THAT IS EARNED ON SUCH AMOUNTS FROM THE DATE OF THE
DEPOSIT UNTIL THE CLOSING.
(C)
THE PURCHASE PRICE IS SUBJECT TO ADJUSTMENT PURSUANT TO THE TERMS OF THE
LOAN ASSUMPTION PROVISIONS SET FORTH ON EXHIBIT AA ATTACHED HERETO AND MADE A
PART HEREOF.
SECTION 2.2.
INVESTMENT.
THE CASH PORTION OF THE DEPOSIT SHALL BE
DEPOSITED BY ESCROW HOLDER INTO AN INTEREST BEARING ACCOUNT APPROVED BY BUYER
AND SELLER AND PAID BY ESCROW HOLDER IN ACCORDANCE WITH THE TERMS AND PROVISIONS
OF THIS AGREEMENT.
SECTION 2.3.
RETURN OF DEPOSIT.
PROMPTLY AFTER THE RECEIPT BY ESCROW
HOLDER OF (A) NOTICE OF ANY DEMAND BY EITHER PARTY CLAIMING THAT IT IS ENTITLED
TO THE DEPOSIT (OR ANY PORTION THEREOF) OR (B) ANY OTHER CLAIM OR THE
COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING BY EITHER PARTY, ESCROW HOLDER
SHALL SEND A COPY OF SUCH NOTICE TO THE OTHER
5
PARTY AND INFORM THE OTHER PARTY OF SUCH CLAIM; BUT THE FAILURE BY ESCROW HOLDER
TO GIVE SUCH NOTICE SHALL IMPOSE NO LIABILITY ON THE ESCROW HOLDER SO LONG AS
ESCROW HOLDER DOES NOT RELEASE THE DEPOSIT.
IF ESCROW HOLDER SHALL RECEIVE
WRITTEN NOTICE FROM EITHER PARTY WITHIN FIVE (5) BUSINESS DAYS AFTER DELIVERY OF
SUCH NOTICE TO THE OTHER PARTY INSTRUCTING ESCROW HOLDER NOT TO DELIVER THE
DEPOSIT TO THE REQUESTING PARTY OR TO OTHERWISE HOLD THE DEPOSIT, OR IF FOR ANY
REASON THERE IS ANY DISPUTE OR UNCERTAINTY CONCERNING ANY ACTION TO BE TAKEN
HEREUNDER, ESCROW HOLDER SHALL TAKE NO ACTION AND SHALL CONTINUE TO HOLD THE
DEPOSIT UNTIL IT HAS RECEIVED INSTRUCTIONS IN WRITING CONCURRED TO BY SELLERS
AND BUYER OR UNTIL DIRECTED BY FINAL ORDER OR JUDGMENT OF A COURT OF COMPETENT
JURISDICTION, WHEREUPON ESCROW HOLDER SHALL TAKE SUCH ACTION IN ACCORDANCE WITH
SUCH INSTRUCTIONS OR SUCH ORDER.
IF NO WRITTEN NOTICE IS RECEIVED BY ESCROW
HOLDER WITHIN SUCH FIVE (5) BUSINESS DAY PERIOD, ESCROW HOLDER SHALL DELIVER A
SECOND NOTICE TO THE OTHER PARTY, AND IF NO RESPONSE IS RECEIVED WITHIN FIVE (5)
BUSINESS DAYS THEREAFTER, ESCROW HOLDER MAY DELIVER THE DEPOSIT TO THE PARTY
WHICH MADE SUCH DEMAND.
SECTION 2.4.
ADDITIONAL ESCROW TERMS.
(A) SELLERS AND BUYER HEREBY
APPOINT ESCROW HOLDER TO ACT AS THE ESCROW AGENT UNDER THE TERMS OF THIS
AGREEMENT, AND ESCROW HOLDER HAS AGREED TO ACCEPT SUCH APPOINTMENT UNDER THE
TERMS OF THIS AGREEMENT.
THE DUTIES AND RESPONSIBILITIES OF ESCROW HOLDER SHALL
BE LIMITED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
NO IMPLIED DUTIES OF
ESCROW HOLDER SHALL BE READ INTO THIS AGREEMENT.
(B)
UPON RECEIPT OF THE DEPOSIT, ESCROW HOLDER SHALL PROVIDE WRITTEN NOTICE TO
SELLERS AND BUYER ACKNOWLEDGING SUCH RECEIPT.
CONCURRENTLY WITH THE DELIVERY OF
THIS AGREEMENT, BUYER SHALL DELIVER TO ESCROW HOLDER AN EXECUTED W-9 FORM FROM
BUYER STATING BUYER'S FEDERAL TAX IDENTIFICATION NUMBER.
(C)
ESCROW HOLDER SHALL BE ENTITLED TO RELY UPON THE AUTHENTICITY OF ANY
SIGNATURE AND THE GENUINENESS AND/OR VALIDITY OF ANY WRITING RECEIVED BY ESCROW
HOLDER PURSUANT TO OR OTHERWISE RELATING TO THIS AGREEMENT.