553027_4,doc B-2