Common use of Deposit Instructions Clause in Contracts

Deposit Instructions. The Escrow Agent joins hereinbelow to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead such amount to an appropriate court of law pending resolution of the dispute. (e) The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest, if any, earned thereon shall be added to the funds deposited by Buyer. Escrow Agent shall be entitled to rely upon the accuracy of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such funds.

Deposit Instructions. The Escrow Agent joins hereinbelow herein below to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) 6.3.1 The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) 6.3.2 The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) 6.3.3 The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in 6.3.4 In the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (e) 6.3.5 The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest, if any, Interest earned thereon shall be added to the funds deposited by Buyer. Escrow Agent , and shall be entitled to rely upon the accuracy become part of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such fundsDeposit.

Deposit Instructions. The Escrow Agent joins hereinbelow herein below to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in In the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (e) The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest, if any, Interest earned thereon shall be added to the funds deposited by Buyer. Escrow Agent shall be entitled to rely upon the accuracy of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such funds.

Deposit Instructions. The Escrow Agent joins hereinbelow herein below to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) The Escrow Agent shall be reimbursed on an equal basis by Buyer ▇▇▇▇▇ and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in In the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (e) The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest, if any, Interest earned thereon shall be added to the funds deposited by Buyer. ▇▇▇▇▇. (f) For purposes of clarification, the Escrow Agent shall be entitled differentiated from the Title Company. The provisions of this Section 5.3 shall not limit the Title Company’s obligations under the Title Policy (including, without limitation, the assurances given by the Title Company that the Ancillary Agreements conveying title to rely upon the accuracy of the taxpayer identification number provided to Escrow Agent Buyer were duly authorized, executed and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such fundsdelivered).

Deposit Instructions. (a) The Escrow Agent Title Company joins hereinbelow in this Agreement to evidence its agreement to hold and disburse such funds the Deposit received by it in accordance with the terms and conditions of this AgreementParagraph 28 and pursuant to written instructions of Seller and Buyer. Further, the The following provisions shall control with respect to the rights, duties and liabilities of the Escrow AgentTitle Company. (ai) The Escrow Agent Title Company acts hereunder under this Agreement as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow AgentTitle Company, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (bii) The Escrow Agent Title Company shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent Title Company shall have no liability except for its own willful misconduct or gross negligence. (ciii) If demand for the Deposit is made upon the Title Company by either Seller or Buyer, with a copy to the non-demanding party, the non-demanding party shall have five (5) business days to object in writing to the demand for the Deposit. (iv) The Escrow Agent Title Company shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent Title Company arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow AgentTitle Company, should the Escrow Agent Title Company deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (dv) Subject to Section 3.6 of this Agreement, in In the event of a dispute between the parties hereto Seller and Buyer with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent Title Company shall be entitled, at its own discretiondiscretion but shall not be required, to interplead deliver such amount to an appropriate a court of law pending resolution competent jurisdiction. In the event of any disagreement between Seller and Buyer resulting in conflicting instructions to, or adverse claims or demands upon the Title Company with respect to the release of the disputeDeposit, the Title Company may refuse to comply with any such instructions, claims or demands so long as such disagreement shall continue, and in so refusing the Title Company shall not release the Deposit, or make any other disposition of the Deposit. The Title Company shall not be or become liable in any way to Seller or Buyer for its failure or refusal to comply with any such conflicting instructions or adverse claims or demands, and it shall be entitled to continue to refrain from acting until such conflicting or adverse claims or demands shall have been (a) adjusted by agreement and it shall have been notified in writing by Seller and Buyer or (b) finally determined by a court of competent jurisdiction in Miami-Dade County, Florida. (evi) The Escrow Agent Title Company shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest. (vii) Seller and Buyer hereby jointly and severally indemnify and agree to indemnify and save the Title Company harmless for any and all loss, if anydamage, earned thereon shall claims, liabilities, judgments, and other cost and expense of every kind and nature which may be added to incurred by the funds deposited Title Company by Buyer. Escrow Agent shall be entitled to rely upon reason of its acceptance of, and its performance under this Agreement (including, without limitation, reasonable attorney’s fees) except any acts or omissions arising from the accuracy of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency Title Company’s willful default or inability of the depository to pay such fundsnegligence.

Deposit Instructions. The Escrow Agent joins hereinbelow in the execution of this Agreement to evidence its agreement to hold and disburse such the funds constituting the Deposit in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) The Escrow Agent acts shall act hereunder as a depository only and is shall not be responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person Person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct misconduct, gross negligence or gross negligenceillegal acts or its material breaches of its obligations pursuant to this Agreement. (c) The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller Rockpoint for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in In the event of a dispute between among the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (e) The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreementsecurities. Interest, if any, Interest earned thereon shall be added to the funds deposited by Buyer. Buyer pursuant to this Agreement. (f) Subject to Section 5.3(g) hereof, Escrow Agent shall be deliver the Deposit to Rockpoint or to Buyer, as the case may be, under the following conditions: (i) to Rockpoint, at the Closing; or (ii) to Rockpoint, following receipt by Escrow Agent of a written demand therefor from Rockpoint stating that Buyer has defaulted in the performance of Buyer’s obligations under this Agreement and specifying the Section of this Agreement which entitles Rockpoint to receipt of the Deposit, provided Buyer has not given an Objection Notice in accordance with the provisions set forth below; or (iii) to Buyer, following receipt by Escrow Agent of a written demand therefor from Buyer stating that this Agreement was terminated under circumstances entitling Buyer to the return of the Deposit, and specifying the Section of this Agreement which entitles Buyer to the return of the Deposit, in each case provided Rockpoint has not given an Objection Notice in accordance with the provisions set forth below; or (iv) to Buyer or Rockpoint as directed by (x) joint written instructions of Buyer and Rockpoint or (y) the non-appealable order of a court of competent jurisdiction. (g) Upon the receipt by Escrow Agent of notice of any written demand (a “Demand Notice”) by any party (the “Demanding Party”) claiming that such party is entitled to rely upon the accuracy Deposit, Escrow Agent shall promptly (but no later than three (3) Business Days after Escrow Agent’s receipt of such Demand Notice) deliver a copy of the taxpayer identification number provided Demand Notice to the other party (if the Demanding Party is Buyer, the “other party” shall be Rockpoint). The other party (the “Objecting Party”) shall have the right to object to the delivery of the Deposit by giving notice of such objection to Escrow Agent and used (such notice, an “Objection Notice”) at any time on or before the fifth (5th) Business Day after the Objecting Party’s receipt of a copy of the Demand Notice from Escrow Agent, but not thereafter. If the Objecting Party does not deliver such Objection Notice within such period of five (5) Business Days, then the Objecting Party shall be deemed to establish have waived its right to object to Escrow Agent’s compliance with such demand for delivery of the account in which the Escrow Funds are heldDeposit. Upon receipt of an Objection Notice, Escrow Agent shall have promptly give a copy of the Objection Notice to the party that filed the Demand Notice. The foregoing period of five (5) Business Days does not constitute a cure period in which Buyer or Rockpoint, as the case may be, shall be required to accept tender of cure of any default under this Agreement. If Escrow Agent receives the Objection Notice provided for in this Section 5.3(g) within the time therein prescribed, then Escrow Agent shall continue to hold the Deposit until (A) Escrow Agent receives joint notice from the Demanding Party and the Objecting Party directing the disbursement of the Deposit, in which case Escrow Agent shall then disburse the Deposit in accordance with said direction, (B) litigation is commenced between the Demanding Party and the Objecting Party, in which case Escrow Agent may deposit the Deposit with the clerk of the court in which said litigation is pending, or (C) Escrow Agent takes such affirmative steps as Escrow Agent may elect, at Escrow Agent’s option, in order to terminate Escrow Agent’s duties hereunder (but in no liability event disbursing the Deposit), including depositing the Deposit in court and commencing an action for interpleader, the costs thereof to be borne by whichever of the Demanding Party and the Objecting Party is the losing party in the event of failure, insolvency or inability of the depository to pay such fundslitigation described in clause (B) above.

Deposit Instructions. The Escrow Agent joins hereinbelow herein below to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s 's receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) The Escrow Agent shall be reimbursed on an equal basis by Buyer Purchaser and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in In the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (e) The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest, if any, Interest earned thereon shall be added to the funds deposited by Buyer. Escrow Agent shall be entitled to rely upon the accuracy of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such fundsPurchaser.

Deposit Instructions. (a) The Escrow Agent joins hereinbelow herein below to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (ab) The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s 's receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (bc) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (cd) The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (de) Subject At the Closing, Escrow Agent shall deliver the Deposit to Seller. If a party to this Agreement believes that it is entitled to payment of the Deposit (or any portion thereof) in accordance with the terms of this Agreement other than in connection with the Closing, such party shall make a written demand upon Escrow Agent for payment of the Deposit to it setting forth in reasonable specificity the basis for its belief, and instructions for disbursement of the funds requested. Upon receipt of a written demand from Seller or Buyer claiming entitlement to disbursement of any portion of the Deposit pursuant to the provisions of this Agreement (other than a disbursement to Seller at Closing), Escrow Agent shall promptly forward a copy thereof to the other such party (i.e., Buyer or Seller, whichever did not claim such funds pursuant to such notice) and, unless such other party, within ten (10) business days following receipt of notice of such demand, notifies Escrow Agent in writing of any objection it has to such requested disbursement of the Deposit, Escrow Agent shall disburse the Deposit to the party demanding the same and shall thereupon be released and discharged from any further duty or obligation hereunder. If the party that did not initially demand disbursement of the Deposit notifies Escrow Agent of an objection to such disbursement within the specified ten (10) business day period, Escrow Agent shall hold the disputed amount in escrow until it receives a written direction signed by both parties or an order issued by a court or, if the parties have elected arbitration, an arbitrator selected by the parties. Notwithstanding the foregoing or anything to the contrary contained herein, in the event Buyer elects or is deemed to have elected to terminate this Agreement in conformity with all of the provisions of Section 3.6 hereof, then the Escrow Agent is hereby irrevocably instructed by Seller and Buyer to immediately return the Deposit to Buyer, without the necessity of this Agreementany further instruction from Buyer or Seller. In addition, in such event, Seller shall promptly sign any documents reasonably requested by Escrow Agent to facilitate the return of the Deposit to Buyer. (f) Notwithstanding the foregoing, in the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (eg) The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or insured, which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest, if any, earned thereon shall be added to the funds deposited by Buyer. Escrow Agent shall be entitled to rely upon the accuracy of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such funds.

Deposit Instructions. The Escrow Agent joins hereinbelow to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) 5.3.1 The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) 5.3.2 The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) 5.3.3 The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in 5.3.4 In the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (e) 5.3.5 The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest, if any, Interest earned thereon shall be added the property of Buyer in all events. 5.3.6 If, after the expiration of the Due Diligence Period and prior to the funds deposited by Buyer. Closing Date, the Escrow Agent shall be receives a certificate of either Seller or Buyer (for purposes of this Section 5.3.6, the “Certifying Party”) certifying that, (a) the Certifying Party is entitled to rely upon receive the accuracy Deposit pursuant to the terms of this Agreement, and (b) a copy of the taxpayer identification number certificate was delivered as provided herein to the other party (for purposes of this Section 5.3.6, the “Other Party”) prior to or contemporaneously with the giving of such certificate to the Escrow Agent, then, the Escrow Agent should thereupon immediately forward said certification to the other party by fax and used to establish the account overnight mail in which accordance with Section 10.3 hereof and then, unless the Escrow Funds are held. Agent has then previously received, or receives within five (5) Business Days after receipt of the Certifying Part’s certificate, contrary instructions from the Other Party, the Escrow Agent, within one (1) Business Day after the expiration of the foregoing five (5) Business Day period, will deliver the Deposit to the Certifying Party, and thereupon the Escrow Agent shall have no will be discharged and released from any and all liability in hereunder. If the event Escrow Agent receives contrary instructions from the Other Party within five (5) Business Days following the Escrow Agent’s receipt of failuresaid certificate, insolvency or inability of the depository Escrow Agent will not so deliver the Deposit, but will continue to pay such fundshold the same pursuant hereto.

Deposit Instructions. The Escrow Agent joins hereinbelow to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead such amount to an appropriate court of law pending resolution of the dispute. (e) The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Agreement Interest, if any, earned thereon shall be added to the funds deposited by Buyer. Escrow Agent shall be entitled to rely upon the accuracy of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such funds.

Deposit Instructions. The Escrow Agent joins hereinbelow herein to evidence its agreement to hold the Deposit and disburse such other funds in accordance with the terms and conditions of this Agreement. Further, the The following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s 's receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in In the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (e) The Escrow Agent shall invest the amount in escrow in accounts selected by Buyer with maturities that coincide with the anticipated release of the Deposits pursuant to this Agreement, and which are federally insured or insured, which invest solely in government securities securities, or which are otherwise reasonably satisfactory to Seller, and such funds shall be applied in accordance with the terms of this Agreement. Interest, if any, earned thereon shall be added to the funds deposited by Buyer. Escrow Agent shall be entitled to rely upon the accuracy of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such funds.

Deposit Instructions. The Escrow Agent joins hereinbelow herein below to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) . The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s 's receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) . The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in . In the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (e) . The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or insured, which invest solely in government securities securities, or which are reasonably satisfactory to Seller, and shall be applied in accordance with the terms of this Agreement. Interest, if any, earned thereon shall be added to the funds deposited by Buyer. Escrow Agent shall be entitled to rely upon the accuracy of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such funds.

Deposit Instructions. The Escrow Agent joins hereinbelow herein below to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) . The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) . The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. . At the Closing, Escrow Agent shall deliver the Deposit (dincluding any interest thereon) Subject to Section 3.6 Seller. If a party to this Agreement believes that it is entitled to payment of the Deposit (or any portion thereof) in accordance with the terms of this AgreementAgreement other than in connection with the Closing, such party shall make a written demand upon Escrow Agent for payment of the Deposit to it setting forth in reasonable specificity the basis for its belief, and instructions for disbursement of the funds requested. Upon receipt of a written demand from Seller or Buyer claiming entitlement to disbursement of any portion of the Deposit pursuant to the provisions of this Agreement (other than a disbursement to Seller at Closing), Escrow Agent shall promptly forward a copy thereof to the other such party (i.e., Buyer or Seller, whichever did not claim such funds pursuant to such notice) and, unless such other party, within ten (10) Business Days following receipt of notice of such demand, notifies Escrow Agent in writing of any objection it has to such requested disbursement of the Deposit, Escrow Agent shall disburse the Deposit to the party demanding the same and shall thereupon be released and discharged from any further duty or obligation hereunder. If the party that did not initially demand disbursement of the Deposit notifies Escrow Agent of an objection to such disbursement within the specified ten (10) Business Day period, Escrow Agent shall hold the disputed amount in escrow until it receives a written direction signed by both parties or an order issued by a court or, if the parties have elected arbitration, an arbitrator selected by the parties. Notwithstanding the foregoing, in the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (e) . The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or insured, which invest solely in government securities securities, or which are reasonably satisfactory to Seller and Buyer, and shall be applied in accordance with the terms of this Agreement. Interest, if any, earned thereon shall be added to the funds deposited by Buyer. Escrow Agent shall be entitled to rely upon the accuracy of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such funds.

Deposit Instructions. The Escrow Agent joins hereinbelow herein below to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) 5.3.1 The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) 5.3.2 The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) 5.3.3 The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in 5.3.4 In the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (e) 5.3.5 The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest, if any, Interest earned thereon shall be added to the funds deposited by Buyer. Escrow Agent shall be entitled to rely upon the accuracy of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such funds.

Deposit Instructions. The Escrow Agent joins hereinbelow herein below to evidence its agreement to hold and disburse such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent. (a) The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s 's receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. Whenever in this Agreement Escrow Agent is required to disburse funds “promptly” or “immediately,” such term shall mean not later than two (2) business days after receipt by Escrow Agent and the other Party of notice from the Party entitled to receive such funds. (b) The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. (c) The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any reasonable legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow. (d) Subject to Section 3.6 of this Agreement, in In the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall take no action and shall continue to hold the Escrow Funds until it has received instructions in writing signed by Seller and Buyer or until directed by final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or order. In the event of a dispute or conflicting demands, or instructions with respect to any portion of the Escrow Funds, Escrow Agent shall be entitled, at its own discretion, to interplead deliver such amount to an appropriate court of law pending resolution of the dispute. (e) The Escrow Agent agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest, if any, Interest earned thereon shall be added to the funds deposited by Buyer. Escrow Agent shall be entitled to rely upon the accuracy of the taxpayer identification number provided to Escrow Agent and used to establish the account in which the Escrow Funds are held. Escrow Agent shall have no liability in the event of failure, insolvency or inability of the depository to pay such funds.