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Auction Bid Deposit Escrow Agreement (Auction.com) Bidder Information

Auction Bid Deposit Escrow Agreement (Ultra Escrow) - Auction.com

Auction Bid Deposit Escrow Agreement (Ultra Escrow) - Auction.com

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14351 Myford Road, Suite HTustin, CA 92780Tel: (877) 272-1113Fax: (714) 388-3973<strong>Auction</strong> <strong>Bid</strong> <strong>Deposit</strong> <strong>Escrow</strong> <strong>Agreement</strong>(<strong>Auction</strong>.<strong>com</strong>)<strong>Auction</strong> ID #: ____________<strong>Auction</strong> Date: ____________Parties to this <strong>Auction</strong> <strong>Bid</strong> <strong>Deposit</strong> <strong>Escrow</strong> <strong>Agreement</strong> (<strong>Auction</strong>.<strong>com</strong>) (“<strong>Agreement</strong>”) are Ultra <strong>Escrow</strong> Incorporated, asservicing agent (“Servicer”), and the bidder identified below (“<strong>Bid</strong>der”). Servicer will act as <strong>Bid</strong>der’s servicing agent for thepurpose of holding funds in reserve for the sole purpose indicated in this <strong>Agreement</strong>.<strong>Bid</strong>der <strong>Information</strong>Registered <strong>Bid</strong>der's Name:Auth. Entity Representative:Mailing Address:City: State: Zip:Daytime Phone:Mobile Phone:Preferred Email Address:For deposits made by wire, please provide bank information from which the wire will be sent to Servicer:Bank Name:Account Name:Routing Number:Account Number:GENERAL TERMS OF AUCTION DEPOSIT:1. <strong>Bid</strong>der agrees to deposit with Servicer the amount indicated on the <strong>Bid</strong> <strong>Deposit</strong> Instructions attached hereto as Exhibit A andincorporated herein by reference (“<strong>Deposit</strong> Instructions”), by cashier’s check or wire transfer of immediately available funds (the “<strong>Bid</strong><strong>Deposit</strong> Amount”). Any <strong>Bid</strong> <strong>Deposit</strong> Amount paid by cashier’s check must be received by Servicer no later than three (3) business daysprior to the auction identified above (the “<strong>Auction</strong>”) to ensure that such check is deposited and collected before the <strong>Auction</strong>. Any <strong>Bid</strong><strong>Deposit</strong> Amount paid by wire transfer must be received by Servicer, and not subject to chargeback or recall, prior to the <strong>Auction</strong>.Servicer shall have no liability for any <strong>Bid</strong> <strong>Deposit</strong> Amount not received in time to ensure collection of funds prior to the <strong>Auction</strong>.2. One (1) <strong>Agreement</strong> and one (1) set of <strong>Deposit</strong> Instructions may be submitted for multiple assets only if all assets are associated withthe same <strong>Auction</strong> and each asset is individually delineated on the <strong>Deposit</strong> Instructions with an individualized deposit amount for eachasset. In the event that the <strong>Bid</strong> <strong>Deposit</strong> Amount includes funds for multiple assets, each individualized deposit amount will be treatedas a separate deposit associated with the particular asset specified in the <strong>Deposit</strong> Instructions.3. <strong>Bid</strong>der directs Servicer to provide <strong>Auction</strong>.<strong>com</strong> with the details of this <strong>Agreement</strong> and the fact of receipt of <strong>Deposit</strong> Instructions andthe <strong>Bid</strong> <strong>Deposit</strong> Amount to facilitate <strong>Bid</strong>der's qualification for participation in the <strong>Auction</strong>.4. The <strong>Bid</strong> <strong>Deposit</strong> Amount will be held in Servicer’s non-interest bearing escrow trust account.5. <strong>Bid</strong>der has the option at any time prior to the <strong>Auction</strong> to withdraw as a bidder and request that the <strong>Bid</strong> <strong>Deposit</strong> Amount be returnedby contacting Servicer’s office listed at the top of this page with a mailed/faxed written statement of cancellation and request for thereturn of the <strong>Bid</strong> <strong>Deposit</strong> Amount.6. If <strong>Bid</strong>der is not the winning bidder for any asset at the <strong>Auction</strong>, the entire <strong>Bid</strong> <strong>Deposit</strong> Amount shall be returned to the <strong>Bid</strong>der withinseven (7) business days after the close of the <strong>Auction</strong>.7. <strong>Bid</strong>der hereby irrevocably agrees that if <strong>Bid</strong>der is the winning bidder for any asset at the <strong>Auction</strong>, Servicer may transfer the <strong>Bid</strong> <strong>Deposit</strong>Amount (or portion thereof) associated with such asset to the designated escrow/closing agent immediately following the conclusionof the <strong>Auction</strong> without further authorization or direction from <strong>Bid</strong>der. In addition, if <strong>Bid</strong>der fails to (1) timely execute and return thepurchase documentation for such asset as required by the <strong>Auction</strong> terms and conditions or (2) timely submit the required EarnestMoney <strong>Deposit</strong> for such asset as required by the <strong>Auction</strong> terms and conditions, then Servicer may release to <strong>Auction</strong>.<strong>com</strong> (and<strong>Auction</strong>.<strong>com</strong> may retain) the <strong>Bid</strong> <strong>Deposit</strong> Amount (or applicable portion thereof) without further authorization or direction from<strong>Bid</strong>der. Any remaining balances shall be returned to the <strong>Bid</strong>der within seven (7) business days after the close of the <strong>Auction</strong>.© 2014 ULTRA ESCROW INCORPORATED AUCTION BID DEPOSIT ESCROW AGREEMENT (AUCTION.COM) 03252014 PAGE 1 OF 3


TERMS AND CONDITIONS1. Rights, Duties and Responsibilities of Servicer. Servicer is acting hereunder only as <strong>Bid</strong>der’s escrow agent for the limited purposeof holding and disbursing funds in accordance with the provisions of this <strong>Agreement</strong>, and Servicer is not responsible or liable inany manner whatsoever for the sufficiency, correctness, genuineness, or validity of any instrument or for the identity, authority,or rights of any person executing or depositing it. Notwithstanding any provision herein incorporating other instruments byreference, Servicer shall not be charged with notice of the terms of any such instruments, and its duties, responsibilities, andimmunities shall be determined solely by reference to this <strong>Agreement</strong>.2. Notices. All notices, requests, consents, demands and other <strong>com</strong>munications required or permitted to be given or made underthis <strong>Agreement</strong> shall be in writing and shall be deemed to have been duly given when delivered to the parties at their respectiveaddresses or numbers set forth in this <strong>Agreement</strong> (a) on the date of personal delivery, or (b) three (3) business days following thedate of deposit in the United States mail, postage prepaid, by registered air mail, return receipt requested, or (c) on the date oftransmission by telegram, cable, telex, or telephonic facsimile transmission, as evidenced by written confirmation of successfultransmission, or (d) on the date following delivery to a nationally recognized overnight courier service.3. Relationship. <strong>Bid</strong>der understands and agrees that Servicer has no authority, express or implied, to act as agent for <strong>Bid</strong>der otherthan for the limited purpose of holding and disbursing funds in accordance with the provisions of this <strong>Agreement</strong>. <strong>Bid</strong>der furtheragrees that <strong>Bid</strong>der has no right or authority whatsoever to direct or control the actions of Servicer other than Servicer’s limitedundertakings as explicitly set forth in this <strong>Agreement</strong>.4. Dispute. In the event of conflicting claims to the funds held pursuant to this <strong>Agreement</strong>, <strong>Bid</strong>der expressly agrees that Servicershall have the right, at its election, to discontinue any acts or services under this <strong>Agreement</strong>, terminate this <strong>Agreement</strong>, or<strong>com</strong>mence an interpleader action in the appropriate court requiring the claimants to answer and litigate their several claims andrights among themselves, and Servicer is authorized to deposit with the clerk of the court all documents and funds held in escrowon behalf of <strong>Bid</strong>der pursuant to this <strong>Agreement</strong>. In the event such action is filed, <strong>Bid</strong>der severally agrees to pay all cancellationcharges and costs, expenses and reasonable attorneys' fees which Servicer is required to expend or incur in such interpleaderaction, the amount thereof to be fixed and judgment therefore to be rendered by the court. Upon the filing of an interpleaderaction, Servicer shall be fully and <strong>com</strong>pletely absolved from all further obligation or liability under this <strong>Agreement</strong>.5. Attorneys’ Fees; Choice of Law and Venue. <strong>Bid</strong>der agrees that <strong>Bid</strong>der is severally liable to Servicer for all attorneys’ fees and costsincurred by it relating to this <strong>Agreement</strong> or the underlying transaction, whether or not suit is filed, including any attorneys’ feesand costs incurred as part of any court, bankruptcy, arbitration proceeding, or appeal. This <strong>Agreement</strong> shall be governed by andconstrued in accordance with the laws of the State of California. <strong>Bid</strong>der agrees that jurisdiction and venue for any court actionshall be in the Superior Court of California, County of Orange.6. Severability. In the event any provision of this <strong>Agreement</strong> is found to be invalid, illegal or unenforceable, the validity, legality orenforceability of the remaining provisions shall not in any way be affected or impaired.7. Facsimile and Electronic Signatures. Facsimile copies of documents, documents executed, scanned and transmittedelectronically, and electronic signatures shall be deemed original signatures for purposes of this <strong>Agreement</strong> and all mattersrelated thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures.8. Entire <strong>Agreement</strong>. This <strong>Agreement</strong> constitutes the entire understanding between Servicer and <strong>Bid</strong>der. No amendment ormodification of this <strong>Agreement</strong> shall be effective unless set forth in writing and signed by both Servicer and <strong>Bid</strong>der.It is understood by the parties signing this <strong>Agreement</strong> that the <strong>Agreement</strong> sets forth the <strong>com</strong>plete instructions between Servicer,as escrow agent, and <strong>Bid</strong>der, as principal, for the escrow transaction embodied in the <strong>Agreement</strong>. Read this <strong>Agreement</strong> carefullyand do not sign it unless it is acceptable to you.DATE:BIDDER:[Insert <strong>Bid</strong>der Corporate Name, if applicable, or Individual Signature]SERVICER:Ultra <strong>Escrow</strong> IncorporatedByBy________________________________[Signature and Title of Authorized Corporate Officer, if applicable,or Printed Name of Individual]AFTER COMPLETING AND SIGNING THIS AGREEMENT, PLEASE FAX OR E-MAIL THIS FORM TO:FAX: (714) 388-3973 - E-MAIL: bidderdeposit@ultra-escrow.<strong>com</strong>EACH PARTY HAS READ AND AGREES THAT THE INFORMATION GIVEN IS ACCURATE AND AGREES TO THE TERMS AND CONDITIONS ON ALL PAGES OF THE AGREEMENT© 2014 ULTRA ESCROW INCORPORATED AUCTION BID DEPOSIT ESCROW AGREEMENT (AUCTION.COM) 03252014 PAGE 2 OF 3


Exhibit ABID DEPOSIT INSTRUCTIONSRegistered <strong>Bid</strong>der's Name:1.2.3.4.5.Asset ID No. Asset Address <strong>Bid</strong> <strong>Deposit</strong> AmountTOTAL BID DEPOSIT AMOUNT:CASHIER’S CHECK INSTRUCTIONS:<strong>Bid</strong>der should make cashier’s check payable to: Ultra <strong>Escrow</strong> IncorporatedPlease send cashier’s checks to the physical address at the top of page one. Cashier’s checks must be received no later than three(3) business days before the <strong>Auction</strong> to ensure that they are deposited and collected before the <strong>Auction</strong>. Please reference <strong>Bid</strong>der’sname and the <strong>Auction</strong>.<strong>com</strong> <strong>Auction</strong> Number on the cashier’s check.WIRING INSTRUCTIONS:ACCOUNT NAME:Ultra <strong>Escrow</strong> IncorporatedAccount # 555034342BANK INFORMATION:City National BankSpecialty <strong>Deposit</strong>s555 South Flower StreetLos Angeles, CA 90071ABA (ROUTING) NUMBER:122016066ACCOUNT NUMBER:555034342For the Benefit of:Ultra <strong>Escrow</strong> IncorporatedPlease Reference:<strong>Bid</strong>der Name, Telephone Number, and<strong>Auction</strong> ID#(NOTE: THIS REFERENCE IS CRITICAL!FAILURE TO USE THIS REFERENCE IN THEWIRE WILL RESULT IN IT BEINGREJECTED.)BID DEPOSIT RETURN INSTRUCTIONIn the event the <strong>Bid</strong> <strong>Deposit</strong> Amount needs to be returned to <strong>Bid</strong>der, this instruction should be pre-executed directingthe return of the <strong>Bid</strong> <strong>Deposit</strong> Amount, if necessary. By executing this <strong>Agreement</strong>, <strong>Bid</strong>der authorizes Servicer to returnthe <strong>Bid</strong> <strong>Deposit</strong> Amount to <strong>Bid</strong>der using the following method:Return Method (Please Check):Overnight Delivery (Check shall be made out to the Registered <strong>Bid</strong>der and sent to the address set forth in this <strong>Agreement</strong>)Wire Transfer (A wire shall be sent to the same financial institution and account from which it was received by Servicer)<strong>Bid</strong>der hereby irrevocably agrees and instructs that Servicer shall not accept nor abide by any alternative instructionsrequiring funds to be sent in another manner other than the Return Methods set out above.4849-2059-3950, v. 5© 2014 ULTRA ESCROW INCORPORATED AUCTION BID DEPOSIT ESCROW AGREEMENT (AUCTION.COM) 03252014 PAGE 3 OF 3

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