Earnest Money

Agreement Required: See the agreement below in order to access our secure earnest money portal.

On this September 29th, 2022, the undersigned agrees to deposit earnest money (“Deposit”) with South Oak Title, LLC, or one of its Partner locations (“Settlement Agent”) in furtherance of a real estate transaction.

NOW THEREFORE, in furtherance of said transaction, and on the condition that Settlement Agent shall hold said earnest money deposit, the undersigned does hereby agree to be bound by and held to the following terms and conditions of this Earnest Money Agreement:

  1. The terms of the Agreement are incorporated herein by reference, and Settlement Agent agrees to abide by such terms as they may be applicable to Settlement Agent. All capitalized items not otherwise defined therein shall have the meanings ascribed to them in the Agreement.
  2. The Deposit shall be delivered to and held by Settlement Agent as provided for in the Agreement.
  3. With respect to delivering the Deposit in accordance with the Agreement, in the event that Settlement Agent receives conflicting instructions from the parties to the aforementioned real estate transaction or determines in good faith that a bonafide dispute exists as to whether Settlement Agent is obligated to deliver the Deposit, or as to whom said Deposit is to be delivered, Settlement Agent, at its option, (a) may refuse to comply with any claims or demands on it and continue to hold the Deposit until (1) Settlement Agent receives written notice signed by the Seller and the Purchaser directing the release and delivery of the Deposit, in which event Settlement Agent shall then release and deliver the Deposit in accordance with said direction, or (ii) Settlement Agent receives a certified copy of a final non appealable judgment of a court of competent jurisdiction directing the release and delivery of the Deposit, in which event Settlement Agent shall then release and deliver the Deposit in accordance with said direction, or (b) may take such affirmative steps as Settlement Agent may elect in order to substitute another impartial party reasonably satisfactory to the Seller and the Purchaser (whose consents to such substitution shall not be unreasonably withheld), to hold the Deposit, including, without limitation, the deposit thereof in a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof, including attorney’s fees and appellate fees, to be the joint and several obligation of the Seller and the Purchaser, (but, as between the Seller and the Purchaser, such costs shall be borne by whichever of the Seller or the Purchaser is the losing party, or in accordance with any mutual agreement of the Seller and the Purchaser if neither party is the losing party).
  4. Settlement Agent is acting as a stakeholder only with respect to the Deposit. It is agreed that the duties of Settlement Agent are only as herein specifically provided, and are purely ministerial in nature, and that the Settlement Agent shall incur no liability whatsoever except for willful misconduct or gross negligence. The Seller and the Purchaser each release Settlement Agent from any act done or omitted to be done by Settlement Agent in good faith in the performance of its duties hereunder.
  5. The Seller and the Purchaser shall jointly and severally indemnify, defend (with counsel acceptable to the Settlement Agent) and hold harmless Settlement Agent from and against all loss, cost, claim, liability, damage and expense, including reasonable attorneys' fees and disbursements incurred in connection with the performance of Settlement Agent's duties hereunder, except with respect to actions or omissions taken or suffered by Settlement Agent in bad faith, in willful disregard of this Earnest Money Agreement, or involving gross negligence on the part of Settlement Agent, (the "Indemnified Matters") (but, as between the Seller and the Purchaser, the cost of such Indemnified Matters shall be shared equally, except to the extent that such Indemnified Matters are attributable to the breach by the Seller or the Purchaser of the Agreement or this Earnest Money Agreement, in which event the cost shall be borne by whichever of the Seller or the Purchaser is not the breaching party.
  6. The parties agree and acknowledge that Settlement Agent has no liability in connection with Deposit in the event of failure or insolvency of the financial institution in which the Deposit is deposited.
  7. In its capacity as Settlement Agent, Settlement Agent shall not be responsible for the genuineness or validity of any security, instrument, document or item deposited with it, and shall have no responsibility other than to faithfully follow the instructions contained herein, and it is fully protected in acting in accordance with any written instrument given to it hereunder by any of the parties hereto and believed by Settlement Agent to have been signed by the proper person. Settlement Agent may assume that any person purporting to give any notice hereunder and representing that they have authority to do so has been duly authorized to do so.
  8. Settlement Agent shall have no duties or responsibilities other than those expressly set forth herein. Settlement Agent shall have no duty to enforce any obligation of any person to make any payment or delivery or to enforce any obligation of any person to perform any other act. Settlement Agent shall be under no liability to the other parties hereto or to anyone else by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under any such document.
  9. Settlement Agent shall be entitled to approve (not to be unreasonably withheld or delayed) any and all counsel who may be retained to defend or prosecute any action on behalf of Settlement Agent or under or arising out of this Earnest Money Agreement.
  10. It is expressly agreed that this Earnest Money Agreement is for the sole benefit of the parties hereto and shall not be construed or deemed to be made for the benefit of any third party or parties.
  11. This Earnest Money Agreement and the obligations of the parties hereunder shall be interpreted, construed, and enforced in accordance with the laws of the State of Alabama.
  12. If any provision of this Earnest Money Agreement or the application thereof to any entity, person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Earnest Money Agreement and the application of such provisions to other entities, persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
  13. This Earnest Money Agreement contains the entire understanding between the parties hereto. No variations, modifications or changes hereof shall be binding upon any party hereto unless set forth in a document duly executed by all parties hereto.
  14. Whenever used herein, the singular number shall include the plural, and the use of any gender shall include all genders. Obligations under this Earnest Money Agreement shall be binding upon the Seller and the Purchaser, jointly and severally. This Earnest Money Agreement shall be binding upon and enforceable between the Seller and the Purchaser, their heirs, executors, administrators, legal representatives, successors, assigns or trustees.
  15. This Earnest Money Agreement may be executed in multiple original counterparts, all of which shall be deemed originals and with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one and the same instrument.
  16. Each party waives the right to a jury trial of any dispute relating to this Earnest Money Agreement.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Earnest Money Agreement as of the date first above written.

Executed this September 29th, 2022.

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