Common use of ESCROWEE Clause in Contracts

ESCROWEE. (a) The Escrowee shall hold the proceeds of the Deposit in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the Closing Date or sooner termination of this Contract of Sale and shall pay over or apply such proceeds in accordance with the terms of this Article 15. Escrowee shall hold such proceeds in an interest-bearing account, and any interest earned thereon shall be paid to the same party entitled to the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. The tax identification numbers of the Seller and Purchaser are set forth next to their signatures at the end of this Contract of Sale. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrowee to Seller. (b) If either party makes a written demand upon Escrowee for payment of the proceeds of the Deposit, then Escrowee shall give written notice to the other party of such demand. If Escrowee 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, Escrowee is hereby authorized to make such payment. If Escrowee does receive such written objection within such five (5) business day period or if for any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract of Sale or a final judgment of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the county in which the Property is located. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder. (c) If the Closing takes place then at the Closing Escrowee shall deliver the Deposit to Seller. (d) Notwithstanding anything to contrary herein, in the event Purchaser terminates this Agreement on or prior to the expiration of the Due Diligence Expiration Date, then upon receipt of written demand for the Initial Deposit, the parties hereby irrevocably direct Escrowee to immediately release the Initial Deposit to Purchaser without notice to, and notwithstanding the objection of, Seller. 15.2 The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed to be the agent of either of the parties, and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith and in willful disregard of this Contract of Sale or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrowee’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, and in willful disregard of this Contract of Sale or involving gross negligence on the part of Escrowee. 15.3 Escrowee shall not have any duties or responsibilities except those set forth in this Contract of Sale and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed in good faith by Escrowee to be genuine, and Escrowee may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. Escrowee shall have no duty to determine (and shall not be affected by any knowledge concerning) the validity, authenticity or enforceability of any specification or certification made in any certificate or notice.

ESCROWEE. The ▇▇▇▇▇▇▇ Money Deposit (aas defined below) The Escrowee shall be deposited with Commonwealth Land Title Insurance Company (Attention: ▇▇▇▇▇▇▇▇ Mesh) (the "ESCROWEE"). Any escrow agent receiving funds or documents is authorized and agrees by acceptance thereof to promptly deposit and to hold the proceeds of the Deposit same in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the Closing Date or sooner termination of this Contract of Sale and shall pay over or apply such proceeds to disburse same subject to clearance thereof in accordance with the terms and conditions of this Article 15Agreement. Failure of the clearance of funds shall not excuse performance by the depositor. In the event a party to this Agreement provides written notice of dispute to Escrowee shall hold such proceeds in an interest-bearing account, and any interest earned thereon shall be paid as to the same party entitled to disbursement of monies hereunder, the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. The tax identification numbers of the Seller and Purchaser are set forth next to their signatures at the end of this Contract of Sale. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrowee to Seller. (b) If either party makes a written demand upon Escrowee for payment of the proceeds of the Deposit, then Escrowee shall give written notice to the other party of such demand. If Escrowee 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, Escrowee is hereby authorized to make such payment. If Escrowee does receive such written objection within such five (5) business day period or if for any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount the monies which are the subject of this escrow until otherwise directed by receipt of written instructions from the parties both Purchaser and Seller directing it as to this Contract of Sale what to do with such funds or a final judgment of a court of competent jurisdictionjurisdiction shall determine the rights of the parties hereto, or it may deposit all of the monies then held pursuant to this Agreement with any court of competent jurisdiction located in Houston, Texas. HoweverIn the event of doubt as to its duties or liabilities under the provisions of this Agreement, the Escrowee may, in its sole discretion, continue to hold the monies which are the subject of this escrow until receipt of written instructions from both Purchaser and Seller directing it as to what to do with such funds or a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit all of the monies then held pursuant to this Agreement with any court of competent jurisdiction located in Houston, Texas, which court shall have jurisdiction of the dispute, and upon notifying all parties concerned of such action, all liability on the part of the Escrowee shall have fully terminate, except to the right at extent of accounting for any time to deposit monies theretofore delivered out of escrow. In the escrowed proceeds and interest thereonevent of any suit wherein the Escrowee is made a party by virtue of acting as such Escrowee hereunder, if anyor in the event of any suit wherein Escrowee interpleads the subject matter of this escrow, with the clerk of the appropriate court of the county in which the Property is located. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be relieved entitled to recover reasonable attorneys' fees and discharged costs incurred through all levels of all further obligations proceedings, said fees and responsibilities hereunder. (c) If the Closing takes place then at the Closing Escrowee shall deliver the Deposit costs to Seller. (d) Notwithstanding anything to contrary herein, be charged and assessed as court costs in the event Purchaser terminates this Agreement on or prior to the expiration favor of the Due Diligence Expiration Date, then upon receipt of written demand prevailing party. Except for the Initial Deposit, the parties hereby irrevocably direct Escrowee to immediately release the Initial Deposit to Purchaser without notice to, and notwithstanding the objection of, Seller. 15.2 The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed to be the agent of either willful misconduct or gross negligence of the partiesEscrowee, and all parties agree that the Escrowee shall not be liable to either any party or person whomsoever from misdelivery to Purchaser or Seller of the parties for any act or omission on its part monies subject to this escrow, unless taken or suffered in bad faith and in such misdelivery shall be due to willful disregard breach of this Contract of Sale Agreement or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrowee’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, and in willful disregard of this Contract of Sale or involving gross negligence on the part of Escrowee. This SECTION 4.1 shall survive the Closing. 15.3 Escrowee shall not have any duties or responsibilities except those set forth in this Contract of Sale and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed in good faith by Escrowee to be genuine, and Escrowee may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. Escrowee shall have no duty to determine (and shall not be affected by any knowledge concerning) the validity, authenticity or enforceability of any specification or certification made in any certificate or notice.

ESCROWEE. (a) The Escrowee shall hold the proceeds Title Company hereby acknowledges receipt of the Deposit in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the Closing Date or sooner termination fully executed copy of this Contract of Sale Agreement and shall pay over or apply such proceeds the First Payment referred to in the Agreement on ________________, 2003, and agrees to accept, hold, deliver and disburse the First Payment and Second Payment, together with all interest accrued thereon and received by the Title Company, strictly in accordance with the terms and provisions of this Article 15Agreement. Escrowee shall hold such proceeds in an interest-bearing account, and In performing any interest earned thereon shall be paid to the same party entitled to the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. The tax identification numbers of the Seller and Purchaser are set forth next to their signatures at the end of this Contract of Sale. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrowee to Seller. (b) If either party makes a written demand upon Escrowee for payment of the proceeds of the Deposit, then Escrowee shall give written notice to the other party of such demand. If Escrowee 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, Escrowee is hereby authorized to make such payment. If Escrowee does receive such written objection within such five (5) business day period or if for any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract of Sale or a final judgment of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the county in which the Property is located. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder. (c) If the Closing takes place then at the Closing Escrowee shall deliver the Deposit to Seller. (d) Notwithstanding anything to contrary herein, in the event Purchaser terminates this Agreement on or prior to the expiration of the Due Diligence Expiration Date, then upon receipt of written demand for the Initial Deposit, the parties hereby irrevocably direct Escrowee to immediately release the Initial Deposit to Purchaser without notice to, and notwithstanding the objection of, Seller. 15.2 The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed to be the agent of either of the parties, and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith and in willful disregard of this Contract of Sale or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrowee’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, and in willful disregard of this Contract of Sale or involving gross negligence on the part of Escrowee. 15.3 Escrowee shall not have any duties or responsibilities except those set forth in this Contract of Sale and Title Company shall not incur any liability in acting upon to anyone for any signaturedamages, noticelosses or expenses, requestexcept for negligence, waiverwillful default or breach of trust, consent, receipt and it shall accordingly not incur any liability with respect (i) to any action taken or other paper or document believed omitted in good faith by Escrowee upon advice of its counsel, or (ii) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and Escrowee may assume that any person purporting to give it any notice on behalf of any party in accordance conform with the provisions hereof has been duly authorized of this Agreement. Seller and Buyer hereby agree to do indemnify and hold harmless the Title Company against any and all losses, claims, damages, liabilities and expenses, imposed upon the Title Company or incurred by the Title Company in connection with its acceptance or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof, unless such losses, claims, damages, liabilities and expenses arise out of Title Company's negligence, willful default or breach of trust. In the event of a dispute between Seller and Buyer sufficient in the discretion of the Title Company to justify its doing so, the Title Company shall be entitled to tender into the registry of the District Court of Tarrant County, Texas, all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Escrowee Seller and Buyer shall have no duty to determine (bear all costs and shall not be affected by any knowledge concerning) the validity, authenticity or enforceability expenses of any specification or certification made in any certificate or notice.such legal proceedings. Fidelity National Title Insurance Company By: ___Marti Robertson__________ Its: _Escrow Officer___________

ESCROWEE. (a) The Escrowee shall hold the proceeds Title Company hereby acknowledges receipt of the Deposit in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the Closing Date or sooner termination fully executed copy of this Contract of Sale Agreement and shall pay over or apply such proceeds the First Payment referred to in the Agreement on ________________, 2003, and agrees to accept, hold, deliver and disburse the First Payment and Second Payment, together with all interest accrued thereon and received by the Title Company, strictly in accordance with the terms and provisions of this Article 15Agreement. Escrowee shall hold such proceeds in an interest-bearing account, and In performing any interest earned thereon shall be paid to the same party entitled to the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. The tax identification numbers of the Seller and Purchaser are set forth next to their signatures at the end of this Contract of Sale. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrowee to Seller. (b) If either party makes a written demand upon Escrowee for payment of the proceeds of the Deposit, then Escrowee shall give written notice to the other party of such demand. If Escrowee 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, Escrowee is hereby authorized to make such payment. If Escrowee does receive such written objection within such five (5) business day period or if for any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract of Sale or a final judgment of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the county in which the Property is located. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder. (c) If the Closing takes place then at the Closing Escrowee shall deliver the Deposit to Seller. (d) Notwithstanding anything to contrary herein, in the event Purchaser terminates this Agreement on or prior to the expiration of the Due Diligence Expiration Date, then upon receipt of written demand for the Initial Deposit, the parties hereby irrevocably direct Escrowee to immediately release the Initial Deposit to Purchaser without notice to, and notwithstanding the objection of, Seller. 15.2 The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed to be the agent of either of the parties, and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith and in willful disregard of this Contract of Sale or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrowee’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, and in willful disregard of this Contract of Sale or involving gross negligence on the part of Escrowee. 15.3 Escrowee shall not have any duties or responsibilities except those set forth in this Contract of Sale and Title Company shall not incur any liability in acting upon to anyone for any signaturedamages, noticelosses or expenses, requestexcept for negligence, waiverwillful default or breach of trust, consent, receipt and it shall accordingly not incur any liability with respect (i) to any action taken or other paper or document believed omitted in good faith by Escrowee upon advice of its counsel, or (ii) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and Escrowee may assume that any person purporting to give it any notice on behalf of any party in accordance conform with the provisions hereof has been duly authorized of this Agreement. Seller and Buyer hereby agree to do indemnify and hold harmless the Title Company against any and all losses, claims, damages, liabilities and expenses, imposed upon the Title Company or incurred by the Title Company in connection with its acceptance or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof, unless such losses, claims, damages, liabilities and expenses arise out of Title Company's negligence, willful default or breach of trust. In the event of a dispute between Seller and Buyer sufficient in the discretion of the Title Company to justify its doing so, the Title Company shall be entitled to tender into the registry of the District Court of Tarrant County, Texas, all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Escrowee Seller and Buyer shall have no duty to determine (bear all costs and shall not be affected by any knowledge concerning) the validity, authenticity or enforceability expenses of any specification or certification made in any certificate or notice.such legal proceedings. Fidelity National Title Insurance Company By: ___/s/_Marti Robertson_______ Its: ____Escrow Officer________

ESCROWEE. (a) a. The Escrowee shall hold the proceeds of the Deposit in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the Closing Date or sooner termination of this Contract of Sale and shall pay over or apply such proceeds in accordance with the terms of this Article 15. Escrowee shall hold such proceeds in an interest-bearing account, and any interest earned thereon shall be paid to the same party entitled to the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. The tax identification numbers of the Seller and Purchaser are set forth next to their signatures at the end of this Contract of Sale. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrowee to Seller. (b) If either party makes a written demand upon Escrowee for payment of the proceeds of the Deposit, then Escrowee shall give written notice to the other party of such demand. If Escrowee 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, Escrowee is hereby authorized to make such payment. If Escrowee does receive such written objection within such five (5) business day period or if for any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract of Sale or a final judgment of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the county in which the Property is located. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder. (c) If the Closing takes place then at the Closing Escrowee shall deliver the Deposit to Seller. (d) Notwithstanding anything to contrary herein, in the event Purchaser terminates this Agreement on or prior to the expiration of the Due Diligence Expiration Date, then upon receipt of written demand for the Initial Deposit, the parties hereby irrevocably direct Escrowee to immediately release the Initial Deposit to Purchaser without notice to, and notwithstanding the objection of, Seller. 15.2 The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed under any duty to be the agent of either of the parties, and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith and in willful disregard of this Contract of Sale or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection deal with the performance property held by it hereunder with any greater degree of Escrowee’s duties hereunder, except care than it uses when dealing with respect to actions or omissions taken or suffered by Escrowee in bad faith, and in willful disregard of this Contract of Sale or involving gross negligence on the part of Escroweeits own similar property. 15.3 b. The Escrowee shall not have any duties or responsibilities except those set forth may act in this Contract of Sale and shall not incur any liability in acting reliance upon any signature, notice, request, waiver, consent, receipt instrument or other paper or document signature believed in good faith by Escrowee it to be genuine, and Escrowee may assume that any person purporting to give it any notice on behalf or receipt of advice or to make any party statement in accordance connection with the provisions hereof has been duly authorized to do so. . c. The Escrowee shall have no duty may act relative hereto in reliance upon advice of counsel in reference to determine (any matter connected herewith, and shall not be affected by liable for any knowledge concerning) the validitymistake of fact or error of judgment, authenticity or enforceability for any acts or omissions of any specification kind, unless caused by its willful misconduct. d. In the event that the Escrowee shall be uncertain as to its duties or certification made rights hereunder or shall receive one or more instructions, claims or demands from any of the parties hereto or from third persons with respect to the property held hereunder which, in its opinion, are in conflict with any certificate other instructions it has received or any provision of this Agreement, it may refrain from taking any action other than to use reasonable care to keep safely said property until it shall be directed otherwise in writing by the other parties hereto and such third persons, if any, or by a final order or judgment of a court of competent jurisdiction; or, alternatively, the Escrowee may resign and deliver the property to any party reasonably deemed appropriate by the Escrowee, upon which all obligations of the Escrowee hereunder shall cease and terminate. e. The Escrowee may at any time resign hereunder by giving at least ten (10) days' prior written notice thereof to the other parties hereto. Upon the effective date of such resignation, all property then held by the Escrowee hereunder shall be delivered to a joint designee of ▇▇▇▇▇▇▇ and Menlo. Upon making such delivery, all obligations of the Escrowee hereunder shall cease and terminate. If no such person shall have been designated by the date validly set hereunder for the Escrowee's resignation, all obligations of the Escrowee hereunder shall, nevertheless, cease and terminate. Its sole responsibility thereafter shall be to keep safely all property then held by it and to deliver the same to a person designated by both other parties hereto or in accordance with the directions of a final order or judgment of a court of competent jurisdiction. f. Notwithstanding any other provisions herein, no notice, demand, request or other communication to the Escrowee in connection herewith shall be binding on the Escrowee unless it is in writing, refers specifically to this Agreement, is addressed to the Escrowee at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇ ▇ ▇▇▇▇▇▇, Esq. or such other address as the Escrowee may, at any time or from time to time, designate, and is actually received by the Escrowee at that address. g. The Escrowee is acting as a stakeholder at the request of the other parties hereto, and may continue to act as counsel to Menlo notwithstanding any dispute among the parties hereto. h. This Agreement sets forth exclusively the duties of the Escrowee with respect to any and all matters pertinent hereto. Except as otherwise expressly provided herein, the Escrowee shall not refer to, and shall not be bound by, the provisions of any other agreement.

ESCROWEE. (a) The Escrowee shall hold the proceeds Title Company hereby acknowledges receipt of the Deposit in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the Closing Date or sooner termination fully executed copy of this Contract of Sale Agreement and shall pay over or apply such proceeds the First Payment referred to in the Agreement on April 17, 2000, and agrees to accept, hold, deliver and disburse the First Payment and Second Payment, together with all interest accrued thereon and received by the Title Company, strictly in accordance with the terms and provisions of this Article 15Agreement. Escrowee shall hold such proceeds in an interest-bearing account, and In performing any interest earned thereon shall be paid to the same party entitled to the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. The tax identification numbers of the Seller and Purchaser are set forth next to their signatures at the end of this Contract of Sale. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrowee to Seller. (b) If either party makes a written demand upon Escrowee for payment of the proceeds of the Deposit, then Escrowee shall give written notice to the other party of such demand. If Escrowee 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, Escrowee is hereby authorized to make such payment. If Escrowee does receive such written objection within such five (5) business day period or if for any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract of Sale or a final judgment of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the county in which the Property is located. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder. (c) If the Closing takes place then at the Closing Escrowee shall deliver the Deposit to Seller. (d) Notwithstanding anything to contrary herein, in the event Purchaser terminates this Agreement on or prior to the expiration of the Due Diligence Expiration Date, then upon receipt of written demand for the Initial Deposit, the parties hereby irrevocably direct Escrowee to immediately release the Initial Deposit to Purchaser without notice to, and notwithstanding the objection of, Seller. 15.2 The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed to be the agent of either of the parties, and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith and in willful disregard of this Contract of Sale or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrowee’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, and in willful disregard of this Contract of Sale or involving gross negligence on the part of Escrowee. 15.3 Escrowee shall not have any duties or responsibilities except those set forth in this Contract of Sale and Title Company shall not incur any liability in acting upon to anyone for any signaturedamages, noticelosses or expenses, requestexcept for negligence, waiverwillful default or breach of trust, consent, receipt and it shall accordingly not incur any liability with respect (i) to any action taken or other paper or document believed omitted in good faith by Escrowee upon advice of its counsel, or (ii) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and Escrowee may assume that any person purporting to give it any notice on behalf of any party in accordance conform with the provisions hereof has been duly authorized of this Agreement. Seller and Buyer hereby agree to do indemnify and hold harmless the Title Company against any and all losses, claims, damages, liabilities and expenses, imposed upon the Title Company or incurred by the Title Company in connection with its acceptance or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof, unless such losses, claims, damages, liabilities and expenses arise out of Title Company's negligence, willful default or breach of trust. In the event of a dispute between Seller and Buyer sufficient in the discretion of the Title Company to justify its doing so, the Title Company shall be entitled to tender into the registry of the District Court of ▇▇▇▇▇▇ County, Florida, all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Escrowee Seller and Buyer shall have no duty to determine (bear all costs and shall not be affected by any knowledge concerning) the validity, authenticity or enforceability expenses of any specification or certification made in any certificate or noticesuch legal proceedings.