THEREAFTER.
SUCH NOTICE SHALL SET FORTH THE BASIS FOR OBJECTING TO THE
DELIVERY OF THE DEPOSIT.
UPON RECEIPT OF SUCH NOTICE OF OBJECTION, ESCROW AGENT
SHALL PROMPTLY GIVE A COPY OF SUCH NOTICE TO THE PARTY WHO FILED THE WRITTEN
DEMAND.
IF ESCROW AGENT SHALL HAVE TIMELY RECEIVED SUCH NOTICE OF OBJECTION,
ESCROW AGENT SHALL CONTINUE TO HOLD THE DEPOSIT, AND THE INTEREST ACCRUED
THEREON, UNTIL (X) ESCROW AGENT RECEIVES WRITTEN NOTICE FROM SELLER AND
PURCHASER DIRECTING THE DISBURSEMENT OF THE DEPOSIT, IN WHICH CASE ESCROW AGENT
SHALL THEN DISBURSE THE DEPOSIT, AND THE INTEREST ACCRUED THEREON, IN ACCORDANCE
WITH SAID DIRECTION, OR (Y) LITIGATION IS COMMENCED BETWEEN SELLER AND
PURCHASER, IN WHICH CASE ESCROW AGENT SHALL DEPOSIT THE DEPOSIT, AND THE
INTEREST ACCRUED THEREON, WITH THE CLERK OF THE COURT IN WHICH SAID LITIGATION
IS PENDING, OR (Z) ESCROW AGENT TAKES SUCH AFFIRMATIVE STEPS AS ESCROW AGENT MAY
ELECT, AT ESCROW AGENT'S OPTION, IN ORDER TO TERMINATE ESCROW AGENT'S DUTIES
DESCRIBED IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DEPOSITING THE
DEPOSIT, AND THE INTEREST ACCRUED THEREON, IN COURT AND COMMENCING AN ACTION FOR
INTERPLEADER, THE COSTS THEREOF TO BE BORNE BY WHICHEVER OF SELLER OR PURCHASER
IS THE LOSING PARTY.
(III)
ESCROW AGENT MAY RELY AND ACT UPON ANY INSTRUMENT OR OTHER
WRITING REASONABLY BELIEVED BY ESCROW AGENT TO BE GENUINE AND PURPORTING TO BE
SIGNED AND PRESENTED BY ANY PERSON OR PERSONS PURPORTING TO HAVE AUTHORITY TO
ACT ON BEHALF OF SELLER OR PURCHASER, AS THE CASE MAY BE, AND SHALL NOT BE
LIABLE IN CONNECTION WITH THE PERFORMANCE OF ANY DUTIES IMPOSED UPON ESCROW
AGENT BY THE PROVISIONS OF THIS AGREEMENT, EXCEPT FOR ESCROW AGENT'S OWN GROSS
NEGLIGENCE, WILLFUL MISCONDUCT OR DEFAULT.
ESCROW AGENT SHALL HAVE NO DUTIES OR
RESPONSIBILITIES EXCEPT THOSE SET FORTH HEREIN.
ESCROW AGENT SHALL NOT BE BOUND
BY ANY MODIFICATION, CANCELLATION OR RESCISSION OF THIS AGREEMENT UNLESS THE
SAME IS IN WRITING AND SIGNED BY PURCHASER AND SELLER, AND, IF ESCROW AGENT'S
DUTIES DESCRIBED IN THIS AGREEMENT ARE AFFECTED, UNLESS ESCROW AGENT SHALL HAVE
GIVEN PRIOR WRITTEN CONSENT THERETO.
ESCROW AGENT SHALL BE INDEMNIFIED AND HELD
HARMLESS BY SELLER AND PURCHASER FROM, AND REIMBURSED BY SELLER AND PURCHASER
FOR, ANY CLAIMS, LIABILITIES, COSTS AND EXPENSES INCURRED IN CONNECTION WITH
CLAIMS OF THIRD PARTIES (INCLUDING REASONABLE LEGAL FEES AND DISBURSEMENTS OF
ITS OWN AND OUTSIDE COUNSEL), INCLUDING ALL OF ESCROW AGENT'S FEES AND EXPENSES
WITH RESPECT TO ANY INTERPLEADER ACTION INCURRED IN CONNECTION WITH THIS
AGREEMENT, AND SUCH LIABILITY SHALL BE JOINT AND SEVERAL; PROVIDED THAT, AS
BETWEEN PURCHASER AND SELLER THERE SHALL BE NO OBLIGATION OF CONTRIBUTION BY ONE
PARTY WITH RESPECT TO THE UNLAWFUL ACTS OF THE OTHER, AND THE PREVAILING PARTY
IN ANY DISPUTE OVER THE DEPOSIT SHALL BE ENTITLED TO REIMBURSEMENT OF ANY SUCH
EXPENSES PAID TO ESCROW AGENT.
IN THE EVENT THAT ESCROW AGENT SHALL BE
UNCERTAIN AS TO ESCROW AGENT'S DUTIES OR RIGHTS DESCRIBED IN THIS AGREEMENT, OR
SHALL RECEIVE INSTRUCTIONS FROM PURCHASER OR SELLER THAT, IN