Common use of Escrow Agent Clause in Contracts

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. ’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall not be liable: (a) to incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of the parties judgment or for any act done or omission omitted to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered be done by the Escrow Agent or exchanged in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed serving as Escrow Agent to comply hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with said time limit; (e) for the default, error, action or omission of either other party respect to the escrowDeposit. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of If there is any dispute as to whether the Escrow Agent is obligated to deliver the Deposit or as to whom the Deposit is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the Deposit until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the Initial Deposit, or, in the absence of such written authorization, the Escrow Agent may hold the Deposit or until a final determination of the Additional Deposit or any other monies held rights of the Parties in escrowan appropriate judicial proceeding. If such written authorization is not given, or of any documents held in escrowa proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent mayof such dispute, if such the Escrow Agent so elects, interplead may bring an appropriate action or proceeding for leave to deposit the matter by filing an interpleader action Deposit in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any pending such documents with respect to which there is a dispute in the registry of such court, whereupon such determination. The Escrow Agent shall be relieved reimbursed for all costs and released from any further liability with respect expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the Initial Deposit. Upon making delivery of the Deposit or in any of the Additional Deposit as Escrow Agent hereunder. manners herein provided, the Escrow Agent shall not be liable for have no further liability or obligation hereunder. The Escrow Agent’s compliance Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the Deposit and is holding the same on deposit in accordance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedthe provisions hereof.

Escrow Agent. The Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience agrees by acceptance of the monies to be deposited with it (the “Escrow Funds”) to hold the same in escrow and to disburse such monies in accordance with the terms and conditions of this Agreement. In the event of a dispute between Purchaser and Seller as to the duties or liabilities under the provisions of this Agreement, Escrow Agent may, in its sole discretion, continue to hold the monies which are subject to this escrow until the parties without fee mutually agree to the disbursement thereof or other charges for until final judgment of a court of competent jurisdiction binding the parties thereto, or it may deposit all the monies then held pursuant to this Agreement with the Clerk of the Circuit Court of Palm Beach County and, upon notifying all parties concerned of such services as Escrow Agent. action, all liability on the part of the Escrow Agent shall not be liable: (a) fully cease and terminate, except to any the extent of the parties accounting for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability monies theretofore delivered out of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute suit between Purchaser and Seller wherein the Escrow Agent is made a party by virtue of acting as to Escrow Agent hereunder, or in the disposition event of any suit wherein the Initial Deposit or Escrow Agent interpleads the Additional Deposit or any other monies held in subject matter of this escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved entitled to recover reasonable attorneys’ fees and released court costs to be paid from any further liability with respect to the Initial Deposit or Escrow Funds, but chargeable as costs in favor of the Additional Deposit as Escrow Agent hereunderprevailing party. All parties agree that the Escrow Agent shall not be liable to any party or person whomsoever for misdelivery of monies subject to this escrow to Purchaser or Seller unless such misdelivery shall be due to willful breach of this Agreement or gross negligence on the part of the Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment . The parties expressly recognize that Escrow Agent is the attorney for the Seller and decree of any court, whether issued with or without jurisdictionboth parties agree that such representation will continue through this transaction, and whether or may further continue subsequent to the Closing. Purchaser acknowledges that Escrow Agent may represent the Seller for all matters related to this transaction, including, but not subsequently vacatedlimited to, modified, set aside or reversedany litigation arising herein and that such duties as Escrow Agent shall not disqualify Seller’s attorney from representing Seller in such matters.

Escrow Agent. The Escrow Agent referred shall be obligated, and shall have the right hereunder to make demands, to give notices, to exercise or refrain from existing any rights, and to take or refrain from taking action solely in accordance with this Agreement. The Escrow Agent may not resign, or be removed, except in accordance with the definition thereof contained in Section 1.1 hereof has agreed to act Escrow Agreement dated as such for of March 31, 1999, between the convenience of Seller and the parties without fee or other charges for such services as Escrow Agent. Upon the acceptance of any appointment as a Escrow Agent by a successor Escrow Agent by execution of an instrument accepting the same and all obligations of a Escrow Agent hereunder, that successor Escrow Agent shall not thereupon succeed to and become vested with all the rights, powers, privileges and duties of the predecessor Escrow Agent under this Agreement, and the predecessor Escrow Agent shall thereupon be liable: (a) discharged from its duties and obligations under this Agreement. After any predecessor Escrow Agent's resignation or removal, the provisions of this Agreement shall inure to its benefit as to any of the parties for actions taken or omitted to be taken by it under this Agreement while it was Escrow Agent. Upon its resignation, any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received payment by it, believed the Seller of all reasonable expenses incurred by such Escrow Agent, it in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit acting as Escrow Agent hereunder. The Seller agrees to execute and deliver to any successor Escrow Agent appointed hereunder all such documents as may be necessary to preserve and protect the rights of the Buyer. Any corporation into which the Escrow Agent may be merged or with which it may be consolidated or converted, or to which substantially all of its corporate trust business may be transferred, shall not be liable for automatically succeed to all of the rights and obligations of its predecessor and shall become the Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree Agent hereunder without further action on the part of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedof the parties hereto.

Escrow Agent. By their execution and delivery of this Agreement, Buyer and Seller acknowledge and confirm that under certain circumstances deposits (including the funds subject to this Agreement) may not be insured or fully insured by the Federal Deposit Insurance Corporation (“FDIC”). Each party has made its own analysis of FDIC insurance regulations affecting, or potentially affecting, the funds subject to this Agreement and is not relying upon any advice from Escrow Agent referred as to in FDIC matters. Buyer and Seller understand and agree that Escrow Agent is holding the definition thereof contained in Section 1.1 hereof has agreed to act escrow funds as such for agent and that the convenience funds are not trust funds. Simultaneously with final disbursement of the parties without fee or other charges for such services as escrow funds pursuant to this Agreement, Escrow AgentAgent shall be released of all liability and responsibility under this Agreement. Escrow Agent shall not be liable: (a) to may act in reliance upon any of the parties for any act writing or omission to act except for its own negligence instrument or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by signature which it, believed by such Escrow Agent, in good faith, believes to be bona fide genuine. Escrow Agent may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof, has been duly authorized to do so. Escrow Agent undertakes and genuineagrees to perform only such duties as expressly set forth herein. The duty of Escrow Agent hereunder shall be limited to the safe keeping of the escrow funds and the disposition of same in accordance with the provisions hereof. Escrow Agent shall have the right, but not the obligation, to require a written statement signed by Buyer and Seller confirming satisfaction of all conditions precedent to disbursement of funds hereunder and authorizing disbursement of said funds, together with accrued interest, if any. All notices to or from Escrow Agent shall be in writing. Buyer and Seller hereby release Escrow Agent from any losses incurred with respect to funds deposited hereunder by reason of the absence of or insufficiency of FDIC insurance with respect to such funds. Buyer and Seller acknowledge that Escrow Agent has entered into this Agreement at their specific request and, in order to induce Escrow Agent to accept said escrow, do hereby agree to indemnify and hold Escrow Agent harmless from all loss, cost and expense, including reasonable attorneys’ fees and court costs, which it may suffer or incur as a result of acting as Escrow Agent under this Agreement, including, without limitation, claims arising with respect to the absence or insufficiency of FDIC insurance for funds subject to this Agreement. In the event of any dispute as to the disposition disbursement of the Initial Deposit or the Additional Deposit escrow funds or any other monies held in escrow, claim thereto by any party or of any documents held in escrowperson, Escrow Agent mayshall have the right to bring a suit in interpleader in the Circuit Court for Dallas County, if such Texas naming the parties to this Agreement and any other parties as may be appropriate in the opinion of Escrow Agent. Buyer and Seller shall indemnify and hold harmless Escrow Agent so electsfrom all costs, interplead including attorneys’ fees, in connection with such interpleader action. Upon the matter by filing an interpleader action of said suit and deposit of the balance of escrow funds in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional DepositCourt, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved have the right to withdraw from said suit, and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. all obligations of Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment cease and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedterminate.

Escrow Agent. The Escrow Agent referred shall deposit the Xxxxxxx Money Deposit and Extension Fee, if any, into an interest-bearing, money market account with a local bank upon execution and delivery of all forms (including a fully-executed IRS Form W-9) and necessary documents and to in disburse said funds according to the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience terms of the parties without fee or other charges for such services as Escrow Agentthis Agreement. Escrow Agent shall not be liable: (a) to any notify the parties hereto of the parties for any act or omission to act except for its own negligence or willful misconduct; date of deposit, name of institution and current interest rate within five (b5) for any legal effect, insufficiency, or undesirability days of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment date of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuinedeposit. In the event of any dispute a breach of this Agreement by either Seller or Buyer, or if, in the sole discretion of the Escrow Agent, some doubt exists as to when, to whom or under what circumstances such Xxxxxxx Money Deposit and Extension Fee, if any, shall be disbursed hereunder, and the disposition of parties hereto are unable after ten (10) days' prior written notice thereof from Escrow Agent to agree and direct Escrow Agent, in writing, as to when, to whom or under what circumstances Escrow Agent shall disburse the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrowsame, Escrow Agent mayshall be entitled to interplead said Xxxxxxx Money Deposit into the Circuit Court of the county in which the Property is located, if such without further liability or responsibility on its part. Costs, expenses and attorneys' fees incurred by Escrow Agent so elects, interplead in connection with any such interpleader may be deducted by Escrow Agent from the matter by filing an interpleader action in a court amount of competent jurisdiction in the county or circuit where the Real Property is located (Deposit prior to the jurisdiction of which all parties do hereby consent), and pay its deposit into the registry of the court Court. In any event, however, all parties agree that Escrow Agent shall have no liability or any further responsibility to any party or person whomsoever for any disbursement of the Initial Xxxxxxx Money Deposit and Extension Fee, if any, made by Escrow Agent in good faith unless such disbursement shall constitute a willful breach of the duties and obligations of Escrow Agent under this Agreement or gross negligence on the Additional Depositpart of Escrow Agent. The interest received on the Xxxxxxx Money Deposit and Extension Fee, or deposit any such documents with respect if any, shall be applied to which there is a dispute in the registry account of such courtBuyer at closing. Upon disbursing the Xxxxxxx Money Deposit and Extension Fee, whereupon such if any, under the provisions of this Agreement, the Escrow Agent shall be relieved and released from any further all liability with respect to the Initial Xxxxxxx Money Deposit and Extension Fee, if any, except for an accounting thereof. The Buyer and Seller, jointly and severally, agree to pay directly, or reimburse the Additional Escrow Agent for any and all expenses incurred by the Escrow Agent in any such action. As between the Buyer and Seller, the non-prevailing party in any action pertaining to the Xxxxxxx Money Deposit and Extension fee, if any, shall be responsible for any and all expenses incurred by the Escrow Agent on any such action. Both Buyer and Seller, hereby acknowledge that the Escrow Agent is acting solely as a fiduciary to the parties. Seller hereby expressly acknowledges that Escrow Agent also serves as counsel to Buyer in connection with this Agreement and the transaction contemplated herein and Seller specifically acknowledges and agrees that the duties, as Escrow Agent Agent, hereunder. Escrow Agent , shall not be liable for Escrow Agent’s compliance with disqualify such law firm from presenting Buyer as Buyer's counsel in any legal processmatter which arises under or which is a result of this Agreement, subpoenaincluding, writwithout limitation, ordera dispute relating to the Xxxxxxx Money Deposit and Extension Fee, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedif any.

Escrow Agent. Escrow Agent referred agrees to accept, hold and disburse the Deposit in accordance with the definition thereof contained in Section 1.1 hereof has agreed terms and conditions of this Agreement. In the event of doubt as to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. 's duties or liabilities under this Agreement, Escrow Agent shall not be liablemay, in its sole discretion: (a) continue to any hold the subject matter of this escrow until the parties mutually agree to the disbursement thereof or until a judgment of a court of competent jurisdiction determines the rights of the parties for any act therein; or omission to act except for its own negligence or willful misconduct; (b) for any legal effectdeposit the same with the Clerk of Circuit Court of Orange County Florida and upon notifying all parties concerned of such action, insufficiency, or undesirability all liability on the part of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party will fully terminate except to the extent of an accounting for items theretofore delivered out of escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute legal action involving Buyer and Seller wherein Escrow Agent is made a party by virtue of acting as to Escrow Agent hereunder, or in the disposition event of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or commencement of any documents held in legal action wherein Escrow Agent interpleads the subject matter of this escrow, Escrow Agent maywill be entitled to recover reasonable attorney's fees and costs incurred, including, without limitation, those incurred on appeal, if such any, and in any administrative, mediation, arbitration or bankruptcy proceedings, said fees and costs to be charged and assessed as court costs in favor of the prevailing party and deducted from the funds interpleaded. Buyer and Seller agree that the Escrow Agent so electswill not be liable to any party or person whatsoever for misdelivery of the Deposit, interplead unless such misdelivery is due to the matter willful breach of this Agreement or gross negligence on the part of Escrow Agent, nor will Escrow Agent be liable for any action taken by filing an interpleader action it, unless taken or suffered in a court willful disregard of competent jurisdiction its obligations hereunder or with gross negligence. Additionally, Seller acknowledges that in the county event of any disagreement between Seller and Buyer concerning the Deposit, the transaction under this Agreement or circuit where the Real Property is located (any other matter related to the jurisdiction of which all parties do hereby consent)Property, and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved may continue to represent Buyer in connection with such dispute, including negotiations, arbitration, mediation and released from any further liability with respect to the Initial Deposit or the Additional Deposit litigation, so long as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal processfirst delivers the Deposit to the Clerk of Circuit Court of Orange County, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedFlorida in the manner previously contemplated in this ss.19.

Escrow Agent. Escrow Any Closing Agent referred or escrow agent (collectively "Agent") receiving the Deposit, other funds and other items is authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow within the definition thereof contained State of Florida and, subject to COLLECTION, disburse them in Section 1.1 hereof has agreed accordance with terms and conditions of this Contract. Failure of funds to act as such become COLLECTED shall not excuse Xxxxx's performance. When conflicting demands for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiencyDeposit are received, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in has a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent good faith doubt as to comply with said time limit; (e) for the default, error, action or omission of either other party entitlement to the escrowDeposit, Agent may take such actions permitted by this Paragraph 13, as Agent deems advisable. Escrow Agent, If in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute doubt as to Agent's duties or liabilities under the disposition provisions of the Initial Deposit or the Additional Deposit or any other monies held in escrowthis Contract, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so electsat Agent's option, interplead continue to hold the subject matter by filing an interpleader action in of the escrow until the parties hereto agree to its disbursement or until a judgment of a court of competent jurisdiction shall determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An attorney who represents a party and also acts as Agent may represent such party in such action. Upon notifying all parties concerned of such action, all liability on the county or circuit where the Real Property is located (part of Agent shall fully terminate, except to the jurisdiction extent of which all parties do hereby consent)accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S., as amended and pay into FREC rules to timely resolve escrow disputes through mediation, arbitration, interpleader or an escrow disbursement order. Any proceeding between Xxxxx and Seller wherein Agent is made a party because of acting as Agent hereunder, or in any proceeding wherein Agent interpleads the registry subject matter of the court the Initial Deposit or the Additional Depositescrow, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall recover reasonable attorney's fees and costs incurred with these amounts to be relieved paid pursuant to court order out of the escrowed funds or equivalent and released from any further liability with respect to charged and awarded as court costs in favor of the Initial Deposit or the Additional Deposit as Escrow Agent hereunderprevailing party. Escrow Agent shall not be liable to any party or person for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree mis-delivery of any courtescrowed items, whether issued with unless such mis-delivery is due to willful breach of this Contract or without jurisdiction, and whether Agent's gross negligence. This Paragraph 13 shall survive Closing or not subsequently vacated, modified, set aside or reversedtermination of this Contract.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof of this Agreement has agreed to act as such for the convenience of the parties Parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties Parties for any act or omission to act except for its own negligence willful misconduct or willful misconductgross negligence; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties Parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party Party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties both Parties do hereby by this Agreement consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s 's compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or Deposit, the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent general jurisdiction in the county parish or circuit where the Real Property is located (to the jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry Registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s 's compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof of this Agreement has agreed to act as such for the convenience of the parties Parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties Parties for any act or omission to act except for its own negligence willful misconduct or willful misconductgross negligence; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties Parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party Party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties both Parties do hereby by this Agreement consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. The Escrow Agent referred shall immediately deposit for collection and shall hold all Deposits delivered to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) accountable for the yield earned on such escrow account, except for interest actually earned. If there is any dispute as to whether the Escrow Agent is obligated to deliver any monies which it holds or to whom said monies are to be delivered, the Escrow Agent shall not be obligated to make any delivery, but in such event the Escrow Agent may hold same until receipt by the Escrow Agent of an authorization in writing signed by all of the parties having an interest in such dispute directing the disposition of same; or, in the absence of such authorization, the Escrow Agent may hold such monies with interest thereon until the final determination of the rights of the parties pursuant to appropriate legal proceedings. If such written authorization is not given or such legal proceeding for determination not commenced and diligently continued, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the monies it holds in escrow in court, pending such determination. In the event the Escrow Agent places the monies it holds in escrow in the registry of the Court having jurisdiction with regard to this transaction and files en action of interpleader naming the parties hereto, the Escrow Agent shall be released and relieved from any and all further obligations and liability hereunder. The Escrow Agent shall not be responsible for any act acts or omission to act omissions except for its own negligence willful misconduct or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuinegross negligence. In the event of any dispute as with regard to the disposition of the Initial Deposit or the Additional Deposit or any other monies which are being held in escrowby Escrow Agent, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability then with respect to the Initial Deposit or the Additional Deposit as costs and expenses incurred by Escrow Agent hereunder. Escrow Agent shall in connection with the filing of an interpleader action (including, but not be liable limited to, reasonable attorneys' and paralegals' fees for Escrow Agent’s compliance 's attorneys) the non-prevailing party hereby indemnifies and holds Escrow Agent harmless from all loss, cost or expense including, but not limited to, attorneys' fees and court costs through all trial and appellate levels incurred by Escrow Agent in connection with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedthis Agreement.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, failure insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit Deposit, or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent general jurisdiction in the county or circuit where the an individual Real Property is located (to the jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry Registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s 's compliance with any legal process, process subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, modified set aside or reversed.

Escrow Agent. Escrow Agent referred agrees to accept, hold and disburse the Deposit in accordance with the definition thereof contained in Section 1.1 hereof has agreed terms and conditions of this Agreement. In the event of doubt as to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. 's duties or liabilities under this Agreement, Escrow Agent shall not be liablemay, in its sole discretion: (a) continue to any hold the subject matter of this escrow until the parties mutually agree to the disbursement thereof or until a judgment of a court of competent jurisdiction determines the rights of the parties for any act therein; or omission to act except for its own negligence or willful misconduct; (b) for any legal effectdeposit the same with the Clerk of Circuit Court of Orange County Florida and upon notifying all parties concerned of such action, insufficiency, or undesirability all liability on the part of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party will fully terminate except to the extent of an accounting for items theretofore delivered out of escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute legal action involving Buyer and Seller wherein Escrow Agent is made a party by virtue of acting as to Escrow Agent hereunder, or in the disposition event of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or commencement of any documents held in legal action wherein Escrow Agent interpleads the subject matter of this escrow, Escrow Agent maywill be entitled to recover reasonable attorney's fees and costs incurred, including, without limitation, those incurred on appeal, if such any, and in any administrative, mediation, arbitration or bankruptcy proceedings, said fees and costs to be charged and assessed as court costs in favor of the prevailing party and deducted from the funds interpleaded. Buyer and Seller agree that the Escrow Agent so electswill not be liable to any party or person whatsoever for misdelivery of the Deposit, interplead unless such misdelivery is due to the matter willful breach of this Agreement or gross negligence on the part of Escrow Agent, nor will Escrow Agent be liable for any action taken by filing an interpleader action it, unless taken or suffered in a court willful disregard of competent jurisdiction its obligations hereunder or with gross negligence. Additionally, Seller acknowledges that in the county event of any disagreement between Seller and Buyer concerning the Deposit, the transaction under this Agreement or circuit where the Real Property is located (any other matter related to the jurisdiction of which all parties do hereby consent)Property, and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved may continue to represent Buyer in connection with such dispute, including negotiations, arbitration, mediation and released from any further liability with respect to the Initial Deposit or the Additional Deposit litigation, so long as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal processfirst delivers the Deposit to the Clerk of Circuit Court of Orange County, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedFlorida in the manner previously contemplated in this ss.18.

Escrow Agent. The Escrow Agent referred to in the definition ------------- thereof contained in Section Paragraph 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged exchange by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed the Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. The Escrow Agent, in its capacity as escrow agent, Agent shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In The Escrow Agent is counsel for Purchaser. It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, the Escrow Agent may, if such Escrow Agent so elects, interplead the matter parties by filing an interpleader action in any court having subject matter jurisdiction of such a court of competent jurisdiction in the county or circuit where the Real Property is located matter (to the personal jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Depositand any other monies held in escrow, or deposit any such documents with respect to which there is a dispute in the registry of such courtincluding all interest earned thereon, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. In the event of such interpleader action, the Escrow Agent shall not be disabled from representing a party hereto. Escrow Agent shall not be liable for Escrow Agent’s 's compliance with any legal process, subpoena, writwrits, orderorders, judgment judgments and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent referred shall hold the Deposit in escrow and disburse it in accordance with the terms and conditions of this Agreement. In the event it is in doubt as to its duties or liabilities under this Agreement, the Escrow Agent may, in its sole discretion, continue to hold the definition thereof contained in Section 1.1 hereof has agreed Deposit until the parties mutually agree as to act as such for the convenience disbursement thereof, or until the rights of the parties without fee are determined in accordance with the Contract, or other charges for it may deliver the Deposit then held pursuant to this Agreement to the Clerk of the Circuit Court of Xxxxx County, Florida, and upon notifying all parties concerned of such services as Escrow Agent. delivery, all liability on the part of the Escrow Agent shall not be liable: (a) fully cease and terminate, except to any the extent of the parties accounting for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability monies theretofore delivered out of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to between Purchaser and Seller wherein the disposition Escrow Agent is made a party or if Escrow Agent interpleads the subject matter of the Initial Deposit or the Additional Deposit or any other monies held in this escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved entitled to recover its attorneys' fees and released costs incurred, said fees and costs to be charged and assessed against the non-prevailing party in any such dispute, but, if not paid by the non-prevailing party then the prevailing party shall pay such fees and costs with the right to recover from any further liability with respect to the Initial Deposit or non-prevailing party for such payment. All parties agree that the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable to any party or person whomsoever for misdelivery to Purchaser or Seller of the Deposit, unless such misdelivery shall be due to willful breach of this Agreement or gross negligence on the part of the Escrow Agent’s compliance with any legal process. Both Purchaser and Seller, subpoenajointly and severally, writagree to indemnify and hold Escrow Agent harmless from all expenses, order, judgment costs and decree of any court, whether issued damages incurred by Escrow Agent in connection with or without jurisdictionas a result of its acting as Escrow Agent herein but excepting only such costs, expenses and whether damages as result from the willful breach or not subsequently vacated, modified, set aside or reversedgross negligence of Escrow Agent. Both parties recognize and acknowledge that Escrow Agent has agreed to serve as Escrow Agent only as a convenience to both parties.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of or any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence consequences of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Depositsuch monies held by Escrow Agent, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Seller and Purchaser jointly and severally agree to defend (by attorneys selected by Escrow Agent), 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 or in willful disregard of this Agreement or involving gross negligence on the part of Escrow Agent.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent maymay continue to hold the Deposit pursuant to the terms hereof, or if such Escrow Agent so elects, interplead the matter at the joint and several cost of Purchaser and Seller by filing an interpleader action in a court of competent general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry Registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any 8665334v.12 court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Purchaser and Seller agree to jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and attorney’s fee (collectively called “Expenses”) in connection with or in any way arising out of the escrow arrangement, other than expenses resulting from the Escrow Agent’s own gross negligence or willful misconduct.

Escrow Agent. The Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged exchange by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed the Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. The Escrow Agent, in its capacity as escrow agent, Agent shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit Deposit, if any, or any other monies held in escrow, or of any documents held in escrow, the Escrow Agent may, if such Escrow Agent so elects, interplead the matter parties by filing an interpleader action in any court having subject matter jurisdiction of such a court of competent jurisdiction in the county or circuit where the Real Property is located matter (to the personal jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit if any, and any such documents with respect to which there is a dispute other monies held in the registry of such courtescrow, including all interest earned thereon, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. In the event of such interpleader action, the Escrow Agent shall not be disabled from representing a party hereto. Escrow Agent shall not be liable for Escrow Agent’s 's compliance with any legal process, subpoena, writwrits, orderorders, judgment judgments and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Any Closing Agent referred or escrow agent (collectively "Agent") receiving the Deposit, other funds and other items is authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow within the definition thereof contained State of Florida and, subject to COLLECTION, disburse them in Section 1.1 hereof has agreed accordance with terms and conditions of this Contract. Failure of funds to act as such become COLLECTED shall not excuse Buyer's performance. When conflicting demands for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiencyDeposit are received, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in has a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent good faith doubt as to comply with said time limit; (e) for the default, error, action or omission of either other party entitlement to the escrowDeposit, Agent may take such actions permitted by this Paragraph 13, as Agent deems advisable. Escrow Agent, If in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute doubt as to Agent's duties or liabilities under the disposition provisions of the Initial Deposit or the Additional Deposit or any other monies held in escrowthis Contract, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so electsat Agent's option, interplead continue to hold the subject matter by filing an interpleader action in of the escrow until the parties hereto agree to its disbursement or until a judgment of a court of competent jurisdiction shall determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An attorney who represents a party and also acts as Agent may represent such party in such action. Upon notifying all parties concerned of such action, all liability on the county or circuit where the Real Property is located (part of Agent shall fully terminate, except to the jurisdiction extent of which all parties do hereby consent)accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S., as amended and pay into FREC rules to timely resolve escrow disputes through mediation, arbitration, interpleader or an escrow disbursement order. Any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, or in any proceeding wherein Agent interpleads the registry subject matter of the court the Initial Deposit or the Additional Depositescrow, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall recover reasonable attorney's fees and costs incurred with these amounts to be relieved paid pursuant to court order out of the escrowed funds or equivalent and released from any further liability with respect to charged and awarded as court costs in favor of the Initial Deposit or the Additional Deposit as Escrow Agent hereunderprevailing party. Escrow Agent shall not be liable to any party or person for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree mis-delivery of any courtescrowed items, whether issued with unless such mis-delivery is due to willful breach of this Contract or without jurisdiction, and whether Agent's gross negligence. This Paragraph 13 shall survive Closing or not subsequently vacated, modified, set aside or reversedtermination of this Contract.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence willful misconduct or willful misconductgross negligence; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent maymay continue to hold the Deposit pursuant to the terms hereof, or if such Escrow Agent so elects, interplead the matter at the joint and several cost of Purchaser and Seller by filing an interpleader action in a court of competent general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry Registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Purchaser and Seller agree to jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and attorney’s fee (collectively called “Expenses”) in connection with or in any way arising out of the escrow arrangement, other than expenses resulting from the Escrow Agent’s own gross negligence or willful misconduct.

Escrow Agent. (a) If the sum paid under Section 2.01 or any other sums paid on account of the Purchase Price prior to the Closing (collectively, "Downpayment") are paid by check or checks drawn to the order of and delivered to the escrow agent designated in SCHEDULE C ("Escrow Agent"), the Escrow Agent referred shall hold the proceeds thereof in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrow Agent) until the Closing or sooner termination of this contract and shall pay over or apply such proceeds in accordance with the terms of this section. Escrow Agent need not hold such proceeds in an interest-bearing account, but if any interest is earned thereon, such interest shall be paid to in the definition thereof contained in Section 1.1 hereof has agreed same party entitled to act as the escrowed proceeds, and the party receiving such for the convenience interest shall pay any income taxes thereon. The tax identification numbers of the parties without fee are either set forth in SCHEDULE C or shall be furnished to Escrow Agent upon request. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrow Agent to Seller. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of such amount, Escrow Agent shall give written notice to the other charges party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within 10 business days after the giving of such notice, Escrow Agent is hereby authorized too make such payment. If Escrow Agent does receive such written objection within such 10 day period or if for any other reason Escrow Agent in good faith shall elect not to make such services as payment, Escrow AgentAgent shall continue to hold such amount until otherwise directed by written instructions from the parties to this contract or a final judgment of a court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the country in which the Land is located. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed give written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry notice of such court, whereupon deposit to Seller and Purchaser. Upon such deposit Escrow Agent shall be relieved and released from any discharged of all further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent obligations and responsibilities hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own gross negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of or any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence consequences of delay, unless a properly executed written instructioninstruction from one the parties hereto, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Depositsuch monies held by Escrow Agent, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence willful misconduct or willful misconductgross negligence; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry Registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. In the event the Escrow Agent referred is in doubt as to its duties and liabilities under the provisions of this Agreement, the Escrow Agent may, in its sole discretion, continue to hold the definition thereof contained monies or instruments which are the subject of the escrow until the parties mutually agree in Section 1.1 hereof has agreed writing to act as such for disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the convenience rights of the parties without fee thereto, or other charges for it may deposit all the monies and/or instruments then held pursuant to this Agreement with the Clerk of the Circuit Court of the county where the Property is located, and upon notifying all parties concerning such services as Escrow Agent. action, all liability on the part of the Escrow Agent shall not be liable: (a) fully cease and terminate, except to any the extent of the parties accounting for any act monies or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability instruments theretofore delivered out of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute suit between the Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as to Escrow Agent hereunder, or in the disposition event of any suit wherein the Initial Deposit or Escrow Agent interpleads the Additional Deposit or any other monies held in subject matter of this escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved entitled to recover reasonable attorneys’ fees and released from any further liability with costs incurred, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. With respect to interpleader actions, reasonable attorneys’ fees and costs due to the Initial Deposit or the Additional Deposit as Escrow Agent hereundershall be paid from the interplead funds. In the event of any litigation arising out of this Agreement or concerning the Property to be sold and purchased pursuant to the terms hereof, the Escrow Agent shall not be liable for disqualified from representing the Buyer by reason of the fact that the Escrow Agent shall have held or is then holding the Deposit, or any portion thereof, in escrow pursuant to the terms of this Agreement. Xxxxx and Seller, jointly and severally, agree to indemnify, defend and hold harmless Escrow Agent from and against any and all costs, losses, claims, damages, liabilities and expenses, including reasonable attorneys’ fees which may be incurred by Escrow Agent in connection with its duties as Escrow Agent hereunder, which are not attributable to the willful default or gross negligence of Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree . This section shall survive the Closing or earlier termination of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedthis Agreement.

Escrow Agent. The Escrow Agent referred to in the definition thereof contained in Section Paragraph 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged exchange by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed the Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. The Escrow Agent, in its capacity as escrow agent, Agent shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In It is agreed that the Escrow Agent shall not be disqualified from representing said party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, the Escrow Agent may, if such Escrow Agent so elects, interplead the matter parties by filing an interpleader action in a court of competent jurisdiction the Circuit Court in the county or circuit where the Real Property is located and for Montxxxxxx Xxxnty, Maryland (to the jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Depositand any other monies held in escrow, or deposit any such documents with respect to which there is a dispute in the registry of such courtincluding all interest earned thereon, whereupon such Escrow Agent shall be relieved and released release from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. The Withheld Portion is for the purpose of (1) protecting Buyer in the event any of Seller’s Accounts Receivables are not collected; and (2) to pay claims that Seller is obligated to indemnify Buyer for under this Agreement. Six (6) months after Closing Buyer shall determine the difference, if any, between the amount of Accounts Receivable collected and the amount of Accounts Receivable purchased (the “Shortfall”). Buyer and Seller shall jointly communicate to Escrow Agent referred in writing the amount of the Shortfall, if any, due to Buyer, and the balance of the Withheld Portion, if any, due to Seller (the “A/R Notice”). Buyer and Seller shall include in the definition thereof contained in Section 1.1 hereof has agreed A/R Notice if there is any pending claim for which Seller may be obligated to act as indemnify Buyer under this Agreement and if so, details regarding such for the convenience claim(s). Upon receipt of the parties without fee or other charges for such services as Escrow Agent. A/R Notice, Escrow Agent shall not be liable: release (ai) the Shortfall, if any, from escrow and remit to any Buyer, and (ii) the balance of the parties for any act or omission Withheld Portion, if any, from escrow and remit to act except for its own negligence or willful misconductSeller; (b) for any legal effectprovided that if there is a pending indemnification claim specified in the A/R Notice, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged shall retain the amount of the Withheld Portion equal to the indemnification claim (“Indemnity Amount”) and remit the balance of the Withheld Portion, if any, in accordance with the terms of the A/R Notice. If there is a pending indemnification claim specified in the A/R Notice, Escrow Agent shall retain the Indemnity Amount in escrow until the pending indemnification claim is finally resolved to the satisfaction of Buyer and Seller unless otherwise agreed in writing by the parties hereunder, whether hereto or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted as ordered by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction jurisdiction. Seller shall also receive the interest earned, if any, on the Withheld Portion. Following the Closing Date, in the county or circuit where the Real Property is located (addition to the jurisdiction Buyer’s obligations specified in Section 4.3(j) above, Buyer shall provide Seller with a weekly schedule of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents payment collections by customer with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released Accounts Receivables. Buyer will use its best efforts to collect all outstanding Accounts Receivables purchased from any further liability with respect Seller pursuant to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent this Agreement provided Buyer shall not be liable obligated to file a lawsuit or expend any money to collect same. All payments received from a customer shall be applied by Buyer in order of the oldest Accounts Receivable of such customer’s Accounts Receivables. The Asset Purchase Price shall be reduced on a dollar for Escrow Agentdollar basis by the amount of aggregate Seller’s compliance Accounts Receivables purchased by Buyer but not collected as of six (6) months after the Closing. Throughout the six (6)-month period after the Closing Date, Seller shall have the right to communicate with each customer regarding Accounts Receivables outstanding as of the Closing Date and the payment thereof to Buyer. Seller shall promptly provide Buyer with copies of all written communications to a customer. Buyer shall promptly provide Seller with copies of all written communications to a customer regarding such Accounts Receivables. Seller agrees that the Withheld Portion may also be used to offset any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedDamages incurred by Buyer for which Seller is indemnifying Buyer under Section 6.1.

Escrow Agent. Escrow Any Closing Agent referred or escrow agent (collectively "Agent") receiving the Deposit, other funds and other items is authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow within the definition thereof contained State of Florida and, subject to COLLECTION, disburse them in Section 1.1 hereof has agreed accordance with terms and conditions of this Contract. Failure of funds to act as such become COLLECTED shall not excuse Buxxx'x performance. When conflicting demands for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiencyDeposit are received, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in has a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent good faith doubt as to comply with said time limit; (e) for the default, error, action or omission of either other party entitlement to the escrowDeposit, Agent may take such actions permitted by this Paragraph 13, as Agent deems advisable. Escrow Agent, If in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute doubt as to Agent's duties or liabilities under the disposition provisions of the Initial Deposit or the Additional Deposit or any other monies held in escrowthis Contract, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so electsat Agent's option, interplead continue to hold the subject matter by filing an interpleader action in of the escrow until the parties hereto agree to its disbursement or until a judgment of a court of competent jurisdiction shall determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An attorney who represents a party and also acts as Agent may represent such party in such action. Upon notifying all parties concerned of such action, all liability on the county or circuit where the Real Property is located (part of Agent shall fully terminate, except to the jurisdiction extent of which all parties do hereby consent)accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S., as amended and pay into FREC rules to timely resolve escrow disputes through mediation, arbitration, interpleader or an escrow disbursement order. Any proceeding between Buxxx xnd Seller wherein Agent is made a party because of acting as Agent hereunder, or in any proceeding wherein Agent interpleads the registry subject matter of the court the Initial Deposit or the Additional Depositescrow, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall recover reasonable attorney's fees and costs incurred with these amounts to be relieved paid pursuant to court order out of the escrowed funds or equivalent and released from any further liability with respect to charged and awarded as court costs in favor of the Initial Deposit or the Additional Deposit as Escrow Agent hereunderprevailing party. Escrow Agent shall not be liable to any party or person for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree mis-delivery of any courtescrowed items, whether issued with unless such mis-delivery is due to willful breach of this Contract or without jurisdiction, and whether Agent's gross negligence. This Paragraph 13 shall survive Closing or not subsequently vacated, modified, set aside or reversedtermination of this Contract.

Escrow Agent. The Escrow Agent referred shall not be entitled to any fees or compensation for its services as the Escrow Agent hereunder. The sole responsibility of the Escrow Agent shall be to disburse the Earnxxx Xxxey in the definition thereof contained in Section 1.1 hereof has agreed accordance with this Agreement and to act as such account to Seller and to Purchaser for the convenience Earnxxx Xxxey. Escrow Agent shall have no obligation or authority to determine the appropriateness of any request for disbursements made pursuant to this Agreement. Escrow Agent is hereby authorized and agrees by acceptance thereof to hold the Earnxxx Xxxey in escrow and to disburse the Earnxxx Xxxey in accordance with the terms and conditions of this Agreement. In the event of doubt as to its duties or liabilities under the provisions of this Agreement, or if either Seller or Purchaser disputes in writing a claim by the other to the Earnxxx Xxxey, the Escrow Agent may, in its sole discretion, continue to hold the Earnxxx Xxxey until the parties having an interest therein mutually agree in writing to the disbursement thereof or until a judgment of a court of competent jurisdiction shall determine the rights of the parties without thereto, or Escrow Agent may deposit the Earnxxx Xxxey then held pursuant to this Agreement with the Clerk of the Circuit Court of Orange County, Florida and upon notifying all parties concerned of such action, all liability on the part of Escrow Agent shall fully terminate except to the extent of accounting for any money delivered out of escrow. In the event of any suit wherein Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, Escrow Agent shall be entitled to recover reasonable attorney's fee and costs incurred. All parties agree that Escrow Agent shall not be liable to any party or other charges person whomsoever for misdelivery to Seller or to Purchaser of money subject to this escrow, or for any act or omission on its part undertaken, unless such services as misdelivery, act or omission shall be due to bad faith and in willful disregard of this Agreement, or due to negligence. In the event Escrow AgentAgent returns the Earnxxx Xxxey to Purchaser, Escrow Agent shall provide concurrent written notice of such return to Seller. Escrow Agent shall not be liable: (a) responsible for assuring the rate of interest to accrue on the Earnxxx Xxxey, for any fluctuation in the rate of interest accruing on the Earnxxx Xxxey, for any failures on the part of the parties depository bank, for the unavailability of deposit insurance on all or any portion of the Earnxxx Xxxey, or for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by other matters beyond the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide direct and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.exclusive

Escrow Agent. Escrow Agent referred shall be Commonwealth Land Title Insurance Company, c/o New York Land Services, Attention: Xxxxxx Xxxx. Any funds (including, without limitation, the Deposit), documents or other property delivered to Escrow Agent pursuant to this Agreement shall be held by Escrow Agent in trust. Buyer acknowledges that the sub-account into which funds are to be deposited cannot be established without Buyer furnishing Escrow Agent with an executed original Form W-9. Buyer represents and warrants to Escrow Agent that its Federal Taxpayer Identification Number is the number provided in the definition thereof contained in Section 1.1 hereof has agreed Form W-9 delivered to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. References to the Deposit or any other funds delivered to Escrow Agent hereunder shall include any and all interest accrued thereon. Seller and Buyer acknowledge that Escrow Agent, as the escrow agent, has no duties or responsibilities hereunder other than to hold any funds, documents or other property deposited with it pursuant to this Agreement. In the event of any dispute regarding any action taken, or proposed to be taken, by Escrow Agent with respect to any funds, documents or other property held by Escrow Agent pursuant to this Agreement or if any dispute arises with respect to this Agreement and Escrow Agent’s duties hereunder, whether such dispute arises between the parties hereto or between the parties hereto and other persons, Escrow Agent, in its sole discretion, may cause such funds, documents and other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by Escrow Agent, and Seller and Buyer, jointly and severally, agree to pay directly, or reimburse Escrow Agent for, any and all expenses so incurred by Escrow Agent, including, but not limited to, any reasonable attorneys’ fees incurred by Escrow Agent in any such action; provided, that one-half of any such fees and expenses shall be paid by Seller and one-half shall be paid by Buyer. Seller and Buyer acknowledge that Escrow Agent’s duties are purely ministerial in nature and that Escrow Agent is acting hereunder solely as a stakeholder and at the request of the Parties and as a convenience to the Parties and that Escrow Agent shall not be liable: (a) deemed to be the agent of any of the parties Parties and that Escrow Agent shall not be liable for (i) any loss, cost or damage which it may incur as a result of serving as escrow agent hereunder, except for any act loss, cost or omission to act except for damage arising out of its own willful misconduct or gross negligence or willful misconduct; failure to comply with the terms of this Agreement, (bii) any action taken or omitted to be taken in reliance upon any document, including any written instructions provided for any legal effectin this Agreement, insufficiency, or undesirability of any instrument deposited with or delivered by which Escrow Agent or exchanged by the parties hereundershall in good faith believe to be genuine, whether or not Escrow Agent prepared such instrument; (ciii) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence delay that is not caused by the failure of delayEscrow Agent to proceed in its ordinary course of business, unless a properly executed written instruction, accepted by and in no event where such time limit is not disclosed to Escrow Agent, has instructed and (iv) any loss or impairment resulting from the failure, insolvency or suspension of the financial institution at which any funds have been deposited. Buyer and Seller acknowledge that they are aware that the Federal Deposit Insurance Corporation (FDIC) coverage applies only to a cumulative maximum amount for each individual depositor for all of such depositor’s accounts at the same or related institution. Buyer and Seller are further aware that Escrow Agent is not responsible for levies by taxing authorities based upon the taxpayer identification number used to comply with said time limit; (e) establish the interest-bearing account for the defaultDeposit. Seller and Buyer, errorjointly and severally, action do hereby agree to indemnify and hold harmless Escrow Agent of and from any and all liabilities, costs, expenses, and claims, of any nature whatsoever, by reason of or omission arising out of either other party to the escrow. acting as escrow agent hereunder by the named Escrow Agent; provided, in its capacity as escrow agent, that one-half of any such costs or expenses shall be entitled paid by Seller and one-half shall be paid by Buyer. If for any reason the Closing does not occur and any Party makes a written or oral demand upon Escrow Agent for delivery to rely on it of any document or paper received funds being held by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as Agent shall give written notice to the disposition other Party of such demand. If Escrow Agent does not receive a written objection from the non‑demanding Party to the proposed delivery of the Initial Deposit or funds within three (3) Business Days after the Additional Deposit or any other monies held in escrow, or giving of any documents held in escrowsuch notice, Escrow Agent mayis authorized, if instructed and directed to make such delivery. If Escrow Agent so electsdoes receive such written objection within such three (3) Business Day period, interplead Escrow Agent shall continue to hold the matter funds until otherwise directed by filing an interpleader action in written instructions from the Parties or a final judgment of a court of competent jurisdiction. Escrow Agent shall have the right at any time to deposit the funds with any court having appropriate jurisdiction in over the county or circuit where the Real Property is located (subject matter of this Agreement. Escrow Agent shall give written notice of any such deposit to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit Parties. Upon any such documents with respect to which there is a dispute in the registry of such courtdeposit, whereupon such Escrow Agent shall be relieved and released from any discharged of all further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent obligations and responsibilities hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide bonafide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or Deposit, the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry Registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s 's compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent referred Purchaser understands that Fulbright & Xxxxxxxx, L.L.P., solely as an accommodation to in the definition thereof contained in Section 1.1 hereof Company and Purchasers, has agreed to act serve as such the escrow agent (the “Escrow Agent”) for the convenience transactions contemplated by this Agreement. The Escrow Agent is concurrently acting as the Company’s legal counsel and that certain fees and expenses owed by the Company to the Escrow Agent may be paid by the Company out of the parties without fee or other charges for such services as escrowed amounts, including fees incurred in connection with the transactions contemplated hereby. Purchaser agrees and acknowledges that the duties of the Escrow Agent. Agent are only ministerial in nature, and the Escrow Agent shall incur no liability and shall not be liable: (a) liable to any Purchaser, the Company or anyone else unless the Escrow Agent is finally judicially determined to have acted in bad faith. The Escrow Agent is hereby instructed to receive (i) the purchase price of the parties for investment to be deposited by Purchaser at the Closing and held in an attorney trust account designated by the Escrow Agent; and (ii) receive original or copies of signature pages of this Agreement and the other Financing Documents. At the Closing, the Escrow Agent shall (x) release the deposited funds along with original or copies of the signature pages to this Agreement and the other Financing Documents to the Company; and (y) shall release the copies of the signature pages to this Agreement and the other Financing Documents to Purchaser. Purchaser and the Company acknowledge and agree that Escrow Agent will be using it’s firm trust account as the escrow account and that no interest on amounts held in escrow will be paid to any act Purchaser or omission the Company under any circumstances, regardless of the amount of time such funds are held. Purchasers and the Company jointly and severally agree to act except for its own negligence or willful misconduct; (b) for indemnify and hold harmless the Escrow Agent from any legal effectand all fees, insufficiencycosts, or undesirability of expenses, damages, judgments, amounts paid in settlement, and any instrument deposited with or delivered other liability incurred by Escrow Agent in connection with, relating to or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results arising from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit ’s performance as Escrow Agent hereunder. Escrow Agent shall will not release the funds of any Purchaser to the Company until Escrow Agent receives written authorization (which may be liable for by e-mail) from such Purchaser to do so. By executing this Agreement, Purchaser and the Company are hereby irrevocably authorizing and instructing the Escrow Agent to return each Purchaser’s Purchase Price to such Purchaser if the Closing has not occurred on or prior to November 15, 2003. The Escrow Agent is entitled to rely on the accuracy, act in reliance upon the contents and assume the genuineness of any instructions received by it from the Company or any Purchaser. In the event of dispute regarding any instructions the Escrow Agent may receive hereunder, Escrow Agent is under no obligation to bring an action or proceeding in court with respect to any escrowed amounts, but may continue to hold the escrowed amounts or return them to Purchasers at any time after November 15, 2003. Escrow Agent has no responsibilities or obligations as Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, except as set aside or reversedforth in this Section 2.3. Escrow Agent is a third party beneficiary under this Agreement.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof Article I has agreed to act as such for the convenience of the parties without fee or other charges payable hereunder for such services as Escrow Agent. Escrow Agent shall not be liable: (ai) to any of the parties for any act or omission to act act, except for its own negligence or willful misconduct; (bii) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (ciii) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (div) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; and (ev) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent)New York, New York, and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. The Escrow Agent referred to in the definition thereof contained in Section Paragraph 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged exchange by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed the Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. The Escrow Agent, in its capacity as escrow agent, Agent shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit Deposit, if any, or any other monies held in escrow, or of any documents held in escrow, the Escrow Agent may, if such Escrow Agent so elects, interplead the matter parties by filing an interpleader action in any court having subject matter jurisdiction of such a court of competent jurisdiction in the county or circuit where the Real Property is located matter (to the personal jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit if any, and any such documents with respect to which there is a dispute other monies held in the registry of such courtescrow, including all interest earned thereon, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. In the event of such interpleader action, the Escrow Agent shall not be disabled from representing a party hereto. Escrow Agent shall not be liable for Escrow Agent’s 's compliance with any legal process, subpoena, writwrits, orderorders, judgment judgments and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 2 hereof has ------------ --------- agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Xxxxxxx Money Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent general jurisdiction in the county or circuit where in the Real Property is located Commonwealth of Pennsylvania (to the jurisdiction of which all both parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional DepositXxxxxxx Money, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent Agent, referred to in the definition thereof contained in Section 1.1 hereof hereof, has agreed to act as such for the convenience of the parties hereto without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act act, except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent)Dallas County, Texas, and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed Seller and Purchaser hereby authorize Cors & Xxxxxxx, LLC, 000 X. Xxxx Xxxx Way, Suite 400, Cincinnati, OH 45202 to act as such the escrow agent for the convenience Closing of the parties without fee or other charges for such services as this transaction (“Escrow Agent”). Escrow Agent shall not be liable: hold all Closing funds (athe “Funds”) due under this Agreement in a non-interest bearing account in a financial institution of its choosing. In the event of doubt as to any Escrow Agent’s duties or liabilities under the provisions of this Article of the Agreement, the Escrow Agent may, in Escrow Agent’s sole discretion, continue to hold the Funds until the parties mutually agree in writing to the disbursement thereof, or until a judgment of court of competent jurisdiction shall determine the rights of the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiencythereto, or undesirability of any instrument deposited with or delivered by the Escrow Agent may institute an action for interpleader of the Funds, or exchanged by any portion thereof, and deliver the Funds, or any portion thereof, to the Clerk of the Court for Xxxxxxxx County, Ohio, in connection with such action, and upon notifying all parties hereunderconcerned of such action, whether or not all liability on the part of the Escrow Agent prepared such instrument; (c) shall terminate, except to the extent of accounting for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institutionFunds, if such loss or impairment results from the failureany, insolvency or suspension 50 paid out of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as suit to which the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such is made a party by virtue of acting as Escrow Agent so electsunder this Article, interplead the matter including but not limited to an action for interpleader initiated by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent)Escrow Agent, and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved entitled to recover its reasonable attorneys’ fees and released costs incurred at the trial and all appellate levels of litigation from the non-prevailing party, or in the case of an interpleader action, from the Funds deposited with the court and the non-prevailing party. Purchaser, Seller, and MCH hereby jointly indemnify and hold the Escrow Agent harmless from and against any further liability with respect loss, liability, claim or damage whatsoever (including reasonable attorneys’ fees and court costs at trial and all appellate levels) the Escrow Agent may incur or be exposed to the Initial Deposit or the Additional Deposit in its capacity as Escrow Agent hereunderunder this Article except for gross negligence or willful misconduct. The Escrow Agent shall not be liable to either party for misdelivery of any Funds held in escrow unless such misdelivery shall be due to gross negligence or wanton and willful misconduct on Escrow Agent’s compliance with part. The parties acknowledge that the Escrow Agent is Purchaser’s attorney. In the event that any dispute arises between Purchaser and either Seller, MCH or both, Escrow Agent may continue to represent Purchaser as Purchaser’s legal process, subpoena, writ, order, judgment and decree counsel regardless of any court, whether issued with or without jurisdiction, and whether or not subsequently vacatedthe Escrow Agent continues to hold the Funds, modified, set aside or reversedany portion thereof.

Escrow Agent. Escrow Agent referred shall hold the Exxxxxx Money in an interest bearing account with the interest accruing to the benefit of the party ultimately receiving the Exxxxxx Money. In the event the Escrow Agent is in doubt as to its duties and liabilities under the definition thereof contained provisions of this Contract, the Escrow Agent may, in Section 1.1 hereof has agreed its sole discretion, continue to act as such for hold the convenience deposit until the parties mutually agree in writing to the disbursement thereof, or until a judgment under a court of competent jurisdiction shall determine the rights of the parties without fee thereto, or other charges for it may deposit all of the Exxxxxx Money with the Clerk of the Circuit Court of Palm County, Florida, and upon notifying all parties concerning such services as Escrow Agent. action, all liability on the part of the Escrow Agent shall not be liable: (a) fully cease and terminate, except to any the extent of the parties accounting for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability monies delivered out of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension 50 of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute suit between the Purchaser and the Seller wherein the Escrow Agent is named a party by virtue of acting as to the disposition of the Initial Deposit or the Additional Deposit or any other monies held in escrowEscrow Agent hereunder, or in the event of any documents held in suit wherein Escrow Agent interpleads the subject matter of this escrow, Escrow Agent mayshall be entitled to recover reasonable attorneys’ fees and costs incurred, if such said fees and costs to be charged and assessed as “costs” and paid from the monies held by Escrow Agent so elects, interplead or held by the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry Clerk of the court Circuit Court, as the Initial Deposit or case may be. All parties agree that the Additional Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability with respect to the Initial Deposit or the Additional Deposit as Escrow Agent hereunder. Escrow Agent shall not be liable to any party or person whomsoever for misdelivery to the Purchaser or the Seller of the monies subject to this escrow unless such misdelivery shall be due to willful breach of this Contract or gross negligence on the part of the Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree nor shall the Escrow Agent be liable for the failure of any courtbanking institution with which the deposit is deposited. Seller acknowledges that Escrow Agent is the attorney for Purchaser and agrees that in the event of a dispute between the parties regarding this Contract, whether issued with or Escrow Agent shall be entitled to represent Purchaser without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedclaim of conflict of interest due to the service by Purchaser’s counsel as Escrow Agent hereunder.