Agenda - Council - 07/12/2016 - Laserfiche WebLink

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suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. Escrow Agent assumes no liability except that expressed in this Agreement and shall have no responsibility or liability to RTC or DRH or either of them or their respective successors or assigns for any action taken by Escrow Agent in good faith upon receipt of any instrument or other writing believed by Escrow Agent to be genuine and believed to be properly signed and presented. In the event the Deposit shall be attached or levied upon pursuant to an order of any court or the delivery and/or disposition thereof shall be stayed or enjoined by an order of any court, or any other order, judgment or decree shall be made or entered by any court affecting the Deposit, or any act of Escrow Agent, Escrow Agent is hereby expressly authorized in its sole discretion to obey and comply with all such writs, orders, judgments or decrees so entered or issued, withoutrthe necessity of inquiry whether such court has jurisdiction; and in the event Escrow Agent obeys and complies with any such writ, order, judgment or decree, Escrow Agent shall not be liable to RTC or DRH or either of them or to any other person, firm or corporation by reason of suth compliance. RTC and DRH jointly and severally, and each of them, hereby agree to indemnify and hold harmless Escrow Agent of and from any and all liabilities, claims, demands, causes of action, loss, cost or expense (including without limitation reasonable attorneys' fees either paid to retained attorneys or amounts representing the fair value of legal services rendered to itself), either at law or in equity, which may arise out of or are in any way connected with Escrow Agent's being a party to this Agreement or to its performance of its duties under this Agreement; provided, however, that RTC and/or DRH do not assume liability for and shall not indemnify Escrow Agent in the event of the willful misconduct or gross negligence on the part of Escrow Agent. Escrow Agent shall not be liable or responsible for the validity, enforceability or sufficiency of any documents furnished under this Agreement; nor shall Escrow Agent be responsible for any representation or statements of the parties, provided, however, that if Escrow Agent obtains actual knowledge of any misrepresentation in any documents furnished under this Agreement, it shall promptly notify the parties in writing. The foregoing notwithstanding, in no event shall this provision or the terms of this Escrow Agreement in any way supercede, negate, or in any way limit the responsibility of Escrow Agent with respect to the policy of title insurance issued by Escrow Agent in favor of DRH regarding the Property. 9. Notice. Any notice, demand or request which may be permitted, required or desired to be given in connection with this Agreement shall be given in writing and directed to RTC, DRi-I or Escrow Agent, as the case may be, as follows: If intended for RTC: Ramsey Town Center LLC 4200 Central Ave. N.E. Minneapolis, MN 55421 Attention: President with a copy to: Dorsey & Whitney LLP 50 South Sixth Street Suite 1500 Minneapolis, MN 55402 Attn: Mark E. Hamel, Esq. 2435260v2 1210868480 820716