ESCROW AGREEMENT



ESCROW AGREEMENT

RE:

SELLERS: ____________________________________________________________________

BUYERS: ____________________________________________________________________

LENDER: ____________________________________________________________________

ESCROW AGENT: ____________________________________________________________

PROPERTY ADDRESS: _________________________________________________________

DATE OF CLOSING: __________________________________________________________

In connection with the closing of the property referenced above, the undersigned Sellers and Buyers have agreed, and hereby direct, that seller’s funds in the amount of and 00/100 DOLLARS($___________________) are being paid to Escrow Agent in a non-interest (interest) bearing account as partial security for the seller’s performance of:

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(the “work”).

It is understood and acknowledged that these funds are being held by Escrow Agent solely as an accommodation to the parties to allow the completion of the scheduled closing. In dealing with and disbursing such funds, Escrow Agent shall not be liable for any damage, liability or loss arising out of or in connection with the services rendered by the Escrow Agent pursuant to this Agreement, except for damage, liability or loss resulting from the willful or negligent misconduct of the Escrow Agent or his/her employees. The Escrow Agent shall be under no liability or obligation to take any action under or in respect to this Agreement, which in his or her opinion shall be likely to involve expenses or liability to the Escrow Agent, other than holding the Escrow Funds as provided herein, and disbursing the Escrow Funds as herein above provided, unless the Escrow Agent shall be paid the amount of such expenses or be furnished security reasonably satisfactory to him or her against such liability and expense. In the event of any litigation between Buyer and Seller as a result of which Escrow Agent incurs any attorneys fees, costs or expenses relative to his or her obligations under this Agreement, then such fees, costs and expenses may be deducted from the escrowed funds.

In the event that on or before _________________, 20__________, the Seller has not completed the work as necessary to obtain a release of the Escrowed Funds, then in that event, the Seller hereby authorizes the Escrow Agent to______________________________________.

REBA Form 33

The parties hereby acknowledge and agree that Federal Deposit Insurance for the Escrow Funds, if any, is limited to a cumulative maximum amount of $100,000.00 for each individual depositor for all of the depositor’s accounts at the same or a related institution. The parties further hereby acknowledge and agree that certain banking instruments such as, but not limited to, repurchase agreements and letters of credit, are not covered at all by Federal Deposit Insurance. The parties acknowledge and agree that the Escrow Agent shall have no obligation or liability with respect to insuring the Escrow Funds or with respect to the solvency of the depository institution, or otherwise with respect to the appropriateness of the solvency of the depository institution, or otherwise with respect to the appropriateness of the depository institution for purposes of the deposit(s) contemplated hereby. Further, the parties understand that the Escrow Agent assumes no responsibility for, nor will they hold the Escrow Agent liable for, any loss occurring which arises from the fact that (a) the amount of the account or accounts contemplated hereby may cause the aggregate amount of any individual depositor’s account or accounts to exceed $100,000.00, (b) that this excess amount is not insured by the Federal Deposit Insurance Corporation, or (c) that Federal Deposit Insurance is not available on certain types of bank instruments.

Escrow Agent makes no representation, express or implied, that the funds escrowed in said amount will be sufficient to cover the cost of the work.

In the event the funds held in escrow by Escrow Agent are insufficient to cover the cost of the work, the undersigned Buyers agree to look to the Sellers exclusively for payment or satisfaction of any such deficiency over and above the amount of funds escrowed. Seller’s liability hereunder is not limited to the amount of the Escrowed Funds.

No funds shall be disbursed without the written permission of all parties to this agreement or their attorneys. In the event of any disagreement hereunder, or in the absence of any written instructions, Escrow Agent may retain the Escrowed Funds pending written instructions mutually given or, in the sole discretion of Escrow Agent:

a. pay said funds into a Court of competent jurisdiction, and commence an interpleader action, deducting first any reasonable legal fees incurred in doing so, or,

b. submit the dispute for at least three (3) hours of mediation to REBA Dispute Resolution, a subsidiary of the Real Estate Bar Association for Massachusetts, or to another mediator as the parties may agree. Mediation sessions shall be conducted within seven (7) days of the date on which the mediator receives a request for mediation from the Escrow Agent. The rules and procedures of REBA Dispute Resolution or such alternative mediator shall govern the mediation, and the cost and fees of REBA Dispute Resolution or such other mediator shall be shared equally by the Seller and Buyer.

Any agreement resolving the dispute which is signed by the Seller and Buyer pursuant to a mediation conference, shall be binding upon the parties thereto. In the event that the Seller and Buyer are unable to resolve their dispute by mediation, either party shall be entitled to proceed to litigation or if mutually agreeable, other dispute resolution procedures.

REBA Form 33

In the event that either party proceeds to litigation as provided herein, the Escrow Agent may deduct any reasonable legal fees incurred as Escrow Agent, and the amount so deducted shall be assessed to the party commencing litigation.

Buyer and Seller acknowledge that Escrow Agent may be acting as counsel for the Seller, Buyer and/or Lender, and agree that Escrow Agent may continue to act as such counsel, notwithstanding any dispute or litigation arising with respect to the deposit or his or her duties as an Escrow Agent.

Executed as a sealed instrument this ____________day of ______________20_______.

Escrow Agent

By:_________________________

Buyer: Seller:

________________________________ ________________________________

________________________________ ________________________________

Comment

1. When asked to serve as Escrow Agent a lawyer's ability to fully represent his/her client's interests may be limited inasmuch as the Escrow Agent will be bound by the terms of the Escrow Agreement and obligated to remain neutral in connection with the disbursement of the Escrowed Funds.

2. The client should be advised that a lawyer's duty is to be a vigorous advocate for his/her client and that there are circumstances where a lawyer's ability to meet that obligation will be limited by acting as Escrow Agent.

3. It should be recommended to the client that the lawyer can best represent the client if all parties select a third party to act as the Escrow Agent.

4. This advice should be communicated in writing to the client and acknowledged by the client in those instances where the client still requests that his/her lawyer act as Escrow Agent.

(5-11-98) REBA Form 33

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