ESCROW AGREEMENT
Escrow Agreement Number: ____________ 2006
Escrow Agreement (“Escrow”) between _______ (Seller), __________ (Buyer) and
LATINAMERICA TITLE COMPANY S.A. (Escrow Agent). Seller and Buyer have
entered into a Preliminary Purchase Agreement (Agreement) by which Seller has agreed to sell to Buyer, who in turn has agreed to purchase, a property located in________________, property number _________, (the Property), survey number ___________________. All capitalized terms, when not defined in this Escrow, will have the same meaning as agreed under the Agreement. For such purposes, this agreement designates the seller as "escrow beneficiary”.
1) In accordance with The Agreement the Parties mutually desire to create an escrow
account with the Escrow Agent for purposes of receiving, holding, managing,
distributing and disbursing the funds deposited as required herein (the "Escrowed
Funds”), subject to the terms and conditions set forth below.
2) The sums indicated in The Agreement shall be deposited with Escrow Agent
according to the following instructions.
3) Any Escrowed Funds shall be deposited into Escrow Agent account, according to the
instructions mentioned in Exhibit “A”.
4) Latinamerica Title Co S.A. hereby agrees to act as Escrow Agent hereunder, to hold
and disburse the Escrowed Funds in accordance with the provisions of this Escrow or
according with the written instructions given by Buyer. Latinamerica Title Co. S.A.
shall comply with disbursement instructions and shall not be responsible for
performing as indicated in said instructions.
5) As payment for the services performed by Escrow Agent, pursuant to this Agreement,
Buyer hereby agrees to pay directly to Escrow Agent an amount equal to 0.25% of
the deposited amounts. Said payment shall be made as follows:
a) 50% with the first deposit;
b) 50% on or before the closing date of the transaction, as mentioned on the
Agreement.
6) The parties hereby agree that the Escrowed Funds shall be disbursed pursuant to the
Disbursement Instructions shown in Exhibit "B", attached hereto and made a part
hereof for all purposes, and subject to the terms of this Escrow.
7) About the funds:
a) Any Escrow Funds shall be deposited as indicated on clause third of this Escrow.
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b) Parties acknowledge that neither the Depositor, Buyer or any intended payee
shall be entitled to earn or receive any interest from the Escrow Fund. c) The Escrow Funds shall not be insured by any governmental or quasi-
governmental institution or by Escrow Agent (Costa Rica does not have FDIC-like
depositor insurance).
d) The Escrow Agent shall not disburse any funds until it has received final credit for
any funds deposited in the Escrow Fund.
e) If the Buyer fails to provide any documentation required by this Escrow or by the
disbursement instructions, the Escrow Agent shall not be liable for any delay in
disbursement, including, without limitation, any amounts payable to third parties.
f) Buyer or any Depositor shall reimburse Escrow Agent for all wire fees, bank
service fees, international calls, facsimile transmissions, express mail or delivery
services, or other services, or out-of-pocket fees and expenses incurred
hereunder.
g) If funds are going to be wired from a corporate account, satisfactory proof as to
the respective representation will be required as well as the signature of such
representative authorizing the disbursement. (A copy of the representative
identification shall be attached)
h) If funds are wired by a third party, such third party shall deliver to Escrow Agent
a release instructions letter for the use of funds pursuant this Escrow
Agreement. Said letter shall be signed by the same person/entity that appears in
the bank statement as the sender of the funds.
i) The payment or deposit of funds through checks, shall be effective as soon as the
funds are credited in the Escrow account.
j) Buyer shall reimburse Escrow Agent for any fees or charges that financial
institutions selected by the Escrow Agent charge for any check, wire returns, fees
or expense charges due to negligence of Buyer or its Depositor.
8) Escrow Agent will not disburse any Escrow Funds until Depositor/Buyer has provided:
(1) Satisfactory samples of signatures of all parties executing instruments in
connection with the escrow;
(2) An Escrow Application;
(3) Any required documents needed by the Escrow Agent or government
authorities.
(4) Evidence of Depositor’s identity satisfactory to Escrow Agent,
(5) All other requirements pursuant to this Escrow Agreement or the Costa
Rican Government. If Depositor is a legal entity, Depositor must provide
Escrow Agent with satisfactory evidence that such legal entity is valid and
in good standing, including, but not limited to, an identification number,
and that the persons executing and delivering any documents or
instructions in connection with the escrow are authorized to do so.
9) In the event any dispute arises with regard to these Escrowed Funds, and/or if Escrow Agent deems it necessary to do so, Escrow Agent shall have, and is hereby granted, the right, at its' sole discretion, to deposit such funds in the registry of a court having jurisdiction over the dispute and deduct from the deposit Escrow Agent's fees and costs, including court cost and attorney fees for the same.
10) The Escrow Agent shall not be liable for anything that it may do or refrain from doing in connection herewith except its own gross negligence or willful misconduct.
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The Escrow Agent is not responsible or liable in any manner whatsoever for the
sufficiency, correctness, genuineness or validity of the subject matter of any escrow
established pursuant to this Agreement, or any documents, instructions or directions
received by the Escrow Agent hereunder; and, the undersigned Parties agree to
indemnify protect, defend and hold the Escrow Agent harmless from all losses, costs,
damages, liabilities, expenses, and attorneys' fees suffered or incurred by the
Escrow Agent as a result of any and all claims asserted against the Escrow Agent
with respect to any act or omission by the Escrow Agent taken in good faith in any
and all matters covered by this Escrow Agreement in accordance with the
instructions or directions set forth herein, except as caused by the Escrow Agent's
gross negligence or willful misconduct.
11) Miscellaneous Provisions.
a. Business Day. The term "business day," as used herein, shall mean any calendar day that is not Saturday, Sunday or legal holiday.
b. No Oral Modification. This Agreement may not be modified, amended or altered except by an agreement in writing signed by the Parties and acknowledged by Escrow Agent.
c. Governing Law. This Agreement has been prepared, is being executed and delivered, and is intended to be performed in the Republic of Costa Rica, and the substantive laws of such state shall govern the validity, construction, enforcement and interpretation of this Agreement. Venue of any case or controversy arising under or pursuant to this Agreement shall lie in San José, Costa Rica.
d. Notices. Any notice required or sought to be delivered hereunder shall be deemed delivered to:
Escrow Agent: Latinamerica Title Co. S.A.
Seller: _____________________
Buyer: _______________________
e. Payment. All payments required to be made by Escrow Agent under this Agreement shall be made within two business days of Escrow Agent's receipt of notice.
By the execution hereof, the undersigned Parties fully agree to the terms of this Agreement.
Executed this the _______ day of ______________, 2007.
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EXHIBIT A
DEPOSIST INSTRUCTIONS OF ESCROW FUNDS.
Any Escow Fund shall be deposited according to the following instructions:
1. Escrow Agent shall be notified by the Depositor of any wire transfers or deposits made in the escrow account. Such notification must clearly indicate the following: a)Name, surname, nationality and identification number of depositor. b) Amount deposited.
c) Escrow contract number.
d) Date.
e) Copy of the bank?s receipt, which serves as proof that the wire transfer or
deposit was made.
f) Copy of any other document required by the Escrow Agent.
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EXHIBIT B
DISBURSEMENT INSTRUCTIONS
TOTAL PURCHASE PRICE: US$ __________________
(a) Reservation Deposit: US$ 10,000 (the “Deposit” or “Reservation Deposit”) upon execution of the Reservation Agreement between Buyer and Seller. The Reservation Deposit shall become part of the first non-refundable progress payment upon the execution of the Purchase and Sale Agreement. (PSA) Before execution of the PSA, reservation deposit is fully refundable, upon request by Buyer.
Progress Payments: The progress payments due, during the course of construction of the Unit are:
; $10,000 upon delivery to the Escrow Agent of a copy of PSA duly executed;
; $_balance of 10% minus $10,000 upon delivery to the Escrow Agent of a letter
signed by ______________ , indicating the receipt of all permits with stamps;
; $___30%_ upon deliver to the Escrow Agent of a letter signed by
____________ , indicating construction of the building in which the Unit is
located;
; $_____30%__ upon deliver to the Escrow Agent of a letter signed by architect ,
indicating completion of the roof structure of the building in which the Unit is
located.
(b) Balance: US$ _30% due on or before the Closing, as provided in the PSA, plus all Closing costs, upon deliver to the Escrow Agent of a letter signed by ______________ , indicating completion of the Unit and the building in which the Unit is located. The estimated amount of the Closing costs shall be set forth in the PSA.
All payments are to be made by bank wire to the account of Escrow Agent and are payable in United States Dollars.
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EXHIBIT C
DEPOSITOR/BUYER INFORMATION
DEPOSITOR:
Name: _______________________________________
Occupation: ___________________________
Passport Number: _____________________
Address:
______________________________________________________________
_____________
Phone: ________________________________
Fax: _________________________________
Email: _______________________________
Amount of transaction: ________________
Date of closing: _______________________
Bank
References_____________________________________________________
___
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EXHIBIT D
DISBURSEMENT POLICIES AND DOCUMENTS REQUIRED
DOCUMENTS REQUIRED TO OPEN ESCROW ACCOUNT
1. Client Information completed and signed. Due to bank regulations we are not
allowed to receive funds without having the Escrow Documents duly signed
and received at our offices.
2. Copy of governmental I.D. or passport (applicable to individuals and legal
representatives of corporations).
3. If depositor is a corporation: sufficient documents of legal representative (showing
legal capacity to act on behalf of the company, such as bylaws, power of attorneys,
etc.), and copy of corporate I.D.
4. If money was deposited through wire transfer: copy of the wire transfer receipt (add
an additional $27. 25 to total amount transfer due to international bank commission
fees).
DISBURSEMENT POLICIES
1. Completion of Wire Transfers – Four (4) days prior to proposed closing date.
2. Legal Documents/Transactional information provided to LATC – Seven (7)
days prior to propose closing date or closing date could be subject to change.
3. Closing date is subject to change if these requirements are not met.
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