E▇▇▇▇▇▇ Money (a) Purchaser shall deliver to the Escrow Holder no later than 5:00 pm (Florida time) on the second (2nd) Business Days after a counterpart of this Agreement signed by Purchaser and Seller has been delivered to Purchaser, the sum of $1,277,000 by federal funds wire transfer (together with all interest earned thereon, the “E▇▇▇▇▇▇ Money”). This Agreement shall terminate and be deemed void ab initio if the E▇▇▇▇▇▇ Money is not timely deposited with Escrow Holder. The E▇▇▇▇▇▇ Money shall be held in escrow by the Escrow Holder in a segregated interest-bearing account, with interest accruing for the benefit of the party entitled to the payment or return of the E▇▇▇▇▇▇ Money. The E▇▇▇▇▇▇ Money shall be paid to Seller and applied toward the Purchase Price at Closing, and shall otherwise be paid or applied in accordance with this Agreement. $339,374 of the E▇▇▇▇▇▇ Money (the “Deerwood E▇▇▇▇▇▇ Money”) shall be allocated to Deerwood Village. $412,144 of the E▇▇▇▇▇▇ Money shall be allocated to Villa Tuscany (the “Villa Tuscany E▇▇▇▇▇▇ Money”). $61,821 of the E▇▇▇▇▇▇ Money shall be allocated to Midway M▇▇▇▇, and $463,661 of the E▇▇▇▇▇▇ Money shall be allocated to Vista Grande (the “Vista G▇▇▇▇▇ ▇▇▇▇▇▇▇ Money”). The Villa Tuscany E▇▇▇▇▇▇ Money shall remain in escrow following the Closing of Vista Grande and Midway M▇▇▇▇, and shall be paid to Seller and applied to the Villa Tuscany Purchase Price and, if applicable, the portion of the Purchase Price allocated to the Deerwood Village Apartment Complex at the Closing of each such Apartment Complex, and shall otherwise be paid or applied in accordance with this Agreement.
(b) The Escrow Holder shall hold the E▇▇▇▇▇▇ Money pursuant to the following provisions:
(i) The Escrow Holder is not a party to, and is not bound by, or charged with notice of any agreement out of which this escrow may arise, other than the terms and provisions of this Section 3.2.
(ii) The Escrow Holder shall deliver the E▇▇▇▇▇▇ Money to the party so designated on written notice from both the Purchaser and Seller specifying the time and the place where the E▇▇▇▇▇▇ Money is to be delivered, provided, however that the Escrow Holder shall have received such written instructions at least one (1) Business Day prior to the date designated for delivery; provided, further, however, the Closing Statement shall be sufficient to constitute such notice regardless of the date so executed.
(iii) The Escrow Holder is acting solely as a stakeholder and depository as an accommodation to Purchaser and Seller, and is not responsible or liable for any matter or loss arising out of the Escrow Holder’s conduct hereunder, except for its gross negligence or willful misfeasance. The Escrow Holder shall not be responsible or liable for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement, or for the identity or authority of any person executing any documents or instruments in connection herewith.
(iv) Purchaser and Seller agree to jointly and severally, indemnify, defend and hold harmless the Escrow Holder from and against any loss, cost, claims, damage or expense, including, without limitation, any and all court costs and attorney’s fees and expenses, collectively called “Expenses”, incurred by the Escrow Holder in connection with or in any way arising out of this Agreement, other than Expenses resulting from the Escrow Holder’s gross negligence or willful misconduct, provided that as between Purchaser and Seller any costs or expenses incurred as a result of any dispute between Seller and Purchaser shall be the responsibility of the non-prevailing party in such dispute. The Escrow Holder may, at its own expense, consult with legal counsel in the event of any dispute or questions as to the construction of any provisions hereof or its duties hereunder, and it shall be fully protected in acting in accordance with the written opinion or instructions of such counsel.
(v) The Escrow Holder shall be entitled to act or rely upon, and the Escrow Holder shall be protected in acting or relying upon, the genuineness and validity of any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document the Escrow Holder shall receive from any party hereto.
(vi) Except as otherwise provided in Section 3.2 (b) (ii) above, in the event that (a) the Escrow Holder receives contradictory instructions from the parties hereto, or (b) there shall be any dispute between Seller and Purchaser as to any matter arising under this Agreement, or (c) there shall be any uncertainty as to the meaning or applicability of the provisions hereof or any written instructions received by the Escrow Holder pursuant hereto, the Escrow Holder shall continue to hold the E▇▇▇▇▇▇ Money pending resolution of the matter if so instructed by written notification from both Seller and Purchaser or if not so instructed shall deposit the E▇▇▇▇▇▇ Money with any appropriate court in the State of New York at the cost and expense of Purchaser and Seller jointly and severally, and, upon making such deposit, the Escrow Holder shall thereupon be discharged and released from any and all liability with respect to the E▇▇▇▇▇▇ Money. The Escrow Holder may dispose of the escrowed funds in accordance with a court order, and shall be fully protected if it acts in accordance with any such court order.
(vii) Deposits made pursuant to these instructions may be invested on behalf of any party or parties hereto, provided that any direction to the Escrow Holder for such investment shall be in writing and contain the consent of all other parties to this Agreement together with a completed, signed W-9 Form. The Escrow Holder is not to be held responsible for the loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof.
(viii) The E▇▇▇▇▇▇ Money must be held in a segregated escrow account and may not be commingled with any other escrowed funds held by the Escrow Holder; and
(ix) Upon delivery of the E▇▇▇▇▇▇ Money in accordance with the terms hereof, the Escrow Holder shall be discharged and released from any and all liability with respect to the E▇▇▇▇▇▇ Money.
(x) Escrow Holder may resign as Escrow Holder hereunder at any time upon written notice to Purchaser and Seller, provided that such resignation shall not be effective unless and until a replacement escrow agent acceptable to Purchaser and Seller shall have been identified and such replacement escrow agent shall have agreed in writing to serve as Escrow Holder hereunder pursuant to the terms and conditions of this Agreement.
(xi) Purchaser and Seller may jointly terminate the services of Escrow Holder hereunder at any time upon written notice to Escrow Holder, provided that such termination shall not be effective unless and until a replacement escrow agent acceptable to Purchaser and Seller shall have been identified and such replacement escrow agent shall have agreed in writing to serve as Escrow Holder hereunder pursuant to the terms and conditions of this Agreement.