Common use of Earnest Money Clause in Contracts

Earnest Money. Upon the xxxxxxxon of this Agreement, Highwoods will deliver to Investors Title Insurance Company (hereinafter referred to as the "Escrow Agent") the sum of One Hundred Thousand and no/100 Dollars ($100,000.00) (hereinafter the "Earnest Money"). The Exxxxxx Money shall be dxxxxxxxd by the Escrow Agent into an interest bearing account at the direction of Highwoods, and shall be paid to Owner or Highwoods according to the provisions set forth below. Upon Closing, the Escrow Agent shall deliver all Earnest Money, plus inxxxxxx which has accrued thereon, to Highwoods. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Owner, or if any of the conditions precedent set forth in Section 8.01 fail to be satisfied at Closing, or if Highwoods terminates its obligations set forth herein pursuant to any other provision of this Agreement, then the Escrow Agent shall pay to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the event of a breach of this Agreement by Owner. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Highwoods, then the Escrow Agent shall pay to Owner all Earnest Money, including xxxxxxst which has accrued thereon, and such payment, when added to the $1,900,000.00 payment due from Highwoods to Owner (in the event of Highwoods' default hereunder) pursuant to Section 15 hereof, shall be and represent liquidated damages arising out of Highwoods' default, which liquidated damages shall be the full extent of Highwoods' liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for the Earnest Money by Highwooxx xx Xwner, pursuant to this Section 3, the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery of the Earnest Money by filing xxxxxxx notice of such objection with the Escrow Agent such that it is actually received by the Escrow Agent at any time within ten (10) days after the mailing by the Escrow Agent of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Earnest Money. Upon rexxxxx xf such notice, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it shall pay the Earnest Money, plus ixxxxxxx which has accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money until (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the disbursement of said Earnest Money, in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) in the event of litigation between Owner and Highwoods, the Escrow Agent shall deliver the Earnest Money to the Clexx xx xhe Court in which said litigation is pending; or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow Agent's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent by the provisions of this Agreement, except for the Escrow Agent's own negligence or willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to hold and apply the Earnest Money pursuant tx xxx xreceding paragraph and may decline to take any other action. The Escrow Agent shall not charge a fee for its services as escrow agent. Upon the execution hereof, the Escrow Agent agrees to be bound by all of the terms and conditions set forth in this Section 3.

Earnest Money. Upon the xxxxxxxon of this Agreement, Highwoods will deliver to Investors Title Insurance Company (hereinafter referred to as the "Escrow Agent") the sum of One Hundred Thousand and no/100 The first Five Million Dollars ($100,000.005,000,000) of the Comxxxx Xxrchase Price (hereinafter the "Earnest Money"). The Exxxxxx Money ) will be paid by Buyer to Seller on the date of executxxx xx this Agreement in cash by wire transfer in accordance with the wire transfer instructions set forth in Exhibit A. Buyer shall be dxxxxxxxd by entitled to prompt return of the Escrow Agent into an interest bearing account at the direction of Highwoods, and shall be paid to Owner or Highwoods according to the provisions set forth below. Upon Closing, the Escrow Agent shall deliver all Earnest Money, plus inxxxxxx which has accrued thereontogether with interest earned thereon at the rate of txx xxx one-half percent (2.5%) per annum, if Buyer notifies Seller on or before the Closing Date that the Closing shall not occur as a result of (i) a failure of Seller to Highwoods. In either (A) comply with his obligations under Section 3.2.3 or (B) close the event the transaction transactions contemplated by this Agreement is not closed solely because of any default on the part of Owner, or if any of the conditions precedent set forth in Section 8.01 fail to be satisfied at Closing, or if Highwoods terminates its obligations set forth herein pursuant to any other provision of this Agreement, then the Escrow Agent shall pay to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the event than as a result of a breach of this Agreement by Owner. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of HighwoodsBuyer, then the Escrow Agent shall pay to Owner all Earnest Money, including xxxxxxst which has accrued thereon, and such payment, when added to the $1,900,000.00 payment due from Highwoods to Owner (in the event of Highwoods' default hereunder) pursuant to Section 15 hereof, shall be and represent liquidated damages arising out of Highwoods' default, which liquidated damages shall be the full extent of Highwoods' liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for the Earnest Money by Highwooxx xx Xwner, pursuant to this Section 3, the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery of the Earnest Money by filing xxxxxxx notice of such objection with the Escrow Agent such that it is actually received by the Escrow Agent at any time within ten (10) days after the mailing by the Escrow Agent of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Earnest Money. Upon rexxxxx xf such notice, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it shall pay the Earnest Money, plus ixxxxxxx which has accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money until (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the disbursement of said Earnest Money, in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) the existence of Potential Environmental Liabilities of more than Five Million Dollars ($5,000,000) in excess of any amount recorded on the event of litigation between Owner Financial Statements, whether or not the fact or condition giving rise to such Potential Environmental Liabilities would cause any representations and Highwoodswarranties made herein to be inaccurate, the Escrow Agent shall deliver the Earnest Money to the Clexx xx xhe Court in which said litigation is pending; or (iii) the Escrow Agent takes failure of a landlord of one or more of the Facilities to consent to Buyer's conducting due diligence at such affirmative steps Facilities as contemplated in Section 6.4. If (a) Buyer does not so notify Seller, (b) Buyer thereafter refuses to close the Escrow Agent maytransactions contemplated by this Agreement on the Closing Date, in the Escrow Agent's reasonable opinion, elect in order even though Seller is obligated to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper personclose, and shall not be liable in connection with (c) Seller fulfills all of the performance of any duties imposed upon the Escrow Agent by the provisions of this Agreement, except for the Escrow Agent's own negligence or willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that the Escrow Agent shall be uncertain as conditions precedent to the Escrow Agent's duties or rights hereunderClosing and is ready, or shall receive instructions from Highwoods or Owner whichwilling and able to close on the Closing Date, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent then Seller shall be entitled to hold and apply receipt of the Earnest Money pursuant tx xxx xreceding paragraph and may decline all interest earned thereon, as full and liquidated xxxxxxs for Buyer's breach and not as a penalty, and as Seller's sole and exclusive remedy for such breach by Buyer. If Buyer so notifies Seller and Seller thereafter does not promptly refund the Earnest Money and interest thereon, then from the date of Buyer's demxxx xxxrefor until the date of payment to take any other action. The Escrow Agent shall not charge a fee for its services as escrow agent. Upon the execution hereofBuyer, the Escrow Agent agrees amounts owed hereunder shall bear interest at the rate of ten percent (10%) per annum. Seller and the Company hereby agree that from and after the date of demand by Buyer and until such time as Buyer has been paid the Earnest Money and all accrued interest in full, any distribution by exxxxx xhe Partnership to the Company or the LLC to Seller shall be bound paid to Buyer and applied to reduce the amount owed, and Seller and the Company hereby agree that Buyer shall have a right of setoff to the fullest extent permitted by all of the terms and conditions set forth in this Section 3law during such time.

Earnest Money. Upon No later than five (0) xxsiness days after the xxxxxxxon of this Agreementfull execution hereof, Highwoods Purchaser and Seller will deliver enter into a joint order escrow agreement (the "Escrow") in form reasonably satisfactory to Investors Purchaser and Seller with First American Title Insurance Company (hereinafter referred to as the "Title Company"), or such title insurance company's affiliate, as escrowee ("Escrowee"), and Purchaser shall deposit into the Escrow, as earnest money, the amount of One Hundred Thoxxxxx Xollars ($100,000) (the "Initial Earnest Money"). Purchaser shall, within thxxx (0) business days after Seller's acceptance of an Application (as described in Section 6.2 below), make an additional deposit into the Escrow Agent") the sum of One Hundred Thousand and no/100 Dollars ($100,000.00100,000) (hereinafter the "Additional Earnest Money"). The Exxxxxx Initial Earnest Money xxx xxx Additional Earnest Monxx, xxxether with all interest eaxxxx xxereon, are referred to herein as the "Earnest Money". The cost of the Escrow shalx xx xxid equally by Seller and Purchaser, except that Purchaser shall pay any investment fee. Purchaser may, at its option, direct the Escrowee to invest the Earnest Money in a federally insured interesx-xxxxxng account designated by Purchaser. The Earnest Money shall be dxxxxxxxd by applied as a credit axxxxxx the Escrow Agent into an interest bearing account Purchase Price at the direction of Highwoods, and Closing or disbursed in accordance with this Agreement. The Earnest Money shall be paid refundable to Owner or Highwoods according Purchasxx xxxx termination of this Agreement for any reason other than Purchaser's default in its obligation to the provisions set forth below. Upon Closing, the Escrow Agent shall deliver all Earnest Money, plus inxxxxxx which has accrued thereon, to Highwoodsclose. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Owner, or if any of the conditions precedent set forth in Section 8.01 fail to be satisfied at Closing, or if Highwoods terminates its obligations set forth herein pursuant to any other provision of this Agreement, then the Escrow Agent shall pay to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the event of a breach of this Agreement default by OwnerPurchaser in its obligation to close, the Earnest Money and any interest earned thereox xxxxx be immediately payable to Seller. In the event either party improperly and unreasonably refuses to cooperate in good faith in the transaction contemplated by this Agreement is not closed solely because release of any default on the part of HighwoodsEarnest Money, then the Escrow Agent party at fault shall xx xxxble for and pay to Owner all Earnest Moneyof the other party's costs, including xxxxxxst which has accrued thereonexpenses, attorneys' fees, and such payment, when added litigation costs (including appeals) incurred to the $1,900,000.00 payment due from Highwoods to Owner (in the event of Highwoods' default hereunder) pursuant to Section 15 hereof, shall be and represent liquidated damages arising out of Highwoods' default, which liquidated damages shall be the full extent of Highwoods' liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for obtain the Earnest Money by Highwooxx together with an amount equal xx Xwner, pursuant to this Section 3, xxxxteen percent (18%) per annum on the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery entire balance of the Earnest Money by filing xxxxxxx notice withheld from the date of such objection with xxxxxxl until the Escrow Agent such that it date earnest money is actually received by the Escrow Agent at any time within ten (10) days after the mailing by the Escrow Agent of such copy to it, but not thereafter. Such notice shall set forth the basis available for objecting to the delivery of the Earnest Money. Upon rexxxxx xf such notice, the Escrow Agent shall promptly mail a copy thereof to immediate recxxxx xx the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it shall pay the Earnest Money, plus ixxxxxxx which has accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money until (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the disbursement of said Earnest Money, in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) in the event of litigation between Owner and Highwoods, the Escrow Agent shall deliver the Earnest Money to the Clexx xx xhe Court in which said litigation is pending; or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow Agent's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent by the provisions of this Agreement, except for the Escrow Agent's own negligence or willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent entitled thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to hold and apply the Earnest Money pursuant tx xxx xreceding paragraph and may decline to take any other action. The Escrow Agent shall not charge a fee for its services as escrow agent. Upon the execution hereof, the Escrow Agent agrees to be bound by all of the terms and conditions set forth in this Section 3.

Earnest Money. Upon Within two (2) business days after the xxxxxxxon of this AgreementEffective Date, Highwoods will Purchaser shall deliver to Investors Title Insurance Company Guaranty Escrow Services, Inc., attention Jeremy Trueblood, as escrow agent for Title Insurer (as hereinafter referred to as the "defined) (“Escrow Agent") the sum of ”), an amount equal to One Hundred Thousand Million and no/100 No/100 Dollars ($100,000.001,000,000.00) in immediately available funds (hereinafter the "“Initial Earnest Money"”). If Purchaser delivers Notice of Acceptance (as hereinafter defined) pursuant to Section 8.1 below, then Purchaser shall deliver to Escrow Agent an additional amount equal to One Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($1,625,000.00) in immediately available funds (the “Additional Earnest Money”) within two (2) business day after the expiration of the Due Diligence Period (as defined in Section 8.1), so that the total earnest money deposit held by Escrow Agent (exclusive of interest earned thereon) shall equal Two Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($2,625,000.00). The Exxxxxx Initial Earnest Money and the Additional Earnest Money, to the extent deposited, together with any interest earned thereon and net of investment costs, are referred to in this Agreement as the “Earnest Money.” The Earnest Money shall be dxxxxxxxd by invested as Purchaser directs. Any and all interest earned on the Escrow Agent into an interest bearing account at the direction of Highwoods, and Earnest Money shall be paid reported to Owner or Highwoods according Purchaser’s federal tax identification number. Except as expressly set forth herein to the provisions set forth below. Upon Closingcontrary, the Escrow Agent Earnest Money shall deliver all Earnest Moneybecome nonrefundable upon the expiration of the Due Diligence Period if Purchaser delivers Notice of Acceptance pursuant to Section 8.1 on or before the expiration of the Due Diligence Period. Notwithstanding the prior sentence, plus inxxxxxx which has accrued thereon, to Highwoods. In the event if the transaction contemplated by fails to close because of Seller’s default under this Agreement is not closed solely because of any default on the part of Ownerand Purchaser elects to terminate this Agreement pursuant to Section 7.1, or if any the transaction fails to close due to failure of a condition precedent to Purchaser’s obligations to close, then the conditions precedent set forth Earnest Money shall be returned to Purchaser. If the transaction closes in Section 8.01 fail to be satisfied at Closing, or if Highwoods terminates its obligations set forth herein pursuant to any other provision accordance with the terms of this Agreement, then the Escrow Agent shall pay to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the event of a breach of this Agreement by Owner. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Highwoods, then the Escrow Agent shall pay to Owner all Earnest Money, including xxxxxxst which has accrued thereon, and such payment, when added to the $1,900,000.00 payment due from Highwoods to Owner (in the event of Highwoods' default hereunder) pursuant to Section 15 hereof, shall be and represent liquidated damages arising out of Highwoods' default, which liquidated damages shall be the full extent of Highwoods' liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for the Earnest Money by Highwooxx xx Xwner, pursuant to this Section 3, the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery of the Earnest Money by filing xxxxxxx notice of such objection with the Escrow Agent such that it is actually received by the Escrow Agent at any time within ten (10) days after the mailing by the Escrow Agent of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Earnest Money. Upon rexxxxx xf such notice, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it shall pay the Earnest Money, plus ixxxxxxx which has accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money until (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the disbursement of said Earnest Money, in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) in the event of litigation between Owner and Highwoods, the Escrow Agent shall deliver the Earnest Money to Seller at Closing as payment toward the Clexx xx xhe Court in which said litigation is pending; or (iii) the Purchase Price. The parties shall promptly direct Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow Agent's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent by the provisions of this Agreement, except for the Escrow Agent's own negligence or willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to hold and apply deliver the Earnest Money pursuant tx xxx xreceding paragraph and may decline to take any other actionin accordance with this Agreement. The Escrow Agent shall not charge a fee for its services as escrow agent. Upon the execution hereof, the Escrow Agent agrees to be bound by all of the terms and conditions set forth in this Section 3.Schedule 9.3.6-98 1379426.v9 ImanageDB:4161238.11

Earnest Money. Upon Within three (3) Busxxxxx Xays after the xxxxxxxon Effective Dxxx, xxe Buyer will cause to be delivered to the Escrow Agent the amount of ONE HUNDRED TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00 U.S.) in immediately available funds, to secure Buyer's performance pursuant to the terms and conditions of this Agreement, Highwoods will deliver to Investors Title Insurance Company (hereinafter referred to as the "Escrow Agent") the sum of One Hundred Thousand and no/100 Dollars ($100,000.00) (hereinafter the "Earnest Money"). The Exxxxxx Money shall be dxxxxxxxd by the Escrow Agent into held in an interest bearing account at with a federally insured institution reasonably acceptable to Buyer (said sum and all interest earned thereon is herein the direction "INITIAL EARNEST MONEY"). Additional earnest money in the amount of Highwoods, ONE HUNDXXX XXXNTY FIVE THOUSAND AND XX/000 DOLLARS ($125,000.00 U.S.) (the "ADDITIONAL EARNEST MONEY") shall be delivered to the Escrow Agent in immediatexx xxxxlable funds within three (3) Business Days after the expiration of the Buyer's Examination Period as defined herein in the event Buyer does not terminate this Agreement prior to the expiration of the Buyer's Examination Period pursuant to the provisions of this Agreement. The Additional Earnest Money shall also be placed in the interest bearing account xxxxxxxced above and shall be paid applied at Closing or otherwise disbursed as provided by the other terms of this Agreement. The Initial Earnest Money and the Additional Earnest Money, together with all ixxxxxxx accrued thereon, are herexxxxxxx referred to Owner or Highwoods according collectively as the "EARNEST MONEY," which Earnest Money shall be nonrefundable to Buyer xxxxxx Buyer exercisex x xxxht to terminate this Agreement in accordance with the terms of this Agreement and shall be applied at Closing. Seller shall have the option of terminating this Agreement if the Earnest Money is not delivered to the Escrow Agent within /s/ J.L. /s/ [ILLEGIBLE] Purchase and Sale Agreement XXL One, Ltd., as Seller Inland Real Estate Acquisitions, Inc., as Buyer such time. In the event this transaction closes, the Earnest Money shall be applied to the Purchase Price at Closing. Thx Xxxxxst Money shall otherwise be disbursed in accordance with the axxxxxxxle provisions set forth belowof SECTIONS 5, 7, 11.9, 14, 22 AND 23 of this Agreement. Upon ClosingIf the Earnest Money is returned to Buyer on account of Buyer's election tx xxxxxnate this Agreement, such payment constitutes: a complete release of all claims, if any, that Buyer has or may have against Seller; of any rights that Buyer has under this Agreement; and termination of any obligation Seller has to anyone under this Agreement. Notwithstanding anything to the contrary provided above or elsewhere in this Agreement, the Escrow Agent shall deliver all Earnest Money, plus inxxxxxx which has accrued thereon, to Highwoods. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Owner, or if any of the conditions precedent set forth in Section 8.01 fail to be satisfied at Closing, or if Highwoods terminates its obligations set forth herein pursuant to any other provision of this Agreement, then the Escrow Agent shall pay to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the event of a breach of this Agreement by Owner. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Highwoods, then the Escrow Agent shall pay to Owner all Earnest Money, including xxxxxxst which has accrued thereon, and such payment, when added to the $1,900,000.00 payment due from Highwoods to Owner (in the event of Highwoods' default hereunder) pursuant to Section 15 hereof, shall be and represent liquidated damages arising out of Highwoods' default, which liquidated damages shall be the full extent of Highwoods' liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for disburse the Earnest Money by Highwooxx xx Xwneronly upon receipt of the joint order of Seller and Buxxx; xxovided, pursuant however, that only the order of Buyer shall be required to this Section 3, the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery direct disbursement of the Earnest Money by filing xxxxxxx notice of such objection with the Escrow Agent such that it is actually received by the Escrow Agent at any time within ten (10) days after the mailing by the Escrow Agent of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting prior to the delivery expiration of the Earnest Money. Upon rexxxxx xf such notice, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it shall pay the Earnest Money, plus ixxxxxxx which has accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money until (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the disbursement of said Earnest Money, in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) in the event of litigation between Owner and Highwoods, the Escrow Agent shall deliver the Earnest Money to the Clexx xx xhe Court in which said litigation is pending; or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow AgentBuyer's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent by the provisions of this Agreement, except for the Escrow Agent's own negligence or willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to hold and apply the Earnest Money pursuant tx xxx xreceding paragraph and may decline to take any other action. The Escrow Agent shall not charge a fee for its services as escrow agent. Upon the execution hereof, the Escrow Agent agrees to be bound by all of the terms and conditions set forth in this Section 3Examination Period.

Earnest Money. Upon the xxxxxxxon Purcxxxxx'x execution of this Agreement, Highwoods will deliver the Purchaser shall pay $100,000 to Investors Title Insurance Company the trust account of Seller's attorney, Nippes Law Firm, PLLC (hereinafter referred to as the "Escrow AgentSeller's Attorney") the sum of One Hundred Thousand and no/100 Dollars as earnest money ($100,000.00) (hereinafter the "Earnest MoneyXxxxx"), which sxxxx xx applied against the PP at Closing. The Exxxxxx Earnest Money shall be dxxxxxxxd nxx-xxxxndable unless the Purchaser gives written notification to the Seller and Seller's Attorney within 30 days after the Effective Date that the Purchaser has terminated this Agreement because (i) the financing contingency described in Section 8.8 has not been satisfied by the Escrow Agent into an interest bearing account at Purchaser, or (6) the direction Purchaser has not obtained a Title Commitment acceptable to Purchaser's leader for each Property as described in Section 8.9. Except as expressly provided in this Section 20, the Purchaser shall have no tight to a refund of Highwoodsthe Earnest Money regardless xx xxx reason that the Closing does not occur as provided by this Agreement, and the Seller shall be paid retain the Earnest Money as liquidaxxx xxxages, as compensation for not negotiating for the sale of the Assets to Owner or Highwoods according to other persons and entities during the provisions set forth below. Upon Closingprior several months and as an estimate, and as payment of, Seller's costs and expenses incurred in the Escrow Agent shall deliver all Earnest Money, plus inxxxxxx which has accrued thereon, to Highwoods. In the event negotiation of this Agreement and in connection with the transaction contemplated by this Agreement is Agreement. If the Purchaser has not closed solely because of any default on the part of Owner, or if any of the conditions precedent set forth in Section 8.01 fail to be satisfied at Closing, or if Highwoods terminates its obligations set forth herein pursuant to any other provision of this Agreement, then the Escrow Agent shall pay to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the event of a breach of terminated this Agreement by Owner. In the event the transaction contemplated as provided by this Agreement is not closed solely because Section 20, then, upon the expiration of any default on the part of Highwoods, then the Escrow Agent shall pay to Owner all Earnest Money, including xxxxxxst which has accrued thereon, and such payment, when added to the $1,900,000.00 payment due from Highwoods to Owner (in the event of Highwoods' default hereunder) pursuant to Section 15 hereof, shall be and represent liquidated damages arising out of Highwoods' default, which liquidated damages shall be the full extent of Highwoods' liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for the Earnest Money by Highwooxx xx Xwner, pursuant to this Section 3, the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery of the Earnest Money by filing xxxxxxx notice of such objection with the Escrow Agent such that it is actually received by the Escrow Agent at any time within ten (10) 30 days after the mailing by the Escrow Agent of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Earnest Money. Upon rexxxxx xf such noticeEffective Date, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it Seller's Attorney shall pay the Earnest Money, plus ixxxxxxx which has accrued thereonaccrxxx xxxerest, to the party requesting payment of sameSeller. In If the event Purchaser terminates this Agreement as provided by this Section 20, then the Escrow Agent Seller's Attorney shall have received pay the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money until (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the disbursement of said Earnest Money, in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) in the event of litigation between Owner and Highwoodsplus accrxxx xxxerest, the Escrow Agent shall deliver the Earnest Money to the Clexx xx xhe Court in which said litigation is pending; or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow Agent's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing partyPurchaser. The Escrow Agent may act upon Upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent by the provisions termination of this AgreementAgreement pursuant to this Section 20, except for neither the Escrow Agent's own negligence or willful default. The Escrow Agent Purchaser nor the Seller shall have no duties any liability or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of obligation under this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties Agreement or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to hold and apply the Earnest Money pursuant tx xxx xreceding paragraph and may decline to take any other action. The Escrow Agent shall not charge a fee for its services as escrow agent. Upon the execution hereof, the Escrow Agent agrees to be bound by all of the terms and conditions set forth in this Section 3otherwise.

Earnest Money. Upon Within two (2) xxxxxxxs days after the xxxxxxxon of this AgreementEffective Date (as hereinafter defined), Highwoods will Buyer agrees to deliver to Investors Title Insurance Company (hereinafter referred to as the "Escrow Agent") earnest money the sum of One Hundred Thousand Hxxxxxx and no/100 No/100 Dollars ($100,000.00100.00) (hereinafter the "Earnest Money")) to be held in xxxxxx by Texas American Title Company of Austin (the "Title Company") as escrow agent whose address is 811 Barton Springs Road, Suite 000, Xxxxxx, Texas 78704. The Exxxxxx If requested by Buyer, Title Company is authorized to place the Earnest Money shall be dxxxxxxxd by the Escrow Agent into in an interest bearing bxxxxxx account at a financial institution whose accounts are insured by an agency of the direction of Highwoodsfederal government, and the interest earned on such funds shall be paid to Owner or Highwoods according credited to the provisions set forth belowparty entitled to receive the Earnest Money under the terms xx xxxx Contract. Upon ClosingAll references in this Contract to the term "Escrow Money" shall be understood to mean the above-referenced cash Escrow Money deposit and the proceeds therefrom. If Buyer defaults under this Contract and Sellers are not in default, Sellers shall be entitled to receive on a prorata basis the Escrow Agent shall deliver all Earnest Money, plus inxxxxxx which has accrued thereon, to HighwoodsMoney as liquidated daxxxxx xs provided in this Contract. In the event the transaction contemplated by If a Seller defaults under this Agreement is not closed solely because of any default on the part of OwnerContract, or if any of Buyer's conditions to Closing are not satisfied, Buyer shall be entitled to receive a return of the conditions precedent set forth Earnest Money as provided in Section 8.01 fail to be satisfied at Closing, or if Highwoods terminates its obligations set forth herein pursuant to any other provision of this Agreement, then the Escrow Agent shall pay to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the event of a breach of this Agreement by Ownertxxx Xxxtract. In the event the transaction contemplated by this Agreement is not closed solely because of any default on dispute between a Seller and Buyer concerning disbursement of the part of Highwoods, then the Escrow Agent shall pay to Owner all Earnest Money, including xxxxxxst the Title Compaxx xxxxl be authorized to file an interpleader suit in the District Court of the county in which has accrued thereonthe Property is located, and the disposition of such payment, when added to the $1,900,000.00 payment due from Highwoods to Owner (in the event of Highwoods' default hereunder) pursuant to Section 15 hereof, funds shall be determined in accordance with such proceeding, and represent liquidated damages arising out of Highwoods' default, which liquidated damages the Title Company shall be the full extent released of Highwoods' all further liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for the Earnest Money by Highwooxx xx Xwner, pursuant to this Section 3, the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery of the Earnest Money by filing xxxxxxx notice of such objection with the Escrow Agent such that it is actually received by the Escrow Agent at any time within ten (10) days after the mailing by the Escrow Agent of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Earnest Money. Upon rexxxxx xf such notice, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it shall pay the Earnest Money, plus ixxxxxxx which has accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money until (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the disbursement of said Earnest Money, in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) in the event of litigation between Owner and Highwoods, the Escrow Agent shall deliver the Earnest Money to the Clexx xx xhe Court in which said litigation is pending; or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow Agent's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent by the provisions of this Agreement, except for the Escrow Agent's own negligence or willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to hold and apply the Earnest Money pursuant tx xxx xreceding paragraph and may decline to take any other action. The Escrow Agent shall not charge a fee for its services as escrow agent. Upon the execution hereof, the Escrow Agent agrees to be bound by all of the terms and conditions set forth in this Section 3.

Earnest Money. Upon No later than five (0) xxxxness days after the xxxxxxxon of this Agreementfull execution hereof, Highwoods Purchaser and Seller will deliver enter into a joint order escrow agreement (the "Escrow") in form reasonably satisfactory to Investors Purchaser and Seller with First American Title Insurance Company (hereinafter referred to as the "Title Company"), or such title insurance company's affiliate, as escrowee ("Escrowee"), and Purchaser shall deposit into the Escrow, as earnest money, the amount of One Hundred Thousxxx Xxxlars ($100,000) (the "Initial Earnest Money"). Purchaser shall, within threx (0) xusiness days after Seller's acceptance of an Application (as described in Section 6.2 below), make an additional deposit into the Escrow Agent") the sum of One Hundred Thousand and no/100 Dollars ($100,000.00100,000) (hereinafter the "Additional Earnest Money"). The Exxxxxx Initial Earnest Money anx xxx Xdditional Earnest Money, xxxxxher with all interest earnxx xxxxeon, are referred to herein as the "Earnest Money". The cost of the Escrow shall xx xxxx equally by Seller and Purchaser, except that Purchaser shall pay any investment fee. Purchaser may, at its option, direct the Escrowee to invest the Earnest Money in a federally insured interest-xxxxxxx account designated by Purchaser. The Earnest Money shall be dxxxxxxxd by the Escrow Agent into an interest bearing account applied as a credit agaxxxx xxe Purchase Price at the direction of Highwoods, and Closing or disbursed in accordance with this Agreement. The Earnest Money shall be paid refundable to Owner or Highwoods according Purchaser xxxx xermination of this Agreement for any reason other than Purchaser's default in its obligation to the provisions set forth below. Upon Closing, the Escrow Agent shall deliver all Earnest Money, plus inxxxxxx which has accrued thereon, to Highwoodsclose. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Owner, or if any of the conditions precedent set forth in Section 8.01 fail to be satisfied at Closing, or if Highwoods terminates its obligations set forth herein pursuant to any other provision of this Agreement, then the Escrow Agent shall pay to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the event of a breach of this Agreement default by OwnerPurchaser in its obligation to close, the Earnest Money and any interest earned thereon xxxxx xe immediately payable to Seller. In the event either party improperly and unreasonably refuses to cooperate in good faith in the transaction contemplated by this Agreement is not closed solely because release of any default on the part of HighwoodsEarnest Money, then the Escrow Agent party at fault shall bx xxxxxe for and pay to Owner all Earnest Moneyof the other party's costs, including xxxxxxst which has accrued thereonexpenses, attorneys' fees, and such payment, when added litigation costs (including appeals) incurred to the $1,900,000.00 payment due from Highwoods to Owner (in the event of Highwoods' default hereunder) pursuant to Section 15 hereof, shall be and represent liquidated damages arising out of Highwoods' default, which liquidated damages shall be the full extent of Highwoods' liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for obtain the Earnest Money by Highwooxx xx Xwner, pursuant together with an amount equal to this Section 3, xxxxxxen percent (18%) per annum on the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery entire balance of the Earnest Money by filing xxxxxxx notice withheld from the date of such objection with rxxxxxx until the Escrow Agent such that it date earnest money is actually received by the Escrow Agent at any time within ten (10) days after the mailing by the Escrow Agent of such copy to it, but not thereafter. Such notice shall set forth the basis available for objecting to the delivery of the Earnest Money. Upon rexxxxx xf such notice, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it shall pay the Earnest Money, plus ixxxxxxx which has accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money until (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the disbursement of said Earnest Money, in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) in the event of litigation between Owner and Highwoods, the Escrow Agent shall deliver the Earnest Money to the Clexx immediate receixx xx xhe Court in which said litigation is pending; or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow Agent's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent by the provisions of this Agreement, except for the Escrow Agent's own negligence or willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent party entitled thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to hold and apply the Earnest Money pursuant tx xxx xreceding paragraph and may decline to take any other action. The Escrow Agent shall not charge a fee for its services as escrow agent. Upon the execution hereof, the Escrow Agent agrees to be bound by all of the terms and conditions set forth in this Section 3.

Earnest Money. Upon Within two (2) xxxxxess days after the xxxxxxxon of this AgreementEffective Date, Highwoods will Buyer shall deliver to Investors the party designated by Seller at the address to be supplied by Seller, at Ticor Title Insurance Company Company, Syracuse, NY (hereinafter referred to as the "Escrow AgentTitle Company") a check or wire transfer in the sum amount of One Hundred Thousand and no/100 Dollars $50,000.00 ($100,000.00) (hereinafter the "Earnest Money"). The Exxxxxx Money , which the Txxxx Xxmpany shall be dxxxxxxxd by the Escrow Agent into immediately deposit for collection in an interest bearing account or accounts bearing interest at not less than the direction of Highwoods, and shall be paid to Owner or Highwoods according to the provisions set forth belowdaily passbook rate. Upon Closing, the Escrow Agent shall deliver all Earnest Money, plus inxxxxxx which has accrued thereon, to Highwoods. In the event the transaction contemplated by If for any reason this Agreement is not closed solely because of any default on terminated prior to the part of Owner, or if any expiration of the conditions precedent set forth in Section 8.01 fail to be satisfied at Closing, or if Highwoods terminates its obligations set forth herein pursuant to any other provision of this AgreementInspection Period, then the Escrow Agent Earnest Money and any interexx xxxxued thereon shall pay be immediately returned to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the event of a breach of Buyer. If this Agreement by Owner. In the event the transaction contemplated by this Purchase and Sale Agreement is not closed solely because so terminated, Buyer shall deposit with the Title Company within two (2) business days after the end of any default on the part of HighwoodsInspection Period an additional $50,000, then the Escrow Agent shall pay to Owner all Earnest Money, including xxxxxxst which has accrued thereon, and such payment, when added to the $1,900,000.00 payment due from Highwoods to Owner (in the event of Highwoods' default hereunder) pursuant to Section 15 hereof, shall be and represent liquidated damages arising out of Highwoods' default, which liquidated damages shall be the full extent of Highwoods' liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for the Earnest Money by Highwooxx xx Xwner, pursuant to this Section 3, the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery part of the Earnest Money by filing xxxxxxx notice of such objection and which sxxxx xxso be deposited in an interest bearing account and held in accordance with the Escrow Agent such that it is actually received by terms hereof. If the Escrow Agent transaction contemplated hereby proceeds to Closing, the Earnest Money shall be paid xx Xxxxer at any time within ten (10) days after Closing and Buyer shall receive a credit against the mailing by Purchase Price payable hereunder in the Escrow Agent of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to the delivery amount of the Earnest Money. Upon rexxxxx xf such notice, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demandMoney plus interexx xxxxued thereon. If the Escrow Agent Buyer does not receive a notice of objection terminate this Purchase and Sale Agreement as set forth abovein and when allowed under Sections 5, it shall pay 6 or 7 hereof, or otherwise as expressly allowed hereunder, the Earnest MoneyMoney shall, plus ixxxxxxx which has excxxx xx the extent any of the contingencies to Buyer's performance hereunder (including without limitation Seller's performance of its obligations hereunder) shall not be satisfied, thereafter be deemed non-refundable. As used in this Agreement, the term "EARNEST MONEY" shall mean txx xxxxnt deposited by Buyer, together with all interest accrued thereon or deemed to have accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection as provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money until (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the disbursement of said Earnest Money, in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) in the event of litigation between Owner and Highwoods, the Escrow Agent shall deliver the Earnest Money to the Clexx xx xhe Court in which said litigation is pending; or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow Agent's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent by the provisions of this Agreement, except for the Escrow Agent's own negligence or willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to hold and apply the Earnest Money pursuant tx xxx xreceding paragraph and may decline to take any other action. The Escrow Agent shall not charge a fee for its services as escrow agent. Upon the execution hereof, the Escrow Agent agrees to be bound by all of the terms and conditions set forth in this Section 3above.

Earnest Money. Upon Within five (5) days after the xxxxxxxon Effective Date of this Agreementthix Xxxxxment (hereafter defined), Highwoods will deliver to Investors Title Insurance Company the Buyer shall deposit with TitleOne Corporation, 1101 West River Street, Suite 201, Boise, Idaho 83702, an earnest mxxxx xxxxxxx (hereinafter referred to xxxxxxxxx "Xxxxxxx Xxxxx") xx xxx xxxxxt of XXXXXX THOUSAND AND NO/100THS Dollxxx ($00,000.00). TitleOne Corporation is hereby designated by the parties as the Closing Agent for this transaction (hereafter "Escrow Closing Agent") the sum of One Hundred Thousand and no/100 Dollars ($100,000.00) (hereinafter the "Earnest Money"). The Exxxxxx Earnest Money shall be dxxxxxxxd deposited by the Escrow Closing Agent into in an interest insured xxxxxxst-bearing account at the direction of Highwoodsand all interest earned thereon shall accrue to Buyer's benefit (i.e., and shall be paid to Owner or Highwoods according either returned to the provisions set forth below. Upon Closing, the Escrow Agent shall deliver all Earnest Money, plus inxxxxxx which has accrued thereon, to Highwoods. In Buyer in the event the transaction contemplated by this Agreement is conditions are not closed solely because of any default on satisfied or applied to the part of Ownerpurchase price at closing); provided, or however, if any of the conditions precedent set forth in Section 8.01 fail Seller shall become entitled to be satisfied at Closingthe Earnest Money (i.e., or if Highwoods terminates its obligations set forth herein pursuant to any other provision of this Agreement, then the Escrow Agent shall pay to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the event as a result of a breach of this Agreement by OwnerBxxxx), the interest earned on such deposit shall accrue to Seller's benefit. In the event the If this transaction contemplated by this Agreement is does not closed solely close because of the failure of a condition precedent or for any default on other reason not the part fault of Highwoodsthe Buyer, then the Escrow Agent shall pay to Owner all Earnest Money, including xxxxxxst which has accrued thereon, and such payment, when added Money shall be returned by the Closing Agent to the $1,900,000.00 payment due from Highwoods Buyer. XX XXX BUYER FAILS OR REFUSES TO CLOSE THE PURCHASE THROUGH NO FAULT OF THE SELLER, IN BREACH OF THIS AGREEMENT, THE EARNEST MONEY SHALL BE PAID TO THE SELLER AND SHALL BE RETAINED BY XXX XXXLER AS AGREED LIQUIDATED DAMAGES AS THE SOLE AND EXCLUSIVE REMEDY OF THE SELLER. Unless provided to Owner (the contrary, as used in the event of Highwoods' default hereunder) pursuant to Section 15 hereofthis Agreement, "Earnest Money" shall be and represent liquidated damages arising out of Highwoods' default, which liquidated damages shall be the full extent of Highwoods' liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for mean the Earnest Money deposited by Highwooxx xx Xwnerthe Buyer xxxx xxe Closing Agent and all xxxxxxst earned thereon. As used in this Agreement, pursuant to this Section 3, "Effective Date" shall mean the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery later of the Earnest Money by filing xxxxxxx notice of such objection with the Escrow Agent such that it is actually received by the Escrow Agent at any time within ten (10) days after the mailing by the Escrow Agent of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Earnest Money. Upon rexxxxx xf such notice, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it shall pay the Earnest Money, plus ixxxxxxx which has accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money until following dates: (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the disbursement date of said Earnest Moneyexecution of this Agreement by the Seller, in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) in the event date of litigation between Owner and Highwoods, the Escrow Agent shall deliver the Earnest Money to the Clexx xx xhe Court in which said litigation is pending; or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow Agent's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court execution of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented this Agreement by the proper personBuyer, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent as evidenced by the provisions date of execution on the signature page of this Agreement, except for the Escrow Agent's own negligence or willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to hold and apply the Earnest Money pursuant tx xxx xreceding paragraph and may decline to take any other action. The Escrow Agent shall not charge a fee for its services as escrow agent. Upon the execution hereof, the Escrow Agent agrees to be bound by all of the terms and conditions set forth in this Section 3.

Earnest Money. Upon Within two (2) business days of the xxxxxxxon of this AgreementEffective Daxx, Highwoods will Xxrchaser shall deliver to Investors First American Title Insurance Company (hereinafter referred to as the "Escrow Agent") the sum of One Two Hundred Thousand and no/100 Dollars ($100,000.00200,000.00) in immediately available funds (the "Initial Earnest Money") to be received pursuant to the Escrow Agreement attaxxxx xereto as Exhibit D. If Purchaser elects to continue this Agreement after the expiration of the Due Diligence Period (as hereinafter defined), then Purchaser shall deliver to Escrow Agent the additional sum of Two Hundred Thousand Dollars ($200,000.00) in immediately available funds (the "Additional Earnest Money") within two (2) business days after the expiration of the Xxx Xiligence Period. The Initial Earnest Money and the Additional Earnest Money, together with any interxxx xxxned thereon and net of inxxxxxxxt costs, are referred to in this Agreement as the "Earnest Money"). ." The Exxxxxx Earnest Money shall be dxxxxxxxd by invested as Purchaser directx. Xxx and all interxxx xxxned on the Escrow Agent into an interest bearing account at the direction of Highwoods, and Earnest Money shall be paid reported to Owner or Highwoods according to the provisions set forth belowPurchaser's federal tax identificaxxxx xumber. Upon Closing, the Escrow Agent shall deliver all Earnest Money, plus inxxxxxx which has accrued thereon, to Highwoods. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Owner, or if any of the conditions precedent set forth in Section 8.01 fail to be satisfied at Closing, or if Highwoods terminates its obligations Except as expressly set forth herein pursuant to any other provision the contrary, the Earnest Money shall be refunded to Purchaser upon the expiration of the Due Xxxxxxnce Period, and the Agreement terminated, if Purchaser does not notify Seller in writing on or before the expiration of the Due Diligence Period that Purchaser elects to continue with the transaction. Notwithstanding the foregoing, if the transaction fails to close because of Seller's default under this Agreement or failure of a condition precedent to Purchaser's obligation to close, the Earnest Money shall be returned to Purchaser. If the transaction closes ix xxxxrdance with the terms of this Agreement, then the Escrow Agent shall pay to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the event of a breach of this Agreement by Owner. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Highwoods, then the Escrow Agent shall pay to Owner all Earnest Money, including xxxxxxst which has accrued thereon, and such payment, when added to the $1,900,000.00 payment due from Highwoods to Owner (in the event of Highwoods' default hereunder) pursuant to Section 15 hereof, shall be and represent liquidated damages arising out of Highwoods' default, which liquidated damages shall be the full extent of Highwoods' liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for the Earnest Money by Highwooxx xx Xwner, pursuant to this Section 3, the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery of the Earnest Money by filing xxxxxxx notice of such objection with the Escrow Agent such that it is actually received by the Escrow Agent at any time within ten (10) days after the mailing by the Escrow Agent of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Earnest Money. Upon rexxxxx xf such notice, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it shall pay the Earnest Money, plus ixxxxxxx which has accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money until (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the disbursement of said Earnest Money, in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) in the event of litigation between Owner and Highwoods, the Escrow Agent shall deliver the Earnest Money to Seller at Closing as payment toward the Clexx xx xhe Court in which said litigation is pending; or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow Agent's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent by the provisions of this Agreement, except for the Escrow Agent's own negligence or willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to hold and apply the Earnest Money pursuant tx xxx xreceding paragraph and may decline to take any other action. The Escrow Agent shall not charge a fee for its services as escrow agent. Upon the execution hereof, the Escrow Agent agrees to be bound by all of the terms and conditions set forth in this Section 3Purchase Price.