Preview
FILED: KINGS COUNTY CLERK 01/26/2020 10:27 PM INDEX NO. 527036/2019
NYSCEF DOC. NO. 24 RECEIVED NYSCEF: 01/26/2020
ESCROW AGREEMENT
Neil Fink Esq. of Fink & Zelmanovitz, P.C., with offices located at 3839 Flatlands Avenue,
Suite 206, Brooklyn, New York 11234 ("Escrowee"), hereby acknowledges receipt of the
Confession of Judgement dated of even date herewith executed by Michael Lichtenstein and Toby
Moskowitz ("Defendants") in favor of Shaul Kopelowitz ("Plaintiff") , copies of which are
annexed hereto as Exhibit A the( "Escrow Documents"), which it agrees to hold in escrow in
accordance with the terms and conditions hereinafter set forth:
1. If Defendants shall pay the sum of 6,250,000.00 plus interest at 5% per month
20th
accruing from April 2018 until today, and then 5 % for each and every month
thereafter (the "Payment in Full ") , then Escrowee is authorized to tear up or return
the Escrow Documents to Defendants
2. If at any time between the date hereof and the date of Payment in Full, Defendants
either default personally or on behalf of 564 St Johns LLC under that certain loan
of $97,250,000.00 made by Arbor Realty Trust to 564 St. Johns LLC on even date
herwith, or ifdefendants default any provision of the Operating Agreement of 564
St Johns LLC or the Addendum to Operating Agreement of 564 St Johns LLC of
eve date herwith , and do not cure said defaults within 30 days, then Escrowee is
authorized immediately and without any further notice to file the Confession of
Judgement with the County Clerk.
3. The Escrowee shall have no duties or responsibilities and makes no representations
except those set forth in this Agreement and shall incur no liability in acting upon
any signature, notice, request, waiver, consent, receipt or other paper or document
believed by the Escrowee to be genuine. The Parties hereby agree to indemnify and
save the Escrowee harmless from and against any and all loss, damage, claims,
liabilities,judgments and other costs and expenses of every kind and nature which
attorneys'
may be incurred by the Escrowee (including fees) by reason of its
FILED: KINGS COUNTY CLERK 01/26/2020 10:27 PM INDEX NO. 527036/2019
NYSCEF DOC. NO. 24 RECEIVED NYSCEF: 01/26/2020
acceptance of, and its performance under, this Agreement unless caused by the
gross negligence or the willful default of the Escrowee.
4. The Escrow Agent shall be protected in relying upon the accuracy, acting in
reliance upon the contents, and assuming the genuineness of any notice, demand, certificate,
signature, instrument or other document which is given to the Escrow Agent without verifying the
truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
5. The Escrow Agent shall not be bound in any way by any other agreement or
understanding between the parties hereto, whether or not the Escrow Agent has knowledge thereof
or consents thereto unless such consent is given in writing.
6. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow
Agent in good faith and believed by the Escrow Agent to be authorized or within its rights or
powers conferred upon itby this Agreement, except for damage caused by the gross negligence or
willful misconduct of the Escrow Agent.
7. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same instrument.
8. A facsimile and/or pdf copy of original signature(s) shall be deemed original for
purposes of this Agreement.
NO FURTHER TEXT
SIGNATURE PAGE FOLLOWS
FILED: KINGS COUNTY CLERK 01/26/2020 10:27 PM INDEX NO. 527036/2019
NYSCEF DOC. NO. 24 RECEIVED NYSCEF: 01/26/2020
3rd
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
day of August, 2018.
ESCROWEE:
Fink & Zelmanovitz, P.C. Toby Mosk witz
By: Neil Fink, Esq Micha Lichtenstein
Title: Partner
Preview
FILED: KINGS COUNTY CLERK 01/26/2020 10:27 PM INDEX NO. 527036/2019 NYSCEF DOC. NO. 24 RECEIVED NYSCEF: 01/26/2020 ESCROW AGREEMENT Neil Fink Esq. of Fink & Zelmanovitz, P.C., with offices located at 3839 Flatlands Avenue, Suite 206, Brooklyn, New York 11234 ("Escrowee"), hereby acknowledges receipt of the Confession of Judgement dated of even date herewith executed by Michael Lichtenstein and Toby Moskowitz ("Defendants") in favor of Shaul Kopelowitz ("Plaintiff") , copies of which are annexed hereto as Exhibit A the( "Escrow Documents"), which it agrees to hold in escrow in accordance with the terms and conditions hereinafter set forth: 1. If Defendants shall pay the sum of 6,250,000.00 plus interest at 5% per month 20th accruing from April 2018 until today, and then 5 % for each and every month thereafter (the "Payment in Full ") , then Escrowee is authorized to tear up or return the Escrow Documents to Defendants 2. If at any time between the date hereof and the date of Payment in Full, Defendants either default personally or on behalf of 564 St Johns LLC under that certain loan of $97,250,000.00 made by Arbor Realty Trust to 564 St. Johns LLC on even date herwith, or ifdefendants default any provision of the Operating Agreement of 564 St Johns LLC or the Addendum to Operating Agreement of 564 St Johns LLC of eve date herwith , and do not cure said defaults within 30 days, then Escrowee is authorized immediately and without any further notice to file the Confession of Judgement with the County Clerk. 3. The Escrowee shall have no duties or responsibilities and makes no representations except those set forth in this Agreement and shall incur no liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by the Escrowee to be genuine. The Parties hereby agree to indemnify and save the Escrowee harmless from and against any and all loss, damage, claims, liabilities,judgments and other costs and expenses of every kind and nature which attorneys' may be incurred by the Escrowee (including fees) by reason of its FILED: KINGS COUNTY CLERK 01/26/2020 10:27 PM INDEX NO. 527036/2019 NYSCEF DOC. NO. 24 RECEIVED NYSCEF: 01/26/2020 acceptance of, and its performance under, this Agreement unless caused by the gross negligence or the willful default of the Escrowee. 4. The Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to the Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document. 5. The Escrow Agent shall not be bound in any way by any other agreement or understanding between the parties hereto, whether or not the Escrow Agent has knowledge thereof or consents thereto unless such consent is given in writing. 6. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within its rights or powers conferred upon itby this Agreement, except for damage caused by the gross negligence or willful misconduct of the Escrow Agent. 7. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 8. A facsimile and/or pdf copy of original signature(s) shall be deemed original for purposes of this Agreement. NO FURTHER TEXT SIGNATURE PAGE FOLLOWS FILED: KINGS COUNTY CLERK 01/26/2020 10:27 PM INDEX NO. 527036/2019 NYSCEF DOC. NO. 24 RECEIVED NYSCEF: 01/26/2020 3rd IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day of August, 2018. ESCROWEE: Fink & Zelmanovitz, P.C. Toby Mosk witz By: Neil Fink, Esq Micha Lichtenstein Title: Partner