Common use of Escrow Terms Clause in Contracts

Escrow Terms. Escrow Agent shall hold and disburse the ▇▇▇▇▇▇▇ Money Deposit in accordance with the following provisions: (a) Escrow Agent shall, at the direction of Buyer, invest the First ▇▇▇▇▇▇▇ Money Deposit and the ▇▇▇▇▇▇▇ Money Deposit in (i) obligations of the United States government, its agencies or independent departments; or (ii) a federally insured interest-bearing account of a banking institution with an office in New York, New York, provided that no investment of the First ▇▇▇▇▇▇▇ Money Deposit or the ▇▇▇▇▇▇▇ Money Deposit shall have a maturity date beyond the Closing Date. (b) If the Closing occurs, then Escrow Agent shall deliver the First ▇▇▇▇▇▇▇ Money Deposit and the ▇▇▇▇▇▇▇ Money Deposit to Seller. If this Agreement is terminated other than because of Seller’s breach or default, then Escrow Agent shall deliver the First ▇▇▇▇▇▇▇ Money Deposit to Seller (c) If Escrow Agent receives a notice signed by Buyer or Seller (the “Noticing Party”) stating that: (i) this Agreement has been timely cancelled or terminated pursuant to the terms of a specific section of this Agreement giving either Buyer or Seller the right to terminate this Agreement, and that such Noticing Party is entitled to the ▇▇▇▇▇▇▇ Money Deposit; or (ii) the other Party hereto (the “Non-Noticing Party”) has defaulted in the performance of its obligations hereunder, Escrow Agent shall deliver a copy of such notice to the Non-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the ▇▇▇▇▇▇▇ Money Deposit by notice of objection delivered to and received by Escrow Agent within five‌

Escrow Terms. (a) Escrow Agent shall hold cause the Deposit to be held in a non-interest bearing trust account at a federally insured banking institution until disbursed as herein provided. Escrow Agent shall cause the Deposit to be held and disburse disbursed in the ▇following manner: (i) to Seller at the Closing; or (ii) to Seller upon receipt of written demand therefor from Seller, stating that Purchaser has defaulted in the performance of Purchaser’s obligations under this Agreement and the facts and circumstances underlying such default; provided, however, that Escrow Agent shall not honor such demand until at least five (5) business days after it has sent a copy of such demand to Purchaser, in accordance with the Notice provisions set forth in Section 12.2, nor thereafter if Escrow Agent receives a written notice of objection from Purchaser, with a copy to Seller, in accordance with the provisions of Section 1.4(b); or (iii) to Purchaser upon receipt of written demand therefor from Purchaser, in accordance with the Notice provisions set forth in Section 12.2, stating that either 140131415.4 142232567.2 (x) this Agreement has been terminated pursuant to a provision hereof which states that Purchaser is entitled to the Deposit upon termination, and specifying the Section of this Agreement providing for such termination, or (y) Seller has defaulted in the performance of Seller’s obligations under this Agreement and the facts and circumstances underlying such default; provided, however, that Escrow Agent shall not honor such demand until at least five (5) business days after it has sent a copy of such demand to Seller, in accordance with the Notice provisions set forth in Section 12.2, nor thereafter if Escrow Agent receives a written notice of objection from Seller, with a copy to Purchaser, in accordance with the provisions of Section 1.4(b). (b) Upon receipt of a written demand for the Deposit by Seller pursuant to Section 1.4(a)(ii) or a written demand for the Deposit by Purchaser pursuant to Section 1.4(a)(iii), Escrow Agent shall promptly send a copy thereof to the other party, in accordance with the Notice provisions set forth in Section 12.2. The other party will have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent, with a copy to the other party, in accordance with the Notice provisions set forth in Section 12.2, within five (5) business days after Escrow Agent delivers a copy of the written demand to the objecting party but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice, ▇▇▇▇▇▇ Money Deposit in accordance with Agent shall promptly send a copy thereof to the following provisions:party that made the written demand for the Deposit. (ac) In the event of any dispute between the parties regarding the Deposit, Escrow Agent shallshall disregard all instructions received and cause the Deposit to be held until the dispute is resolved and Escrow Agent is advised of this fact in writing by both Seller and Purchaser, at or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction. (d) If Escrow Agent is uncertain as to its duties or rights hereunder or receives conflicting instructions, claims or demands from the direction parties hereto, or instructions which conflict with any of Buyerthe provisions of this Agreement, invest Escrow Agent shall refrain from taking any action other than to cause the First ▇Deposit to be kept safely until ▇▇▇▇▇▇ Money Deposit Agent is instructed otherwise in a writing signed by both Seller and the ▇Purchaser, or by final non-appealable judgment of a court of competent jurisdiction. (e) Escrow Agent may rely upon, and will be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it hereunder and believed by ▇▇▇▇▇▇ Money Deposit Agent to be genuine and to have been signed or presented by the proper party or parties. (f) Seller and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with its entering into this Agreement and the carrying out of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability or participating in any legal proceeding. Escrow Agent may consult with counsel of its choice, and will have full and complete authorization and protection for any action taken or suffered by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (ig) obligations of the United States government, its agencies or independent departments; or (ii) a federally insured interest-bearing account of a banking institution with an office in New York, New York, provided that no investment of the First ▇▇▇▇▇▇▇ Money Deposit Agent may resign at will and be discharged from its duties or obligations hereunder by giving written notice to Purchaser and Seller of such resignation, which notice must specify the ▇date when such resignation will take effect, provided that prior to the effective date of such resignation, a substitute escrow agent is jointly approved in writing by ▇▇▇▇▇▇ Money Deposit and Purchaser, which approval shall have a maturity date beyond the Closing Date. (b) If the Closing occursnot be unreasonably withheld, then Escrow Agent shall deliver the First ▇▇▇▇▇▇▇ Money Deposit and the ▇▇▇▇▇▇▇ Money Deposit to Seller. If this Agreement is terminated other than because of Seller’s breach conditioned or default, then Escrow Agent shall deliver the First ▇▇▇▇▇▇▇ Money Deposit to Seller (c) If Escrow Agent receives a notice signed by Buyer or Seller (the “Noticing Party”) stating that: (i) this Agreement has been timely cancelled or terminated pursuant to the terms of a specific section of this Agreement giving either Buyer or Seller the right to terminate this Agreement, and that such Noticing Party is entitled to the ▇▇▇▇▇▇▇ Money Deposit; or (ii) the other Party hereto (the “Non-Noticing Party”) has defaulted in the performance of its obligations hereunder, Escrow Agent shall deliver a copy of such notice to the Non-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the ▇▇▇▇▇▇▇ Money Deposit by notice of objection delivered to and received by Escrow Agent within five‌delayed,

Escrow Terms. Subject to Section 3 hereof, the Escrow Agent shall hold apply, administer and disburse release the ▇▇▇▇▇▇▇ Money Deposit in accordance with the following provisionsEscrowed Funds as follows: (a) Upon receipt by the Escrow Agent shallof a notice (a “Demand Notice”), at given by the direction Company, stating that the Company is entitled to receipt of Buyerthe Escrowed Funds, invest or any portion thereof, in accordance with Section 15(e) of the First ▇▇▇▇▇▇▇ Money Deposit Note, and stating with specificity the reasons therefor and the ▇▇▇▇▇▇▇ Money Deposit applicable clause in (iSection 15(e) obligations of the United States governmentNote, its agencies or independent departments; or (ii) and the amount of Escrowed Funds to which the Company is entitled, together with documentary evidence thereof, the Escrow Agent shall promptly give a federally insured interest-bearing account of a banking institution with an office in New York, New York, provided that no investment copy of the First ▇▇▇▇▇▇▇ Money Deposit Demand Notice to the Investor. If the Escrow Agent does not receive, within ten (10) Business Days after giving the copy of the Demand Notice to the Investor, a written objection (an “Objection”) from the Investor, or if the ▇▇▇▇▇▇▇ Money Deposit Escrow Agent shall have receive within such period receive a maturity date beyond written consent of the Closing DateInvestor to the release requested in the Demand Notice, then the Escrow Agent shall deliver the Escrowed Funds, or such portion thereof specified in the applicable Demand Notice, in accordance with such Demand Notice. If the Escrow Agent receives an Objection within such ten (10) Business Day period, then the Escrow Agent shall continue to hold the Escrowed Funds until otherwise authorized and directed pursuant to clauses (b) and (c) of this Section 2 below. (b) If Upon receipt by the Closing occursEscrow Agent of a joint written instruction given by the Company and the Investor (the “Joint Instructions”), then in which event the Escrow Agent shall deliver the First ▇▇▇▇▇▇▇ Money Deposit Escrowed Funds (or such portion thereof) in accordance with the terms of, and in the ▇▇▇▇▇▇▇ Money Deposit to Seller. If this Agreement is terminated other than because amount specified in, the Joint Instructions. (c) Upon receipt by the Escrow Agent of Seller’s breach a final and non-appealable judgment, order, decree or defaultaward of a federal or state court (a “Court Order”), then in which event the Escrow Agent shall deliver the First ▇▇▇▇▇▇▇ Money Deposit to Seller Escrowed Funds (cor such portion thereof) If Escrow Agent receives a notice signed in accordance with the Court Order. Any such Court Order shall be accompanied by Buyer or Seller (an opinion of U.S. counsel for the “Noticing Party”) stating that: (i) this Agreement has been timely cancelled or terminated pursuant party presenting such Court Order, in form and in substance satisfactory to the terms of a specific section of this Agreement giving either Buyer or Seller Escrow Agent, to the right to terminate this Agreement, effect that such court has competent jurisdiction and that such Noticing Party Court Order is entitled final and non-appealable. (d) The Parties acknowledge and agree that notwithstanding the release of all or any portion of the Escrowed Funds in accordance with this Section 2, the provisions of Section 1(a) above shall again apply to the ▇▇▇▇▇▇▇ Money Deposit; or (ii) the other Party hereto (the “Non-Noticing Party”) has defaulted Company for so long as this Agreement is in the performance of its obligations hereunder, Escrow Agent shall deliver a copy of such notice to the Non-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the ▇▇▇▇▇▇▇ Money Deposit by notice of objection delivered to and received by Escrow Agent within five‌effect.