Common use of Escrow Clause in Contracts

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000[ ]. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) The Escrow Agent will hereby acknowledges receipt of the Earnest Money and agrees to hold the Xxxxxxx Money Deposit same in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds xxxxxx until the earlier of (i) the Closing, closing or (ii) the sooner termination of this Agreement and shall pay over and apply the proceeds thereof in accordance with the terms of this Agreement. If, for any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Periodreason, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the closing does not occur and either party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by makes a written demand upon the Escrow Agent to Purchaser. In for payment of the event the Closing occursEarnest Money, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit give wxxxxxx notice to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) Business Days business days after the giving of such notice, the Escrow Agent is hereby authorized to object make such payment. If the Escrow Agent does receive such written objection within such five (5) day period, or if for any reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the Earnest Money until otherwise directed by wrixxxx xxstructions from the parties to this Agreement or until a final judgment (beyond any applicable appeal period) by a Court of competent jurisdiction is rendered disposing of such Earnest Money. The Escrow Agent xxxxx xe liable as a depository only and its duties hereunder are limited to the release safekeeping of the Xxxxxxx Earnest Money Deposit and the delivery of same in accxxxxxxx with the terms of this Agreement. The Escrow Agent will not be liable for any act or omission done in good faith, or for any claim, demand, loss or damage made or suffered by giving written notice of any party to this Agreement, excepting such objection to as may arise through or be caused by the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000's negligence or willful misconduct.

Escrow. (a) The Escrow Agent will hereby acknowledges receipt of the Earnest Money and agrees to hold the Xxxxxxx Money Deposit same in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the closing xx xxxxer termination of this Agreement and shall pay over and apply the proceeds thereof in accordance with the terms of this Agreement. If, for any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Periodreason, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the closing does not occur and either party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by makes a written demand upon the Escrow Agent to Purchaser. In for payment of the event the Closing occursEarnest Money, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release give written notice to the Xxxxxxx Money Deposit to either party until other xxxxx of such demand. If the Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given does not receive a written objection from the other party to the proposed payment within five (5) Business Days business days after the giving of such notice, the Escrow Agent is hereby authorized to object make such payment. If the Escrow Agent does receive such written objection within such five (5) day period, or if for any reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the Earnest Money until otherwise directed by written instructions from the xxxxxxs to this Agreement or until a final judgment (beyond any applicable appeal period) by a Court of competent jurisdiction is rendered disposing of such Earnest Money. The Escrow Agent shall be liable as a deposxxxxx xnly and its duties hereunder are limited to the release safekeeping of the Xxxxxxx Earnest Money Deposit and the delivery of same in accordance with the terms of xxxx Agreement. The Escrow Agent will not be liable for any act or omission done in good faith, or for any claim, demand, loss or damage made or suffered by giving written notice of any party to this Agreement, excepting such objection to as may arise through or be caused by the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000's negligence or willful misconduct.

Escrow. (a) The Escrow Agent will hereby acknowledges receipt of the Xxxxxxx Money and agrees to hold the same in escrow until the closing or sooner termination of this Agreement and shall pay over and apply the proceeds thereof in accordance with the terms of this Agreement. If, for any reason, the closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the Xxxxxxx Money, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) business days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such five (5) day period, or if for any reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account until otherwise directed by written instructions from the parties to this Agreement or until a final judgment (beyond any applicable appeal period) by a Court of the type generally used by competent jurisdiction is rendered disposing of such Xxxxxxx Money. The Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid liable as a depository only and its duties hereunder are limited to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount safekeeping of the Xxxxxxx Money Depositand the delivery of same in accordance with the terms of this Agreement. The Escrow Agent will not be liable for any act or omission done in good faith, without or for any claim, demand, loss or damage made or suffered by any party to this Agreement, excepting such as may arise through or be caused by the interestEscrow Agent's negligence or willful misconduct. In all other instancesany action involving the parties, Buyer acknowledges that Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000may represent Seller.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without with the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to dispute, or consent to, the release of the Xxxxxxx Money Deposit, provided that, if the Closing occurs, the Xxxxxxx Money Deposit by giving written notice of such objection to and interest thereon will be applied as set forth above on the requesting party and Escrow AgentClosing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) The Escrow Agent will hereby acknowledges receipt of the Earnest Money and agrees to hold the Xxxxxxx Money Deposit xxx xxxe in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, closing or (ii) the sooner termination of this Agreement and shall pay over and apply the proceeds thereof in accordance with the terms of this Agreement. If, for any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Periodreason, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the closing does not occur and either party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by makes a written demand upon the Escrow Agent to Purchaser. In for payment of the event the Closing occursEarnest Money, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit sxxxx xxve written notice to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) Business Days business days after the giving of such notice, the Escrow Agent is hereby authorized to object make such payment. If the Escrow Agent does receive such written objection within such five (5) day period, or if for any reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the Earnest Money until otherwise dirxxxxx xy written instructions from the parties to this Agreement or until a final judgment (beyond any applicable appeal period) by a Court of competent jurisdiction is rendered disposing of such Earnest Money. The Escrow Agent shall be liable as a depository only and its duties hereunder are limited to the release safekeeping of the Xxxxxxx Earnest Money Deposit and the delivery of xxxx xn accordance with the terms of this Agreement. The Escrow Agent will not be liable for any act or omission done in good faith, or for any claim, demand, loss or damage made or suffered by giving written notice of any party to this Agreement, excepting such objection to as may arise through or be caused by the requesting party and Escrow Agent's negligence or willful misconduct. Purchaser represents In any action involving the parties, Buyer acknowledges that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000Escrow Agent may represent Seller.

Escrow. SELLER’S attorney (athe “Escrow Agent”) Escrow Agent will shall hold the Xxxxxxx Money Deposit in Paragraph 2(a), above, in escrow in an interest-bearing IOLTA account until closing of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, title or (ii) the sooner termination of this Agreement in accordance with any right hereunderits terms, and shall pay over or apply the Deposit in accordance with the terms of this paragraph. In The Escrow Agent shall hold the event Purchaser has not terminated this Agreement by Deposit in an attorney’s IOLTA account for the end benefit of the Evaluation Periodparties. At the closing of title as contemplated hereunder, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaseror as directed by the SELLER. If for any reason the closing does not occur and either party gives Notice to the Escrow Agent pursuant to Paragraph 32 demanding payment of the Deposit, then the Escrow Agent shall give prompt Notice of such demand to the other party. If the Escrow Agent does not receive from such other party Notice of an objection to the proposed payment within seven (7) business days after giving such Notice, the Escrow Agent is hereby authorized and directed to make such payment in accordance with the Notice. If the Escrow Agent receives such Notice of objection within said seven (7) business day period, or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, then the Escrow Agent may continue to hold such amount until otherwise directed by Notice from the parties to this Agreement or a final, non-appealable judgment, order or decree of a Court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Deposit and the interest thereon, if any, with a court of competent jurisdiction where the Premises is located and shall give Notice of such deposit to SELLER and BUYER. Upon such deposit or other disbursement in accordance with the terms of this Paragraph 3, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that the Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith, on account of gross negligence, or in willful disregard of this Agreement on the part of the Escrow Agent. SELLER and BUYER agree, jointly and severally (with right of contribution) to defend (by counsel selected by the Escrow Agent), indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses (including reasonable attorney’s fees) incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to acts or omissions taken or suffered by the Escrow Agent in bad faith, on account of gross negligence, or in willful disregard of this Agreement on the part of the Escrow Agent. In the event the Closing occursDeposit is deposited with a court of competent jurisdiction pursuant to the terms herein, the Xxxxxxx Money parties to this Agreement hereby authorize the Escrow Agent to deduct the reasonable costs and attorney’s fees associated with an action of interpleader. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and with the advice of counsel which may be selected by it (including any member of its firm) and shall be fully protected in so acting or refraining from acting upon the advice of such counsel. The Escrow Agent acknowledges receipt of the Deposit by check or wire, subject to collection and all interest accrued thereon will be released the Escrow Agent’s agreement to Seller, and Purchaser shall receive a credit against the Purchase Price provisions of this paragraph by signing in the amount place indicated on the signature page of this Agreement. Escrow Agent or any member of its firm shall be permitted to act as counsel for SELLER in any dispute as to the disbursement of the Xxxxxxx Money Deposit, without Deposit or any other dispute between the interestparties whether or not the Escrow Agent is in possession of the Deposit and/or continues to act as the Escrow Agent. In all other instances, The parties waive claim to a conflict regarding this paragraph. Escrow Agent shall not release have no liability for any loss of the Xxxxxxx Money Deposit occurring on account of FDIC limits for sums insured on deposit. It is specifically understood and agreed that at closing, BUYER shall tender to either party until Escrow Agent has been requested SELLER official, cashier’s or bank checks drawn on a federally-regulated or Connecticut state-chartered bank, or a bank that is a member of the New York Clearing House, the proceeds of which are immediately available, or wired funds. All checks shall be made payable to SELLER’S attorney as trustee for SELLER, unless otherwise directed in writing by Seller SELLER or Purchaser SELLER’S counsel for the balance of the purchase price due at closing as set forth in this Agreement less the amounts of all mortgage payoffs. Additionally, BUYER’S attorney shall tender separate bank or treasurer’s check(s) to release SELLER for payoff of SELLER’S mortgage obligations. On or before ten calendar days (10) before closing, SELLER shall provide BUYER’s attorney with written directions for each mortgage payoff stating the Xxxxxxx Money Deposit name of payee and has given the other party five total amount of payoff together with a copy of the associated payoff statement(s). SELLER shall calculate the total payoff amount (5including applicable per diems, late charges, etc.) Business Days that shall be in an amount sufficient to object pay the mortgage in full. SELLER shall be responsible for preparing the mortgage payoff package(s) and transmittal(s). Immediately after closing, SELLER’S attorney shall wire or hand deliver or send via overnight carrier the payoff funds and package to the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000SELLER’S lender(s).

Escrow. (a) The Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an a segregated, interest-bearing account of the type generally used by entitled “Commonwealth Land Title Insurance Company, as Escrow Agent for the holding Alexander’s Kings Plaza, LLC, Alexander’s of escrow funds Kings, LLC, Kings Parking, LLC and Brooklyn Kings Plaza LLC,” until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end The Escrow Agent shall promptly notify Contributor and BKP of the Evaluation Periodaccount number for the account described in the preceding sentence. Except as otherwise set forth in this Agreement, the Xxxxxxx Money Deposit shall be non-refundable to PurchaserBKP, but shall be credited against the Purchase Price Cash Consideration at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior pursuant to the expiration BKP’s express right of the Evaluation Periodtermination established in this Agreement, the Xxxxxxx Money Deposit and all interest accrued thereon will be immediately returned by the Escrow Agent Agent, to PurchaserBKP. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will shall be released to SellerContributor, and Purchaser BKP shall receive a credit against the Purchase Price Cash Consideration in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, if either party makes a written or oral demand upon Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to the release for payment of the Xxxxxxx Money Deposit by giving Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the non-demanding party to the requesting party proposed payment within seven (7) calendar days after the giving of such notice, Escrow Agent is authorized, instructed and directed to make such payment. If Escrow Agent. Purchaser represents that its tax identification numberAgent does receive such written objection within such seven (7) calendar day period, for purposes Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from Contributor and BKP or a final judgment of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes a court of reporting the interest earnings, is 00-0000000competent jurisdiction.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation PeriodPeriod or as otherwise provided for in accordance with the terms and provisions of this Agreement, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to the Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to dispute, or consent to, the release of the Xxxxxxx Money Deposit by giving written notice Deposit. Seller represents that its tax identification number, for purposes of such objection to reporting the requesting party and Escrow Agentinterest earnings, is 00-0000000. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) The Escrow Agent will hereby acknowledges receipt of the Earnest Money and agrees to hold the Xxxxxxx Money Deposit thx xxxx in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, closing or (ii) the sooner termination of this Agreement and shall pay over and apply the proceeds thereof in accordance with the terms of this Agreement. If, for any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Periodreason, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the closing does not occur and either party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by makes a written demand upon the Escrow Agent to Purchaser. In for payment of the event the Closing occursEarnest Money, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit shaxx xxxx written notice to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) Business Days business days after the giving of such notice, the Escrow Agent is hereby authorized to object make such payment. If the Escrow Agent does receive such written objection within such five (5) day period, or if for any reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the Earnest Money until otherwise direcxxx xx written instructions from the parties to this Agreement or until a final judgment (beyond any applicable appeal period) by a Court of competent jurisdiction is rendered disposing of such Earnest Money. The Escrow Agent shall be liable as a depository only and its duties hereunder are limited to the release safekeeping of the Xxxxxxx Earnest Money Deposit and the delivery of sxxx xx accordance with the terms of this Agreement. The Escrow Agent will not be liable for any act or omission done in good faith, or for any claim, demand, loss or damage made or suffered by giving written notice of any party to this Agreement, excepting such objection to as may arise through or be caused by the requesting party and Escrow Agent's negligence or willful misconduct. Purchaser represents In any action involving the parties, Buyer acknowledges that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000Escrow Agent may represent Seller.

Escrow. (a) The Escrow Agent will hereby acknowledges receipt of the Earnest Money and agrees to hold the Xxxxxxx Money Deposit thx xxxx in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, closing or (ii) the sooner termination of this Agreement and shall pay over and apply the proceeds thereof in accordance with the terms of this Agreement. If, for any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Periodreason, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the closing does not occur and either party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by makes a written demand upon the Escrow Agent to Purchaser. In for payment of the event the Closing occursEarnest Money, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit shaxx xxxx written notice to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) Business Days business days after the giving of such notice, the Escrow Agent is hereby authorized to object make such payment. If the Escrow Agent does receive such written objection within such five (5) day period, or if for any reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the Earnest Money until otherwise direcxxx xx written instructions from the parties to this Agreement or until a final judgment (beyond any applicable appeal period) by a Court of competent jurisdiction is rendered disposing of such Earnest Money. The Escrow Xxxxx shall be liable as a depository only and its duties hereunder are limited to the release safekeeping of the Xxxxxxx Earnest Money Deposit and the delivery of sxxx xx accordance with the terms of this Agreement. The Escrow Agent will not be liable for any act or omission done in good faith, or for any claim, demand, loss or damage made or suffered by giving written notice of any party to this Agreement, excepting such objection to as may arise through or be caused by the requesting party and Escrow Agent's negligence or willful misconduct. Purchaser represents In any action involving the parties, Buyer acknowledges that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000Escrow Agent may represent Seller.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, except as otherwise expressly provided in this Agreement, but if not refunded in accordance with this Agreement shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit. In the event this Agreement is terminated due to a Purchaser default, without the interestXxxxxxx Money Deposit and all interest accrued thereon will be released to Seller in accordance with Section 13.2. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to dispute, or consent to, the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow AgentDeposit. Purchaser represents that its the tax identification number, for purposes of reporting the interest earnings, for Centennial Acquisition Company is 00-0000000 and for Ashwood American Properties, Inc. is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) The Escrow Agent will hereby acknowledges receipt of the Xxxxxxx Money and agrees to hold the same in escrow until the closing or sooner termination of this Agreement and shall pay over and apply the proceeds thereof in accordance with the terms of this Agreement. If, for any reason, the closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the Xxxxxxx Money, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) business days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such five (5) day period, or if for any reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account until otherwise directed by written instructions from the parties to this Agreement or until a final judgment (beyond any applicable appeal period) by a Court of the type generally used by competent jurisdiction is rendered disposing of such Xxxxxxx Money. The Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid liable as a depository only and its duties hereunder are limited to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount safekeeping of the Xxxxxxx Money Deposit, without and the interestdelivery of same in accordance with the terms of this Agreement. In all other instances, The Escrow Agent shall will not release be liable for any act or omission done in good faith, or for any claim, demand, loss or damage made or suffered by any party to this Agreement, excepting such as may arise through or be caused by the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000's negligence or willful misconduct.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, except as otherwise expressly provided in this Agreement, but if not refunded in accordance with this Agreement shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit. In the event this Agreement is terminated due to a Purchaser default, without the interestXxxxxxx Money Deposit and all interest accrued thereon will be released to Seller in accordance with Section 13.2. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to dispute, or consent to, the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow AgentDeposit. Purchaser represents that its the tax identification number, number for purposes of reporting the interest earnings, earnings of Centennial Acquisition Company is 00-0000000. Seller represents that its , and the tax identification number, number for purposes of reporting the interest earnings, earnings of Waramaug Acquisition Corp. is 00-0000000.

Escrow. (a) This Agreement shall serve as escrow instructions to the Escrow Agent will and an executed copy of this Agreement shall be deposited with the Escrow Agent. Seller and Purchaser hereby agree to hold the Escrow Agent harmless for any loss of any deposited funds, including the Xxxxxxx Money Deposit in escrow in an interest-bearing account Money, due to the failure of the type generally used by financial institution in which such funds are deposited, and the Escrow Agent shall not be liable in any way to Seller or Purchaser for any action taken in good faith pursuant to the terms hereof; provided, however, that nothing herein shall release the Escrow Agent for its fraud, willful misconduct or gross negligence. In the holding event of escrow funds until the earlier of (i) the Closing, or (ii) the a termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated or a default under this Agreement by the end of the Evaluation PeriodAgreement, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned delivered or disbursed by the Escrow Agent to Purchaseras provided in this Agreement. In If either party shall declare the event other party in default under this Agreement and shall make demand (a “Demand”) upon the Closing occursEscrow Agent for possession of the Xxxxxxx Money, said party must provide the other party with a copy of such Demand made upon the Escrow Agent. Except as otherwise expressly provided in this Agreement, the Escrow Agent shall not disburse the Xxxxxxx Money Deposit until the demanding party delivers to the Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party’s receipt of the Demand and all interest accrued thereon will the Escrow Agent has not received written objection to such Demand from the other party within five (5) business days following said party’s receipt of the copy of such Demand. Except as otherwise expressly provided in this Agreement, if any objection is so received or if any conflicting Demand shall be released to Sellertimely made upon the Escrow Agent, and Purchaser the Escrow Agent shall receive a credit against the Purchase Price in the amount not disburse any part of the Xxxxxxx Money Depositand shall await settlement of the controversy or deposit the Xxxxxxx Money with the court in the county where the Premises is located, in an interpleader action or otherwise for the purpose of having the respective rights of the parties adjudicated. Upon making such deposit or upon institution of such interpleader action or other actions, the Escrow Agent shall be fully relieved and discharged from all further obligations hereunder with respect to the Xxxxxxx Money. Provided that the Escrow Agent in good faith executes the terms hereof, it shall be indemnified by the non-prevailing party in any dispute over the Xxxxxxx Money from and against its costs, expenses and liabilities (including reasonable attorney’s fees) in connection with any proceeding in which the Escrow Agent may become a party or otherwise involved by reason of the Escrow Agent holding the Xxxxxxx Money in accordance with the terms hereof. Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Agreement, whenever in this Agreement it is provided for the Xxxxxxx Money to be returned to Purchaser without the interest. In all other instancesconsent or joinder of Seller being required and notwithstanding any contrary instructions Escrow Agent may receive from Seller, Escrow Agent shall not release hereby agrees to so return the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested Purchaser immediately upon written request therefor by Seller or Purchaser to release the Xxxxxxx Money Deposit Purchaser, and has given the other party five (5) Business Days to object to the release of the Xxxxxxx Money Deposit Seller, by giving written notice of such objection to the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000execution below hereby consents thereto.

Escrow. (a) The Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an a segregated, interest-bearing account of the type generally used by entitled “Commonwealth Land Title Insurance Company, as Escrow Agent for the holding of escrow funds Green Acres Mall, L.L.C. and Valley Stream Green Acres LLC,” until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event The Escrow Agent shall promptly notify Seller and Purchaser has not terminated this Agreement by the end of the Evaluation Periodaccount number for the account described in the preceding sentence. Except as otherwise set forth in this Agreement, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior pursuant to the expiration Purchaser’s express right of the Evaluation Periodtermination established in this Agreement, the Xxxxxxx Money Deposit and all interest accrued thereon will be immediately returned by the Escrow Agent Agent, to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will shall be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, if either party makes a written or oral demand upon Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to the release for payment of the Xxxxxxx Money Deposit by giving Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the non-demanding party to the requesting party proposed payment within seven (7) calendar days after the giving of such notice, Escrow Agent is authorized, instructed and directed to make such payment. If Escrow Agent. Agent does receive such written objection within such seven (7) calendar day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the Seller and Purchaser represents that its tax identification number, for purposes or a final judgment of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes a court of reporting the interest earnings, is 00-0000000competent jurisdiction.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the ClosingClosing of the purchase and sale of all of the Properties, or (ii) the termination of this Agreement with respect to all of the remaining Properties in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior with respect to the expiration all of the Evaluation Periodremaining Properties pursuant to an express right of termination established in this Agreement, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, party entitled to the Xxxxxxx Money Deposit pursuant to the terms of this Agreement. Upon the Closing of the purchase and sale of a Property, the applicable portion of the Xxxxxxx Money Deposit as provided in Section 3.3 and all interest accrued thereon will be released and paid to Seller, and Purchaser shall receive a credit at such Closing against the Purchase Price of the Property or Properties subject to such Closing in the amount of the applicable portion of the Xxxxxxx Money DepositDeposit as provided in Section 3.3, without plus the interestinterest that has accrued thereon. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five three (53) Business Days to object to dispute, or consent to, the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow AgentDeposit. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. In the event of any assignment of this Agreement to a Qualified Assignee that provides for all or any part of the Xxxxxxx Money Deposit, Purchaser will provide to Seller the tax identification number for such Qualified Assignee. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to PurchaserPurchaser except in certain limited circumstances expressly set forth elsewhere in this Agreement, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to and be for the party entitled to benefit of Purchaser unless the Xxxxxxx Money DepositDeposit is paid to Seller as liquidated damages pursuant to this Agreement. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Initial Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against all of the Purchase Price in the amount of interest earned on the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to dispute, or consent to, the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow AgentDeposit. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) This Agreement shall serve as escrow instructions to the Escrow Agent will and an executed copy of this Agreement shall be deposited with the Escrow Agent. Seller and Purchaser hereby agree to hold the Escrow Agent harmless for any loss of any deposited funds, including the Xxxxxxx Money Deposit in escrow in an interest-bearing account Money, due to the failure of the type generally used by financial institution in which such funds are deposited, and the Escrow Agent shall not be liable in any way to Seller or Purchaser for any action taken in good faith pursuant to the terms hereof; provided, however, that nothing herein shall release the Escrow Agent for its fraud, willful misconduct or gross negligence. In the holding event of escrow funds until the earlier of (i) the Closing, or (ii) the a termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated or a default under this Agreement by the end of the Evaluation PeriodAgreement, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned delivered or disbursed by the Escrow Agent to Purchaseras provided in this Agreement. In If either party shall declare the event other party in default under this Agreement and shall make demand (a "Demand") upon the Closing occursEscrow Agent for possession of the Xxxxxxx Money, said party must provide the other party with a copy of such Demand made upon the Escrow Agent. Except as otherwise expressly provided in this Agreement, the Escrow Agent shall not disburse the Xxxxxxx Money Deposit until the demanding party delivers to the Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party's receipt of the Demand and all interest accrued thereon will the Escrow Agent has not received written objection to such Demand from the other party within five (5) business days following said party's receipt of the copy of such Demand. Except as otherwise expressly provided in this Agreement, if any objection is so received or if any conflicting Demand shall be released to Sellertimely made upon the Escrow Agent, and Purchaser the Escrow Agent shall receive a credit against the Purchase Price in the amount not disburse any part of the Xxxxxxx Money Depositand shall await settlement of the controversy or deposit the Xxxxxxx Money with the court in the county where the Premises is located, in an interpleader action or otherwise for the purpose of having the respective rights of the parties adjudicated. Upon making such deposit or upon institution of such interpleader action or other actions, the Escrow Agent shall be fully relieved and discharged from all further obligations hereunder with respect to the Xxxxxxx Money. Provided that the Escrow Agent in good faith executes the terms hereof, it shall be indemnified by the non-prevailing party in any dispute over the Xxxxxxx Money from and against its costs, expenses and liabilities (including reasonable attorney's fees) in connection with any proceeding in which the Escrow Agent may become a party or otherwise involved by reason of the Escrow Agent holding the Xxxxxxx Money in accordance with the terms hereof. Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Agreement, whenever in this Agreement it is provided for the Xxxxxxx Money to be returned to Purchaser without the interest. In all other instancesconsent or joinder of Seller being required and notwithstanding any contrary instructions Escrow Agent may receive from Seller, Escrow Agent shall not release hereby agrees to so return the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested Purchaser immediately upon written request therefor by Seller or Purchaser to release the Xxxxxxx Money Deposit Purchaser, and has given the other party five (5) Business Days to object to the release of the Xxxxxxx Money Deposit Seller, by giving written notice of such objection to the requesting party and Escrow Agentits execution below hereby consents thereto. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.CONDITIONS TO CLOSING

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period or in the event Purchaser fails to advise Seller in writing that Purchaser is proceeding under this Agreement by notice to Seller given prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All In all events, all interest earned accrued on the Xxxxxxx Money Deposit shall will be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaserthe Purchaser as provided in Section 4.2. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to dispute, or consent to, the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow AgentDeposit. Purchaser represents that its the tax identification numbernumber for Germania, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) The Escrow Agent will hereby acknowledges receipt of the Xxxxxxx Money and agrees to hold the same in escrow until the completion of escrow or sooner termination of this Agreement and shall pay over and apply the proceeds thereof in accordance with the terms of this Agreement. If, for any reason, the completion of escrow does not occur and either party makes a written demand upon the Escrow Agent for payment of the Xxxxxxx Money, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) business days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such five (5) day period, or if for any reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account until otherwise directed by written instructions from the parties to this Agreement or until a final judgment (beyond any applicable appeal period) by a Court of competent jurisdiction is rendered disposing of such Xxxxxxx Money. The Deed shall be delivered to Escrow Agent on or before March 31, 2001. Said Deed shall be released for recording after satisfaction of Buyer's finance contingency and deposit of the type generally used by Escrow Agent for balance of the holding cash due at completion of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunderthis Agreement, whereupon the deed and other closing documents shall be released for delivery and/or recording. In the event Purchaser has not terminated Completion escrow for all purposes in this Agreement by shall be deemed to have occurred upon the end foregoing occurrences and the availability of Assumption Agreement between Seller, Buyer and the holder of the Evaluation Periodfirst mortgage for recording, the Xxxxxxx Money Deposit but in no event later than 15 days after reversal or satisfaction of Buyer's finance contingency. The Escrow Agent shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid liable as a depository only and its duties hereunder are limited to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount safekeeping of the Xxxxxxx Money Depositand the delivery of same in accordance with the terms of this Agreement. The Escrow Agent will not be liable for any act or omission done in good faith, without or for any claim, demand, loss or damage made or suffered by any party to this Agreement, excepting such as may arise through or be caused by the interestEscrow Agent's negligence or willful misconduct. In all other instancesany action involving the parties, Buyer acknowledges that Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000may represent Seller.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event that prior to the expiration of the Evaluation Period, Purchaser has not terminated elects to waive its right to allow this Agreement by to automatically terminate at the end of the Evaluation PeriodPeriod as set forth in Section 5.3(c), the Xxxxxxx Money Deposit shall be non-refundable to PurchaserPurchaser except in certain limited circumstances expressly set forth elsewhere in this Agreement, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to and be for the party entitled to benefit of Purchaser unless the Xxxxxxx Money DepositDeposit is paid to Seller as liquidated damages pursuant to this Agreement. In the event this Agreement is terminated prior allowed by Purchaser to automatically terminate at the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser, without Seller having any right to dispute such return. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against all of the Purchase Price in the amount of interest earned on the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to dispute, or consent to, the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow AgentDeposit. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but except as otherwise set forth herein, and shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to the Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without including the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to dispute the release of the Xxxxxxx Money Deposit. If no dispute is so delivered, Escrow Agent shall disburse the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow Agentas directed. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by provides a Notice to Proceed to Seller prior to the end expiration of the Evaluation PeriodPeriod pursuant to Section 5.3(c) herein, the Xxxxxxx Money Deposit shall shall, except as otherwise provided in this Agreement, be non-refundable to Purchaser, but Purchaser and shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be become part of the Xxxxxxx Money Deposit and shall paid to the party entitled to the Xxxxxxx Money DepositDeposit pursuant to the terms of this Agreement. In the event this Agreement is terminated prior to the expiration of the Evaluation PeriodPeriod pursuant to Section 5.3(c) herein, then the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to PurchaserPurchaser within one (1) Business Day following any such termination. In the event this Agreement is terminated for any other reason, then the Xxxxxxx Money Deposit will be disbursed by the Escrow Agent to the party entitled thereto pursuant to the applicable terms and provisions of this Agreement. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested in writing by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party written notice of such request and five (5) Business Days thereafter to object to dispute, or consent to, the release of the Xxxxxxx Money Deposit by giving written notice of such objection Deposit; provided, however, that if this Agreement is terminated prior to the requesting party expiration of the Evaluation Period pursuant to Section 5.3(c), then Escrow Agent is authorized to, and Escrow Agentshall, deliver the Xxxxxxx Money Deposit to Purchaser within one (1) Business Day following any such termination, and neither Seller nor Purchaser shall have any right to object to such delivery to Purchaser or disbursement to Seller. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its it is a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii) (“Disregarded Entity”). Xxxx-Xxxx Realty, L.P. (“Owner”) is the direct owner of Seller and is not a Disregarded Entity. Seller represents that Owner’s tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but except as otherwise set forth herein,, and shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to the Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without including the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to dispute the release of the Xxxxxxx Money Deposit. If no dispute is so delivered, Escrow Agent shall disburse the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow Agentas directed. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, Closing or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated Purchaser elects to proceed to Closing prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser (except as otherwise provided in this Agreement) and all interest accrued thereon shall be credited against the Purchase Price at the Closing, and in the event that the Closing does not occur as a result of Purchaser default, the Xxxxxxx Money Deposit shall be disbursed to Seller pursuant to the terms of this Agreement. In the event this Agreement is terminated prior to the expiration of the Evaluation Period or as otherwise provided for in accordance with the terms and provisions of this Agreement, the Xxxxxxx Money Deposit will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days from delivery of written notice to object to dispute, or consent to, the release of the Xxxxxxx Money Deposit by giving written notice Deposit. The tax identification number for the owner of such objection to Seller, for purposes of reporting the requesting party and Escrow Agentinterest earnings, is 00-0000000. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that If Purchaser takes title to the Property in the name of an affiliate entity at Closing pursuant to Section 15.1, then such affiliate entity shall provide its tax identification number, for purposes of reporting the interest earnings, is 00-0000000number to Seller and Escrow Agent prior to Closing.