Common use of Disposition of Xxxxxxx Money Clause in Contracts

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day period. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period terminates pursuant to Section 4.4Sections 4.3.1 or 4.3.2, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day (1) Business Day following receipt the end of the Due Diligence Termination Notice from Purchaser. So Inspection Period (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one (1) Business Day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement terminates pursuant to Section 4.44.3.1 or 4.3.2. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.3.1 or 4.3.2, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled (the “Demanding Party”) seeking to same pursuant terminate this Agreement shall give written notice of such election to the terms hereof on or before the fifth business day following receipt by Escrow Agent and the nonother party (the “Non-terminating party Demanding Party”) to this Agreement. Upon receipt of written any such notice of such termination from the terminating partytermination, unless the other party hereto notifies Escrow Agent that it disputes shall give notice to the right Non-Demanding Party of Escrow Agent’s receipt of such notice, enclosing a copy of the other party to receive the Xxxxxxx Money notice in question. If within such five (5) business day periodBusiness Days after the Non-Demanding Party is given or deemed to have been given notice of Escrow Agent’s receipt of the notice in question, Escrow Agent has not received from the Non-Demanding Party its notice of objection to the notice, then Escrow Agent shall disburse the Xxxxxxx Money as requested by the notice in question, on the sixth (6th) Business Day following its giving of such notice to the Non-Demanding Party. If within said five (5) Business Day period Escrow Agent receives from the Non-Demanding Party notice of objection, then Escrow Agent shall notify the Demanding Party of the objection, and continue to hold the Xxxxxxx Money until Escrow Agent is in receipt of a joint order direction or a court order instructing Escrow Agent to disburse the Xxxxxxx Money. In such eventevent of objection, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in a New York state court or federal court located in the county in which the Xxxxxxx Money has been depositedState, City and County of New York. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if If Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period (i) pursuant to Section 4.4 by delivery of an Environmental Termination Notice as a result of a Hazardous Materials Condition (as defined in Section 4.4), or (ii) pursuant to Section 5.3 by delivery of a Title Termination Notice, PURCHASE AND SALE AGREEMENT (NANTUCKET SELF STORAGE) – Page 5 Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the applicable notice of termination from Purchaser (as long as the current investment can be liquidated and disbursed in one business day). If, however, Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4 for any reason other than as a result of a Hazardous Materials Condition by delivery of a Due Diligence Termination Notice, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Seller one business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-current investment can be liquidated and disbursed in one business day). In Agreement, no notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.4 or Section 5.3 as specified herein, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may shall interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All reasonable attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period terminates pursuant to Section 4.44.3.1 or 4.3.2, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day (1) Business Day following receipt the end of the Due Diligence Termination Notice from Purchaser. So Inspection Period (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one (1) Business Day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement terminates pursuant to Section 4.44.3.1 or 4.3.2. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.3.1, 4.3.2 or Article 10, Seller and Purchaser hereby direct Escrow Agent is authorized to deliver immediately add the Xxxxxxx Money to the party hereto entitled to same held by Escrow Agent pursuant to the terms hereof on of this Agreement to the xxxxxxx money held by Escrow Agent pursuant to the Portfolio Purchase and Sale Agreement and thereafter the Xxxxxxx Money shall be held by Escrow Agent pursuant to the terms of the Portfolio Purchase and Sale Agreement. In the event of a termination of this Agreement by either Seller or before Purchaser pursuant to Article 10, the fifth business day following receipt by party (the “Demanding Party”) seeking to terminate this Agreement pursuant to Article 10 shall give written notice of such election to Escrow Agent and the nonother party (the “Non-terminating party Demanding Party”) to this Agreement. Upon receipt of written such notice of such termination from the terminating partypursuant to Article 10, unless the other party hereto notifies Escrow Agent that it disputes shall give notice to the right Non-Demanding Party of Escrow Agent’s receipt of such notice, enclosing a copy of the other party to receive the Xxxxxxx Money notice in question. If within such five (5) business day periodBusiness Days after the Non-Demanding Party is given or deemed to have been given notice of Escrow Agent’s receipt of the notice in question, Escrow Agent has not received from the Non-Demanding Party its notice of objection to the notice, then Escrow Agent shall disburse the Xxxxxxx Money as requested by the notice in question, on the sixth (6th) Business Day following its giving of such notice to the Non-Demanding Party. If within said five (5) Business Day period Escrow Agent receives from the Non-Demanding Party notice of objection, then Escrow Agent shall notify the Demanding Party of the objection, and continue to hold the Xxxxxxx Money until Escrow Agent is in receipt of a joint order direction or a court order instructing Escrow Agent to disburse the Xxxxxxx Money. In such eventevent of objection, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in a New York state court or federal court located in the county in which the Xxxxxxx Money has been depositedState, City and County of New York. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4permissible under this Agreement, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money, in which event Escrow Agent shall not release the Xxxxxxx Money within until and only in compliance with (i) joint instructions from Purchaser and Seller directing such five release or (5ii) business day perioda court order directing such release. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees shall be entitled to transfer rely upon the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement. Escrow Agent is not responsible for the nature, content, validity or enforceability of any of the Closing deliveries except for those documents prepared by Escrow Agent. In the event of any disagreement between the parties hereto resulting in conflicting instructions to, or adverse claims or demands upon Escrow Agent with respect to the release of the Xxxxxxx Money or the Closing deliveries, Escrow Agent shall refuse to comply with any such - 7 - instruction, claim or demand so long as such disagreement shall continue and in accordance so refusing Escrow Agent shall not release the Xxxxxxx Money or the Closing deliveries. Escrow Agent shall not be, or become, liable in any way for its failure or refusal to comply with any such conflicting instructions or adverse claims or demands and it shall be entitled to continue to refrain from acting until such conflicting instructions or adverse claims or demands (a) shall have been adjusted by agreement and it shall have been notified in writing thereof by the written instructions delivered parties hereto, or (b) shall have finally been determined in a court of competent jurisdiction. In the alternative, Escrow Agent may, but shall not be obligated to, file a suit in interpleader for a declaratory judgment for the purpose of having the respective rights of the claimants adjudicated and may deliver to the court the Xxxxxxx Money. Escrow Agent shall not be responsible for (i) any fluctuations in the interest rate applicable to any cash held by it pursuant to or by virtue of this Agreement, or (ii) the Portfolio Tie-In Agreementvalidity, sufficiency, collectability, or legal effect or any instrument deposited with Escrow Agent. The parties hereto do hereby certify that they are aware that the Federal Deposit Insurance Corporation ("FDIC") coverages apply only to a cumulative maximum amount of $100,000 for each individual deposit for all of depositor's accounts at the same or related institutions. The parties hereto further understand that certain banking instruments such as, but not limited to, repurchase agreements and letters of credit are not covered at all by FDIC insurance. Further, the parties hereto understand that Escrow Agent assumes no responsibility for, nor will the parties hereto hold Escrow Agent liable for, any loss occurring which arises from the fact that the amount of the Xxxxxxx Money may cause the aggregate amount of any individual depositor's accounts to exceed $100,000 and that the excess amount is not insured by the FDIC or that FDIC insurance is not available on certain types of bank instruments.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser Buyer elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.5, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Considerationincluding any accrued interest) to Purchaser Buyer within one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser. So Buyer (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser Buyer by Escrow Agent if Purchaser Buyer terminates this Agreement pursuant to Section 4.4. Subject 4.5, and Escrow Agent receives written notice thereof prior to the terms expiration of the Portfolio Tie-Inspection Period. In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser Buyer for any reason other than pursuant to Section 4.44.5, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth (5th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.5, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to ----------- Purchaser one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.5. Subject to the terms of the Portfolio Tie-In Agreement, in ----------- the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.5, Escrow Agent is authorized to ----------- deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In AgreementAgreement of Purchase and Sale -- (1111 Durham Ave., S. Plainfield, NJ) - Page 6 -----------------------------------------------------------------------

Disposition of Xxxxxxx Money. Subject The Xxxxxxx Money (to the terms of the Portfolio Tie-In Agreementextent deposited by Buyer as provided hereinabove), the Xxxxxxx Money including any accrued interest thereon, shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser If Buyer elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4Sections 4.3 or 5.3, then within one (1) business day after Escrow Agent’s and Sellers’ receipt of Buyer’s Due Diligence Termination Notice, Escrow Agent shall pay deliver the entire Non-Refundable Xxxxxxx Money (less to Sellers and the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no notice to Escrow Agent from Seller shall be required for the release balance of the Xxxxxxx Money shall be returned to Purchaser by Escrow Agent if Purchaser terminates Buyer. If this Agreement is terminated by either Sellers or Buyer pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination any provisions of this Agreement by either Seller or Purchaser for any reason (other than by Buyer pursuant to Section 4.4Sections 4.3 or 5.3), then Escrow Agent is authorized to shall deliver the Xxxxxxx Money then held by Escrow Agent to the party hereto entitled to the same pursuant to the terms hereof such other provisions on or before the fifth (5th) business day following after receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In the event of any such eventdispute, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been depositedReal Property is located. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser is entitled to and elects to terminate this Agreement prior to in accordance with the expiration express terms of Section 5.2, Section 7.2, Section 7.3.8, Section 10.2 or Section 12.20 hereof (the Inspection Period pursuant to Section 4.4“Permitted Purchaser Termination Provisions”), Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day on the third Business Day following Escrow Agent’s and Seller’s receipt of the Due Diligence Termination Notice notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements current investment can be liquidated and disbursed in one Business Day) and neither party shall have any further liability, rights or obligations, other than those that by these terms survive the termination of the Portfolio Tie-this Agreement. In Agreement, no notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than by Purchaser pursuant to Section 4.4the Permitted Purchaser Termination Provisions, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same Seller pursuant to the terms hereof on or before the fifth business day third Business Day following receipt by Escrow Agent and the non-terminating party Purchaser of written notice of such termination from Seller. With respect to either such termination, if the terminating party, unless party to whom the other party hereto Xxxxxxx Money is NOT being returned notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within prior to the third Business Day after receipt of such five (5) business day periodnotice, Escrow Agent shall not disburse the Xxxxxxx Money until such dispute is resolved in accordance with the terms of this Agreement. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer Interest earned on the Xxxxxxx Money shall in accordance with all events be distributed in the written instructions delivered pursuant to same manner as the Portfolio Tie-In AgreementXxxxxxx Money.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement (i) prior to the expiration of the Inspection Period pursuant to Section 4.4, or (ii) pursuant to Section 5.3 by delivery of a Title Termination Notice, then Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice or Title Termination Notice, as applicable, from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller Sellers, or other consent of Sellers, shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.4 or Section 5.3. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller Sellers or Purchaser for any reason other than pursuant to Section 4.44.4 or Section 5.3, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may shall interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All reasonable attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent shall continue to hold the Xxxxxxx Money until Escrow Agent has received joint written instructions on the disposition thereof from Seller and Purchaser. If such written instructions are not received by Escrow Agent within ten (10) days after Escrow Agent has delivered a written request for instructions upon Seller and Purchaser, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser Buyer elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.3, Escrow Agent shall pay the entire Xxxxxxx Money to Buyer within one (less the Independent Consideration1) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So Buyer (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser Buyer by Escrow Agent if Purchaser Buyer terminates this Agreement pursuant to Section 4.44.3. Subject If this Agreement is not terminated by Buyer prior to the terms expiration of the Portfolio TieInspection Period, the Xxxxxxx Money shall become non-refundable except in the case of a termination of this Agreement by Buyer pursuant to Section 10.2 hereof. In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser Buyer for any reason other than pursuant to Section 4.44.3, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if If Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Initial Xxxxxxx Money (less and the Independent Consideration) Additional Deposit, if any, to Purchaser one business day following receipt of or Seller, as the Due Diligence Termination Notice from Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreementcase may be, no notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.43.1 hereof. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled (the “Demanding Party”) seeking to same pursuant terminate this Agreement shall give written notice of such election to the terms hereof on or before the fifth business day following receipt by Escrow Agent and the nonother party (the “Non-terminating party Demanding Party”) to this Agreement. Upon receipt of written any such notice of such termination from the terminating partytermination, unless the other party hereto notifies Escrow Agent that it disputes shall give notice to the right Non-Demanding Party of Escrow Agent’s receipt of such notice, enclosing a copy of the other party to receive the Xxxxxxx Money notice in question. If within such five (5) business day periodBusiness Days after the Non-Demanding Party is given or deemed to have been given notice of Escrow Agent’s receipt of the notice in question, Escrow Agent has not received from the Non-Demanding Party its notice of objection to the notice, then Escrow Agent is to disburse the Xxxxxxx Money as requested by the notice in question, on the sixth (6th) Business Day following its giving of such notice to the Non-Demanding Party. If within said five (5) Business Day period Escrow Agent receives from the non-demanding party notice of objection, then Escrow Agent is directed to notify the Demanding Party of the objection, and continue to hold the Xxxxxxx Money until Escrow Agent is in receipt of a joint order direction or a court order instructing Escrow Agent to disburse the Xxxxxxx Money. In such eventevent of objection, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been depositedReal Property is located. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if If Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4 or if as of the expiration of the Inspection Period, Purchaser fails to deliver a Due Diligence Acceptance Notice pursuant to Section 4.4, or if Purchaser terminates this Agreement pursuant to Section 5A.2 or Section 6.1.5 or if as of the 3-14 Audit Deadline, Purchaser delivers a 3-14 Audit Termination Notice pursuant to Section 4.7, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day (1) Business Day following Escrow Agent’s receipt of the Due Diligence Termination Notice from Purchaser or one (1) Business Day following Escrow Agent’s receipt of the 3-14 Audit Termination Notice from Purchaser. So , as the case may be (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one Business Day. No notice to Escrow Agent from Seller Sellers shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.4 or Section 4.7 or Section 5A.1 or Section 6.1.5. Subject Except as provided in Section 5A.2, unless this Agreement has been terminated as set forth in Section 4.4 or Section 4.7 or Section 6.1.5, the Xxxxxxx Money shall become completely nonrefundable to the terms Purchaser as of the Portfolio Tie3-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized 14 Audit Deadline unless Sellers fail to deliver the Xxxxxxx Money to Closing Documents or otherwise defaults on any material obligation hereunder and in each such case such failure continues beyond the party hereto entitled to same pursuant to notice and cure period provided in Section 10.2 hereof. At the terms hereof on or before Closing, the fifth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive shall credit the Xxxxxxx Money within such five (5) business day period. In such event, Escrow Agent may interplead and interest toward the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In AgreementPurchase Price.”

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.5, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.5. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, 4.5 Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been depositedProperty is located. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section SECTION 4.4, Escrow Agent shall pay $100,000.00 of the entire Xxxxxxx Money (the "NON-REFUNDABLE DEPOSIT") (less the Independent Consideration) to Seller, and the balance of the Xxxxxxx Money to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser (as long as the current investment can be liquidated and disbursed in one business day). It is the agreement of Purchaser and Seller that the Non-Refundable Deposit has been earned by Seller as a result of awarding the bid to Purchaser and that such Non-Refundable Deposit shall, in all instances, be payable to Seller hereunder, (i) save and except for a failure of Seller to convey title to Purchaser in the manner required hereby (including the provision of the title endorsement described on EXHIBIT J to the extent such endorsements require any action or payments) or (ii) a breach by Seller of any representation or warranty contained in SECTION 9.1, which is either uncured by Seller or not otherwise waived by Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no No notice to Escrow Agent from Seller shall be required for the release of the refundable portion of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section SECTION 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section SECTION 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at ClosingClosing or, if elected by Purchaser, shall be returned to Purchaser. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one within two (2) business day days following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreementcurrent investment can be liquidated and disbursed in two (2) business days), no notice to provided Escrow Agent from notifies Seller shall be required for the release of Purchaser’s election to terminate this Agreement prior to paying the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4Purchaser. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized directed to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth third (3rd) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day period. Money, In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser timely elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.3, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent ConsiderationConsideration and any escrow cancellation charges, which shall be paid by Purchaser) to Purchaser one business day Business Day following Escrow Agent’s receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreementcurrent investment can be liquidated and disbursed in one Business Day and, no if not, as promptly as possible). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.3. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.3, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth business day Business Day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day (1) Business Day following Escrow Agent’s receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one (1) Business Day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled (the “Demanding Party”) seeking to same pursuant terminate this Agreement shall give written notice of such election to the terms hereof on or before the fifth business day following receipt by Escrow Agent and the nonother party (the “Non-terminating party Demanding Party”) to this Agreement. Upon receipt of written any such notice of such termination from the terminating partytermination, unless the other party hereto notifies Escrow Agent that it disputes shall give notice to the right Non-Demanding Party of Escrow Agent’s receipt of such notice, enclosing a copy of the other party to receive the Xxxxxxx Money notice in question. If within such five (5) business day periodBusiness Days after the Non-Demanding Party is given or deemed to have been given notice of Escrow Agent’s receipt of the notice in question, Escrow Agent has not received from the Non-Demanding Party its notice of objection to the notice, then Escrow Agent is to disburse the Xxxxxxx Money as requested by the notice in question, on the sixth (6th) Business Day following its giving of such notice to the Non-Demanding Party. If within said five (5) Business Day period Escrow Agent receives from the non-demanding party notice of objection, then Escrow Agent is directed to notify the Demanding Party of the objection, and continue to hold the Xxxxxxx Money until Escrow Agent is in receipt of a joint order direction or a court order instructing Escrow Agent to disburse the Xxxxxxx Money. In such eventevent of objection, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been depositedReal Property is located. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement (i) prior to the expiration of the Inspection Period pursuant to Section 4.4, or (ii) pursuant to Section 5.3 by delivery of a Title Termination Notice, then Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent PURCHASE AND SALE AGREEMENT (OCOEE SELF STORAGE) – Page 5 Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice or Title Termination Notice, as applicable, from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller Seller, or other consent of Seller, shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.4 or Section 5.3. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.4 or Section 5.3, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may shall interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All reasonable attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section SECTION 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section SECTION 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, SECTION 4.4 Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion proporation of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.