TRANSFER OF IMMEDIATELY AVAILABLE FUNDS
TO AN ACCOUNT DESIGNATED BY ESCROW HOLDER NO LESS THAN THREE (3) BUSINESS DAYS
PRIOR TO CLOSING, THE PURCHASE PRICE LESS THE AMOUNT OF ANY CASH DEPOSIT WHICH
IS BEING PAID TO SELLER AT CLOSING. AT THE CLOSING, ESCROW HOLDER SHALL DELIVER
TO SELLERS THE PURCHASE PRICE AS ADJUSTED TO REFLECT PRORATIONS AND OTHER
ADJUSTMENTS MADE PURSUANT TO ARTICLE VI. EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, ESCROW HOLDER SHALL HOLD ALL AMOUNTS DEPOSITED BY BUYER UNDER THIS
SECTION 2.1(B) FOR THE BENEFIT OF BUYER UNTIL DELIVERED TO SELLERS AT THE
CLOSING AND BUYER SHALL BE ENTITLED TO A CREDIT AGAINST THE PURCHASE PRICE FOR
ALL INTEREST PAID TO SELLERS 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