REGARDING DEPOSIT.
2.3.1.
ESCROW AGENT SHALL HOLD THE DEPOSIT AND MAKE DELIVERY OF THE DEPOSIT
TO THE PARTY ENTITLED THERETO UNDER THE TERMS OF THIS CONTRACT.
ESCROW AGENT
SHALL INVEST THE DEPOSIT IN AN FDIC-INSURED, INTEREST-BEARING BANK ACCOUNT OR
FDIC-INSURED MONEY MARKET FUND REASONABLY APPROVED BY PURCHASER AND SELLER, AND
ALL INTEREST AND INCOME THEREON SHALL BECOME PART OF THE DEPOSIT AND SHALL BE
REMITTED TO THE PARTY ENTITLED TO THE DEPOSIT PURSUANT TO THIS CONTRACT.
2.3.2.
ESCROW AGENT SHALL HOLD AND APPLY THE DEPOSIT IN STRICT ACCORDANCE
WITH THE TERMS OF THIS CONTRACT.
THE TAX IDENTIFICATION NUMBERS OF THE PARTIES
SHALL BE FURNISHED TO ESCROW AGENT UPON REQUEST.
2.3.3.
EXCEPT FOR THE RETURN OF THE DEPOSIT TO PURCHASER AS A RESULT OF
PURCHASER EXERCISING ITS TERMINATION RIGHT UNDER SECTION 3.2 OR SECTION 4.5.10
BELOW (IN WHICH EVENT ESCROW AGENT SHALL PROMPTLY RELEASE THE DEPOSIT TO
PURCHASER ON DEMAND), IF PRIOR TO THE CLOSING DATE EITHER PARTY MAKES A WRITTEN
DEMAND UPON ESCROW AGENT FOR PAYMENT OF THE DEPOSIT, ESCROW AGENT SHALL GIVE
WRITTEN NOTICE TO THE OTHER PARTY OF SUCH DEMAND.
IF ESCROW AGENT DOES NOT
RECEIVE A WRITTEN OBJECTION FROM THE OTHER PARTY TO THE PROPOSED PAYMENT WITHIN
5 BUSINESS DAYS AFTER THE GIVING OF SUCH NOTICE, ESCROW AGENT IS HEREBY
AUTHORIZED TO MAKE SUCH PAYMENT.
IF ESCROW AGENT DOES RECEIVE SUCH WRITTEN
OBJECTION WITHIN SUCH 5-BUSINESS DAY PERIOD, ESCROW AGENT SHALL CONTINUE TO HOLD
SUCH AMOUNT UNTIL OTHERWISE DIRECTED BY WRITTEN INSTRUCTIONS FROM THE PARTIES TO
THIS CONTRACT OR A FINAL JUDGMENT OR ARBITRATOR'S DECISION.
HOWEVER, ESCROW
AGENT SHALL HAVE THE RIGHT AT ANY TIME TO DELIVER THE DEPOSIT AND INTEREST
THEREON, IF ANY, WITH A COURT OF COMPETENT JURISDICTION IN THE STATE IN WHICH
THE PROPERTY IS LOCATED.
ESCROW AGENT SHALL GIVE WRITTEN NOTICE OF SUCH DEPOSIT
TO SELLER AND PURCHASER.
UPON SUCH DEPOSIT, ESCROW AGENT SHALL BE RELIEVED AND
DISCHARGED OF ALL FURTHER OBLIGATIONS AND RESPONSIBILITIES HEREUNDER.
ANY
RETURN OF THE DEPOSIT TO PURCHASER PROVIDED FOR IN THIS CONTRACT SHALL BE
SUBJECT TO PURCHASER'S OBLIGATIONS SET FORTH IN SECTION 3.5.2.
2.3.4.
THE PARTIES ACKNOWLEDGE THAT ESCROW AGENT IS ACTING SOLELY AS A
STAKEHOLDER AT THEIR REQUEST AND FOR THEIR CONVENIENCE, AND THAT ESCROW AGENT
SHALL NOT BE DEEMED TO BE THE AGENT OF EITHER OF THE PARTIES AND SHALL NOT BE
LIABLE FOR ANY ACT OR OMISSION ON ITS PART OTHER THAN IN CONNECTION WITH (I) ANY
BREACH OR VIOLATION OF ANY WRITTEN INSTRUCTIONS PROVIDED BY EITHER PARTY HERETO
OR OF THE PROVISIONS OF THIS SECTION 2 AND ANY OTHER PROVISIONS OF THIS CONTRACT
RELATING TO THE ESCROW AGENT, (II) ANY NEGLIGENCE OR OTHER TORTIOUS CONDUCT OF
ESCROW AGENT, OR (III) ANY VIOLATION OF LAW BY ESCROW AGENT.
SELLER AND
PURCHASER JOINTLY AND SEVERALLY SHALL INDEMNIFY AND HOLD ESCROW AGENT HARMLESS
FROM AND AGAINST ALL COSTS, CLAIMS AND EXPENSES, INCLUDING REASONABLE ATTORNEY'S
FEES, INCURRED IN CONNECTION WITH THE PERFORMANCE OF ESCROW AGENT'S DUTIES
HEREUNDER, EXCEPT WITH RESPECT TO ACTIONS OR OMISSIONS TAKEN OR SUFFERED BY