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 A FDIC-INSURED INTEREST-BEARING BANK ACCOUNT
OR A FDIC-INSURED MONEY MARKET FUND AS ESCROW AGENT, IN ITS DISCRETION, DEEMS
SUITABLE, 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 THE DEPOSIT UNTIL THE EARLIEST TO OCCUR OF
(I) THE CLOSING DATE, AT WHICH TIME THE DEPOSIT SHALL BE APPLIED AGAINST THE
PURCHASE PRICE, OR RELEASED TO SELLER PURSUANT TO SECTION 10.1, (II) THE DATE ON
WHICH ESCROW AGENT SHALL BE AUTHORIZED TO DISBURSE THE DEPOSIT AS SET FORTH IN
SECTION 2.3.3OR (III) IMMEDIATELY RETURNED TO PURCHASER UPON TIMELY DELIVERY OF
A NOTICE OF TERMINATION AS SET FORTH IN SECTION 3.2.
THE TAX IDENTIFICATION
NUMBERS OF THE PARTIES SHALL BE FURNISHED TO ESCROW AGENT UPON REQUEST.
2.3.3
EXCEPT AS PROVIDED FOR IN SECTION 3.2 OR IN SECTION 4.5, IF PRIOR
TO THE CLOSING DATE EITHER PARTY MAKES A WRITTEN DEMAND UPON ESCROW AGENT FOR
PAYMENT OF THE DEPOSIT, THEN 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.
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 FOR ANY ACT OR
OMISSION ON ITS PART UNLESS TAKEN OR SUFFERED IN BAD FAITH IN WILLFUL DISREGARD
OF THIS CONTRACT OR INVOLVING GROSS NEGLIGENCE.
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 ESCROW AGENT IN BAD
FAITH, IN WILLFUL DISREGARD OF THIS CONTRACT OR INVOLVING GROSS NEGLIGENCE ON
THE PART OF THE ESCROW AGENT.
2.3.5
THE PARTIES SHALL DELIVER TO ESCROW AGENT AN EXECUTED COPY OF THIS
CONTRACT.
ESCROW AGENT