Common use of Escrow of Deposit Clause in Contracts

Escrow of Deposit. The Deposit shall be held, paid over and/or applied by Escrowee in accordance with the following provisions: (a) Escrowee shall hold the Deposit until the Closing or sooner termination of this Agreement. Any interest earned on the Deposit shall be paid to the same party entitled to be paid the Deposit hereunder (as and when such party is entitled to the Deposit), except that, at Closing, interest shall be credited against the Cash Balance. The party receiving such interest (or the benefit of such interest by virtue of the same having been credited against the Cash Balance) shall pay any income taxes thereon. For purposes thereof, the tax identification numbers of the parties are as follows: 13-4027757 (Seller); and 04-24▇▇▇▇▇ (▇▇▇chaser). (▇) ▇▇ ▇▇is Agreement is validly terminated in accordance with the provisions of Article 4 below, Escrowee shall pay the Initial Deposit to Purchaser. (c) At the Closing, the Deposit shall be paid by Escrowee to Seller. (d) If for any reason the Closing does not occur, then, except as otherwise expressly provided to the contrary in this Section 3.2, Escrowee shall continue to hold the Deposit until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. Escrowee, however, shall have the right at any time to deposit the Deposit with the clerk of any federal or state court sitting in the Commonwealth of Massachusetts. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder first arising or accruing from and after the date of such deposit. (e) The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed to be the agent of either of the parties and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of Escrowee's duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, in willful disregard of this Agreement or involving gross negligence on the part of Escrowee. (f) Escrowee shall cause the Deposit to be maintained at Fleet National Bank in an interest-bearing money market account or accounts. Escrowee shall not be liable for any losses suffered in connection with any such investment and shall have no obligation to obtain the best (or otherwise seek to maximize) the rate of interest earned on any such investment. Any fees or charges in connection with such investment shall be paid out of the amounts held in escrow before any other payments shall be required to be made from such amounts. Seller and Purchaser acknowledge that the Federal Deposit Insurance Corporation ("FDIC") insures individual depositors up to a maximum amount of $100,000. Seller and Purchaser hereby release Escrowee from any loss or damage they may incur by reason of the Deposit exceeding the maximum coverage afforded to individual depositors by the FDIC. (g) Upon any delivery of the amount remaining in escrow as provided in Sections 3.2(b), (c) or (d) above, Escrowee shall be relieved of all liability, responsibility or obligation with respect to or arising out of the escrow or under this Agreement. Escrowee shall not be bound by any modification to this Section 3.2 unless Escrowee shall have agreed to such modification in writing. (h) Escrowee shall be entitled to rely or act upon any notice, instrument or document believed by Escrowee in good faith to be genuine and to be executed and delivered by the proper person, and shall have no obligation to verify any statements contained in any notice, instrument or document or the accuracy or due authorization of the execution of any notice, instrument or document. (i) Escrowee shall be entitled to retain attorneys of its choice in connection with this escrow. (j) Escrowee has acknowledged its agreement to the foregoing provisions of this Section 3.2 by signing in the place indicated on the signature page of this Agreement.

Escrow of Deposit. The Deposit shall be held, paid over and/or applied applied, by Escrowee in accordance with the following provisions: (a) Escrowee shall hold the Deposit until the Closing or sooner termination of this Agreement. Any interest earned on the Deposit shall be paid to the same party entitled to be paid the Deposit hereunder (as and when such party is entitled to the Deposit), except that, at Closing, interest shall be credited against and the Cash Balance. The party receiving such interest (or the benefit of such interest by virtue of the same having been credited against the Cash Balance) shall pay any income taxes thereon. For purposes thereof, the tax identification numbers of the parties are as follows: 13▇▇-4027757 (Seller); and 04-24▇▇▇▇▇▇▇ (Seller); and ▇▇-▇▇▇chaser▇▇▇▇ (Purchaser). (▇b) ▇▇ ▇▇is If this Agreement is validly terminated by Purchaser in accordance with the provisions of Article 4 belowSection 4.1 hereof, Escrowee the Deposit shall pay the Initial Deposit be refunded to Purchaser. (c) At the Closing, Closing the Deposit shall be paid by Escrowee to Seller. (d) If for any reason the Closing does not occur, then, except as otherwise expressly provided to the contrary in this Section 3.2, Escrowee shall continue to hold the Deposit until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. Escrowee, however, shall have the right at any time to deposit the Deposit with the clerk of any federal or state court sitting in the Commonwealth State of MassachusettsNew Jersey. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder first arising or accruing from and after the date of such deposithereunder. (e) The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed to be the agent of either of the parties parties, and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of Escrowee's duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, in willful disregard of this Agreement or involving gross negligence on the part of Escrowee. (f) Escrowee shall cause the Deposit to be maintained at Fleet National Bank and invested in an interest-bearing money market account or accountsaccounts with Mellon Bank through its affiliate, The Boston Safe Deposit and Trust Company, or any other nationally recognized commercial bank. By executing this Agreement, Seller and Purchaser agree that the Deposit may be held at The Boston Safe Deposit and Trust Company, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Escrowee shall not be liable for any losses suffered in connection with any such investment and shall have no obligation to obtain the best (best, or otherwise seek to maximize) , the rate of interest earned on any such investment. Any fees or charges in connection with such investment shall be paid out of the amounts held in escrow before any other payments shall be required to be made from such amounts. Seller and Purchaser acknowledge that the Federal Deposit Insurance Corporation ("FDIC") insures individual depositors up to a maximum amount of $100,000. Seller and Purchaser hereby release Escrowee from any loss or damage they may incur by reason of the Deposit exceeding the maximum coverage afforded to individual depositors by the FDIC. (g) Upon any delivery of the amount remaining in escrow as provided in Sections 3.2(b), (c) or (d) above, Escrowee shall be relieved of all liability, responsibility or obligation with respect to or arising out of the escrow or under this Agreement. Escrowee shall not be bound by any modification to this Section 3.2 unless Escrowee shall have agreed to such modification in writing. (h) Escrowee shall be entitled to rely or act upon any notice, instrument or document believed by Escrowee in good faith to be genuine and to be executed and delivered by the proper person, and shall have no obligation to verify any statements contained in any notice, instrument or document or the accuracy or due authorization of the execution of any notice, instrument or document. (i) Escrowee shall be entitled to retain attorneys of its choice choice, including itself, in connection with this escrowescrow and Escrowee may continue to represent Seller in connection with this Agreement or any dispute which may arise hereunder or otherwise. (j) Escrowee has acknowledged its agreement to the foregoing provisions of this Section 3.2 by signing in the place indicated on the signature page of this Agreement.

Escrow of Deposit. The Deposit shall be held, paid over and/or applied by Escrowee in accordance with the following provisions: (a) Escrowee shall hold the Deposit until the Closing or sooner termination of this Agreement. Any interest earned on the Deposit shall be paid to the same party entitled to be paid the Deposit hereunder (as and when such party is entitled to the Deposit), except that, at Closing, interest shall be credited against the Cash Balance. The party receiving such interest (or the benefit of such interest by virtue of the same having been credited against the Cash Balance) shall pay any income taxes thereon. For purposes thereof, the tax identification numbers of the parties are as follows: 13-4027757 (Seller); and 0402-240▇▇▇▇▇▇ (▇▇▇chaserrchaser). (▇) ▇▇ ▇▇is Agreement is validly terminated in accordance with the provisions of Article 4 Section 4.1 below, Escrowee shall pay refund the Initial Deposit to Purchaser. (c) At the Closing, the Deposit shall be paid by Escrowee to Seller. Interest on the Deposit shall not be credited against the Cash Balance. (d) If for any reason the Closing does not occur, then, except as otherwise expressly provided to the contrary in this Section 3.2, Escrowee shall continue to hold the Deposit until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. Escrowee, however, shall have the right at any time to deposit the Deposit with the clerk of any federal or state court sitting in the Commonwealth State of MassachusettsNew Hampshire. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder first arising or accruing from and after the date of such deposithereunder. (e) The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed to be the agent of either of the parties and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. Seller and Purchaser shall hereby jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of Escrowee's duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, in willful disregard of this Agreement or involving gross negligence on the part of Escrowee. (f) Escrowee shall cause the Deposit to be maintained at Fleet National Bank and invested in an interest-bearing money market account or accounts. accounts with Citibank, N.A. Escrowee shall not be liable for any losses suffered in connection with any such investment and shall have no obligation to obtain the best (best, or otherwise seek to maximize) , the rate of interest earned on any such investment. Any fees or charges in connection with such investment shall be paid out of the amounts held in escrow before any other payments shall be required to be made from such amounts. Seller and Purchaser acknowledge that the Federal Deposit Insurance Corporation ("FDIC") insures individual depositors up to a maximum amount of $100,000. Seller and Purchaser hereby release Escrowee from any loss or damage they may incur by reason of the Deposit exceeding the maximum coverage afforded to individual depositors by the FDIC. (g) Upon any delivery of the amount remaining in escrow as provided in Sections 3.2(b), (c) or (d) above, Escrowee shall be relieved of all liability, responsibility or obligation with respect to or arising out of the escrow or under this Agreement. Escrowee shall not be bound by any modification to this Section 3.2 unless Escrowee shall have agreed to such modification in writing. (h) Escrowee shall be entitled to rely or act upon any notice, instrument or document believed by Escrowee in good faith to be genuine and to be executed and delivered by the proper person, and shall have no obligation to verify any statements contained in any notice, instrument or document or the accuracy or due authorization of the execution of any notice, instrument or document. (i) Escrowee shall be entitled to retain attorneys of its choice choice, including itself, in connection with this escrowescrow and Escrowee may continue to represent Seller in connection with this Agreement or any dispute which may arise hereunder or otherwise. (j) Escrowee has acknowledged its agreement to the foregoing provisions of this Section 3.2 by signing in the place indicated on the signature page of this Agreement.