Common use of Disposition of Deposit Clause in Contracts

Disposition of Deposit. The entire Purchase Deposit shall be held by Escrow Agent and deposited in interest bearing account(s) in accordance with this Agreement until the Closing, or until disposition thereof is made pursuant to the terms of this Agreement. Escrow Agent shall have the right to disburse the Purchase Deposit to Purchaser or Seller (and the interest earned with respect to each amount escrowed) as follows: (a) at the Closing, the Purchase Deposit, and any accrued interest with respect thereto shall be disbursed with and credited toward the Purchase Price and/or (b) otherwise, as provided in this Agreement upon ten (10) days written notice to the parties; provided however, that Escrow Agent shall not have received any written objections to such disbursements within ten (10) days after receipt by Purchaser and Seller of said notice. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account of Escrow Agent's failure to disburse the Purchase Deposit (or interest thereon) if a dispute shall have arisen with respect to the propriety of such disbursement; and, in the event of any dispute as to who is entitled to receive the amount(s) escrowed, or interest earned thereon, Escrow Agent shall deposit such funds with the Baltimore City Circuit Court pending a final decision of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure of any depository and shall not be otherwise liable except in the event of Escrow Agent's negligence or willful misconduct.

Disposition of Deposit. The entire Purchase Escrow Holder shall hold and dispose of the Deposit shall be held by Escrow Agent and deposited in interest bearing account(s) in accordance with this Agreement until the Closing, or until disposition thereof is made pursuant to the terms of this Agreement. Escrow Agent shall have the right to disburse Agreement and the Purchase Deposit to Purchaser Agreement, or in accordance with any instruction (hereinafter “Instruction”) which shall be signed jointly by both Seller (and the interest earned Buyer, or in accordance with separate instructions of like tenor signed by Seller and Buyer. If Escrow Holder shall receive an Instruction with respect to each amount escrowedthe Deposit, or any part thereof, from Seller but not from Buyer, or from Buyer but not from Seller (the party giving the Instruction being hereinafter referred to as the “Instructing Party” and the party which shall not have given the Instruction being hereinafter referred to as the “Non-Instructing Party”), Escrow Holder shall transmit a copy of the Instruction received from the Instructing Party to the Non-Instructing Party. Escrow Holder shall not act in accordance with the Instruction unless and until the Non-Instructing Party shall notify Escrow Holder in writing that Escrow Holder is to comply with the Instruction, provided, however, that if Non-Instructing Party does not object to the Instruction within ten (10) as followsbusiness days of receipt of the Instruction, Escrow Holder shall act in accordance with the Instruction. If the Non-Instructing Party shall advise Escrow Holder not to comply with the Instruction, Escrow Holder shall not act in accordance with the Instruction, but may thereafter either: (a) at act solely in accordance with any of the Closingfollowing: (i) a new Instruction signed jointly by Seller and Buyer; (ii) separate Instructions of like tenor from each of Seller and Buyer; (iii) a certified copy of an arbitrator's award as confirmed by a court of competent jurisdiction, the Purchase Depositwhich is final beyond appeal; (iv) certified copy of a judgment of a court of competent jurisdiction, and any accrued interest with respect thereto shall be disbursed with and credited toward the Purchase Price and/or which is final beyond appeal; and/or (b) otherwise, as provided deposit the Deposit in this Agreement upon ten (10) days written notice to the parties; provided however, that a court selected by Escrow Agent shall not have received any written objections to Holder and in such disbursements within ten (10) days after receipt by Purchaser event all liability and Seller of said notice. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account responsibility of Escrow Agent's failure to disburse Holder shall terminate upon such deposit having been made. In the event that the transaction contemplated by the Purchase Agreement is consummated, the Deposit (or interest thereon) if a dispute shall have arisen with respect be deposited by the Escrow Holder into the closing escrow for disbursement to the propriety of such disbursement; and, Seller in the event of any dispute as to who is entitled to receive the amount(s) escrowed, or interest earned thereon, Escrow Agent shall deposit such funds accordance with the Baltimore City Circuit Court pending a final decision closing escrow agreement of such controversy. The parties hereto further agree that Seller and Buyer and Escrow Agent shall not be liable for failure of any depository and shall not be otherwise liable except in the event of Escrow Agent's negligence or willful misconductHolder.

Disposition of Deposit. The entire Purchase Escrow Holder shall hold and dispose of the Deposit shall be held by Escrow Agent and deposited in interest bearing account(s) in accordance with this Agreement until the Closing, or until disposition thereof is made pursuant to the terms of this Agreement. Escrow Agent shall have the right to disburse Agreement and the Purchase Agreement, or in accordance with any instruction or instructions which shall be signed jointly by both Seller and Buyer, or in accordance with separate instructions of like tenor signed by Seller and Buyer. Once Escrow Holder has received its completed and signed directions to invest and W9, Seller and Buyer hereby instruct and authorize Escrow Holder to invest the Deposit in any of the following: (i) the investment described in Exhibit “D” hereto; or (ii) such other investments as may be reasonably acceptable to Purchaser or Seller and Buyer. Without limitation on the foregoing, if Escrow Holder shall receive an instruction (and hereinafter the interest earned “Instruction”) with respect to each amount escrowedthe Deposit, or any part thereof, from Seller but not from Buyer, or from Buyer but not from Seller (the party giving the Instruction being hereinafter referred to as the “Instructing Party” and the party which shall not have given the Instruction being hereinafter referred to as the “Non-Instructing Party”), Escrow Holder shall promptly transmit a copy of the Instruction received from the Instructing Party to the Non-Instructing Party. The Instruction shall specify in detail the pertinent provisions of the Purchase Agreement that govern the Instructing Party’s instruction as to the Deposit, and if a default under the Purchase Agreement is alleged, the Instructing Party shall specify in detail the nature of such default. Escrow Holder shall act in accordance with the Instruction unless within five (5) business days from receipt by Escrow Holder of the Instruction the Non-Instructing Party shall notify Escrow Holder in writing that Escrow Holder is not to comply with the Instruction and specifying in detail the reasons for not complying with the Instruction, and if a default under the Purchase Agreement is alleged. If the Non-Instructing Party shall advise Escrow Holder not to comply with the Instruction and specifies in detail the reason for such noncompliance as followsaforesaid, Escrow Holder shall not act in accordance with the Instruction, but may thereafter either: (a) at act solely in accordance with any of the Closing, following: (i) a new Instruction signed jointly by Seller and Buyer; (ii) separate Instructions of like tenor from each of Seller and Buyer; or (iii) a certified copy of a final court order from a court of competent jurisdiction ordering the Purchase disposition of the Deposit, and any accrued interest with respect thereto shall be disbursed with and credited toward the Purchase Price and/or ; or (b) otherwise, as provided in this Agreement upon deposit the Deposit with a court selected by Escrow Holder after giving Seller and Buyer ten (10) days prior written notice that Escrow Holder intends to do the same, and in such event all liability and responsibility of Escrow Holder shall terminate upon such deposit having been made. Seller and Buyer hereby agrees to be severally (and not jointly and severally) responsible for the reasonable costs incurred by Escrow Holder in connection with such deposit with a court. (c) Notwithstanding the foregoing, if Escrow Holder shall receive written notice from Buyer requesting a return of the Initial Deposit, such notice to be given prior to the parties; provided howeversuccessful completion of the Due Diligence Period (as such successful completion is evidenced by Buyer’s delivery of the Acceptance Notice to you and Seller), that then without further action required by Seller, Escrow Agent Holder shall not have received send to Buyer by wire transfer the Initial Deposit and any written objections to such disbursements within ten interest earned thereon on the first business day following receipt of Buyer’s notice. (10d) days after receipt by Purchaser and Seller of said notice. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account of Escrow Agent's failure to disburse the Purchase Deposit (or interest thereon) if a dispute shall have arisen with respect Notwithstanding anything to the propriety contrary contained herein, if Escrow Holder shall receive a Financing Termination Notice from Buyer prior to the expiration of such disbursement; andthe Financing Contingency Period, in then without further action required by Seller, Escrow Holder shall send to Buyer by wire transfer the event of Deposit and any dispute as to who is entitled to receive the amount(s) escrowed, or interest earned thereon, Escrow Agent shall deposit such funds with thereon on the Baltimore City Circuit Court pending a final decision first business day following receipt of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure of any depository and shall not be otherwise liable except in the event of Escrow Agent's negligence or willful misconductFinancing Termination Notice.

Disposition of Deposit. The entire Purchase Escrow Holder shall hold and dispose of the Deposit shall be held by Escrow Agent and deposited in interest bearing account(s) in accordance with this Agreement until the Closing, or until disposition thereof is made pursuant to the terms of this Agreement. Escrow Agent shall have the right to disburse Agreement and the Purchase Deposit to Purchaser Agreement, or in accordance with any instruction (hereinafter “Instruction”) which shall be signed jointly by both Seller (and the interest earned Buyer, or in accordance with separate instructions of like tenor signed by Seller and Buyer. If Escrow Holder shall receive an Instruction with respect to each amount escrowed) as follows: (a) at the Closing, the Purchase Deposit, or any part thereof, from Seller but not from Buyer, or from Buyer but not from Seller (the party giving the Instruction being hereinafter referred to as the “Instructing Party” and any accrued interest with respect thereto the party which shall be disbursed with and credited toward not have given the Purchase Price and/or (b) otherwiseInstruction being hereinafter referred to as the “Non-Instructing Party”), as provided in this Agreement upon ten (10) days written notice Escrow Holder shall transmit a copy of the Instruction received from the Instructing Party to the parties; provided Non-Instructing Party. Escrow Holder shall not act in accordance with the Instruction unless and until the Non-Instructing Party shall notify Escrow Holder in writing that Escrow Holder is to comply with the Instruction, provided, however, that Escrow Agent shall if Non-Instructing Party does not have received any written objections object to such disbursements the Instruction within ten (10) business days after of receipt by Purchaser and Seller of said notice. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account of Escrow Agent's failure to disburse the Purchase Deposit (or interest thereon) if a dispute shall have arisen with respect to the propriety of such disbursement; and, in the event of any dispute as to who is entitled to receive the amount(s) escrowed, or interest earned thereonInstruction, Escrow Agent Holder shall deposit such funds act in accordance with the Baltimore City Circuit Court pending a final decision of such controversyInstruction. The parties hereto further agree that If the Non-Instructing Party shall advise Escrow Agent Holder not to comply with the Instruction, Escrow Holder shall not be liable for failure act in accordance with the Instruction, but may thereafter either: F-1 (a) act solely in accordance with any of any depository the following: (i) a new Instruction signed jointly by Seller and shall not be otherwise liable except in the event Buyer; (ii) separate Instructions of Escrow Agentlike tenor from each of Seller and Buyer; (iii) a certified copy of an arbitrator's negligence or willful misconduct.award as confirmed by a court of competent jurisdiction, which is final beyond appeal; (iv) certified copy of a judgment of a court of competent jurisdiction, which is final beyond appeal; and/or

Disposition of Deposit. The entire Purchase Deposit shall be held by Escrow Agent shall hold and deposited in interest bearing account(s) dispose of the Deposit in accordance with this Agreement until the Closing, or until disposition thereof is made pursuant to the terms of this Agreement and the Purchase Agreement, or in accordance with any instruction or instructions which shall be signed jointly by both Seller and Buyer, or in accordance with separate instructions of like tenor signed by Seller and Buyer. Once Escrow Agent has received its completed and signed directions to invest and form W-9, Seller and Buyer hereby instruct and authorize Escrow Agent to invest the Deposit in any of the following: (i) the investment described in Exhibit “C” hereto; or (ii) such other investments as may be reasonably acceptable to Seller and Buyer. Without limitation on the foregoing, if Escrow Agent shall receive an instruction (hereinafter the “Instruction”) with respect to the Deposit, or any part thereof, from Seller but not from Buyer, or from Buyer but not from Seller (the party giving the Instruction being hereinafter referred to as the “Instructing Party” and the party which shall not have given the Instruction being hereinafter referred to as the “Non-Instructing Party”), Escrow Agent shall promptly transmit a copy of the Instruction received from the Instructing Party to the Non-Instructing Party. The Instruction shall specify in detail the pertinent provisions of the Purchase Agreement that govern the Instructing Party’s instruction as to the Deposit, and if a default under the Purchase Agreement is alleged, the Instructing Party shall specify in detail the nature of such default. Escrow Agent shall have act in accordance with the right Instruction unless within three (3) business days from receipt by Escrow Agent of the Instruction the Non-Instructing Party shall notify Escrow Agent in writing that Escrow Agent is not to disburse comply with the Instruction and specifying in detail the reasons for not 2890904.5 Exhibit C-5 complying with the Instruction, and if a default under the Purchase Deposit Agreement is alleged. If the Non-Instructing Party shall advise Escrow Agent not to Purchaser or Seller (comply with the Instruction and specifies in detail the interest earned reason for such noncompliance as aforesaid, Escrow Agent shall not act in accordance with respect to each amount escrowed) as followsthe Instruction, but may thereafter either: (a) at act solely in accordance with any of the Closing, following: (i) a new Instruction signed jointly by Seller and Buyer; (ii) separate Instructions of like tenor from each of Seller and Buyer; or (iii) a certified copy of a final court order from a court of competent jurisdiction ordering the Purchase disposition of the Deposit, and any accrued interest with respect thereto shall be disbursed with and credited toward the Purchase Price and/or ; or (b) otherwise, as provided in this Agreement upon deposit the Deposit with a court selected by Escrow Agent after giving Seller and Buyer ten (10) days prior written notice to the parties; provided however, that Escrow Agent shall not have received any written objections intends to do the same, and in such disbursements within ten (10) days after receipt by Purchaser event all liability and Seller responsibility of said notice. The parties hereto hereby acknowledge that Escrow Agent shall have no liability terminate upon such deposit having been made. Seller and Buyer hereby agree to any party on account of Escrow Agent's failure to disburse be severally (and not jointly and severally) responsible for the Purchase Deposit (or interest thereon) if a dispute shall have arisen with respect to the propriety of such disbursement; and, in the event of any dispute as to who is entitled to receive the amount(s) escrowed, or interest earned thereon, reasonable costs incurred by Escrow Agent shall in connection with such deposit such funds with the Baltimore City Circuit Court pending a final decision of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure of any depository and shall not be otherwise liable except in the event of Escrow Agent's negligence or willful misconductcourt.