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Exhibit 10.374
EASEMENT INDEMNITY ESCROW AGREEMENT
This EASEMENT INDEMNITY ESCROW AGREEMENT is made and entered into as of the
8 day of September, 2004, by and among Jaffe of Weston, Inc., a Florida
corporation, (hereinafter referred to as "Seller"), Inland Western Knoxville
Harvest, L.L.C., a Delaware limited liability company, (hereinafter referred to
as "Buyer"), and Chicago Title and Trust Company, (hereinafter referred to as
"Escrow Agent") having as its address 171 N. Clark Street, Chicago, Illinois
60601.
WITNESSETH:
WHEREAS, pursuant to that certain Purchase and Sale Agreement dated as of
the 17th day of June, 2004, as heretofore amended, (the "Contract"), Buyer
acquired on and as of the date hereof from Seller certain real property commonly
known as Harvest Towne Center located in Knoxville, Tennessee (the "Property");
and
WHEREAS, Seller, pursuant to a Letter Agreement (the "Letter Agreement")
dated September 2, 2004 (a copy of which is attached hereto as Exhibit A),
Seller agreed to deposit with Escrow Agent the sum of One Hundred Thousand
Dollars ($100,000) (the "Escrow Deposit"); and
WHEREAS, Escrow Agent is willing to accept the Escrow Deposit and hold and
disburse same in accordance with the terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of the premises hereto, the
covenants and agreements hereinafter made, and for Ten and 00/100 Dollars
($10.00) in hand paid to Escrow Agent, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. ESCROW DEPOSIT. Seller hereby deposits with Escrow Agent, and Escrow
Agent hereby acknowledges receipt of the Escrow Deposit. Escrow Agent hereby
agrees to deposit the Escrow Deposit into an interest bearing account with a
bank, savings and loan institution, money market account, or other depository
reasonably satisfactory to Buyer, Seller and Escrow Agent with interest
accruing for the benefit of Seller. The federal taxpayer identification of
Seller is as follows 65-0878136
2. ESCROW DISBURSEMENTS. The Escrow Deposit shall be held in escrow by
Escrow Agent subject to the terms and condition of this Agreement and shall be
disbursed as hereinafter provided:
(a) If Buyer notifies Escrow Agent on or before that date which is thirty
(30) days from the date hereof that it has received the Easement Agreement
referenced in the Letter Agreement and that Chicago Title Insurance Company
has amended Buyer's Owner's Title Policy to insure said Easement, all to
Buyer's satisfaction, then Escrow Agent shall promptly return the Escrow
Deposit to Seller.
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(b) If Buyer notifies Escrow Agent subsequent to that date which is thirty
(30) days after the date hereof that it has not received the Easement
Agreement together with an amendment to its Owner's Policy described in
paragraph 2(a) above in accordance therewith, the Escrow Agent shall pay
the Escrow Deposit to Buyer without further instruction from Seller.
3. ESCROW ADMINISTRATION. The costs of administration of this Escrow
Agreement by Escrow Agent in the sum of Five Hundred and 00/100 Dollars($500.00)
shall be shared equally by Seller and Buyer. This Escrow Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, principals, successors and assigns and shall be governed and construed in
accordance with the laws of the Stale of Illinois. No modification, amendment or
waiver of the terms hereof shall be valid or effective unless in writing and
signed by all of the parties hereto. This Escrow Agreement may be executed in
multiple counterpart originals, each of which shall be deemed to be and shall
constitute an original. If there is any conflict between the terms of this
Escrow Agreement and the terms of the Contract, the terms of this Escrow
Agreement shall control.
4. NOTICES. All notices, requests, consents and other communications
hereunder shall be sent to each of the following parties and be in writing and
shall either be: (i) delivered by facsimile transmission, or (ii) personally
delivered, or (iii) sent by Federal Express or other overnight or same day
courier service providing a return receipt, (and shall be effective when
received, when refused or when the same cannot be delivered, as evidenced on the
return receipt) to the following addresses:
If to Seller: Jaffe of Weston, Inc.
Attention: Mr. David Lasman
555 S.W, 12th Street, Suite 101
Pompano Beach, Florida 33069
Telephone: (954) 933-9105
Facsimile: (954) 933-9107
With a copy to Bruce J. Goldman, Esq.
Seller's Counsel: Law Offices of Bruce J. Goldman, P.A.
2701 Le Jeune Road, Suite 404
Coral Gables, Florida 33134
Telephone: (305) 446-6460
Facsimile: (305) 446-7502
If to Buyer: Inland Real Estate Acquisitions, Inc.
Attention: Steven Sanders
501C Manatee Avenue West
Holmes Beach, Florida 34217
Telephone: (941) 779-1000
Facsimile: (941) 779-2000
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With a copy to: The Inland Real Estate Group, Inc.
Attn: Dennis K. Holland, Esq.
2901 Butterfield Road
Oak Brook, Illinois 60523
Telephone: (630) 218-8000
Facsimile: (630) 215-4900
If to Escrow Agent: Chicago Title Insurance Company
Attention: Nancy Castro
171 North Clark Street
Chicago, Illinois 60601
Telephone: (312) 223-3909
Facsimile: (312) 223-2108
5. COUNTERPARTS. This Escrow Agreement may be executed in counterparts
and shall constitute an agreement binding on all parties notwithstanding that
all parties are not signatories of the original or the same counterpart.
Furthermore, the signatures from one counterpart may be attached to another to
constitute a fully executed original. The Escrow Agreement may be executed by
facsimile.
6. REPORTING. Escrow Agent agrees to deliver to Buyer, on a monthly
basis, a copy of the bank statement of account of the Escrow Deposit. Such
monthly statements shall be delivered to:_____________________________________.
IN WITNESS WHEREOF, each of the parties hereto has caused this Escrow
Agreement to be signed and delivered as of the day and year first above written.
BUYER: INLAND WESTERN KNOXVILLE HARVEST,
L.L.C., a Delaware limited liability company
By: Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation, its sole member
By: /s/ Valerie Medina
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Name: Valerie Medina
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Title: Asst. Secretary
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SELLER: JAFFE OF WESTON, INC., a Florida corporation
By:
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Name:
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Title:
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By: /s/ Bruce J. Goldman
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Name: BRUCE J. GOLDMAN
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Title: Atty.-In-Fact
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ESCROW AGENT: CHICAGO TITLE AND TRUST COMPANY
By:
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