Common use of Escrow Holder Clause in Contracts

Escrow Holder. Any funds delivered to the Escrow Holder pursuant to this Agreement shall be held by said Escrow Holder in escrow and trust in accordance with the terms of this Agreement. The execution of this Agreement by the Escrow Holder is solely for purposes of evidencing the acknowledgment by said Escrow Holder of the receipt by it of the portion of the Deposit as specified in this Agreement and its agreement to hold and or release the Deposit in accordance with the terms of this Agreement, and if the Deposit (of any other funds delivered to Escrow Holder hereunder) is received in the form of a check, it is subject to collection. In the event of any dispute regarding any action taken, or proposed to be taken, by the Escrow Holder with respect to the Deposit or any other documents and/or property held by the Escrow Holder pursuant to this Agreement, the Escrow Holder, in its sole discretion, may cause the Deposit and/or such other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by the Escrow Holder, and the Seller and Buyer, jointly and severally, agree to pay directly, or reimburse the Escrow Holder for, any and all expenses so incurred by the Escrow Holder, including, but not limited to, any attorneys’ fees and costs incurred by the Escrow Holder in any such action. If for any reason the Closing does not occur, or at any time prior to Closing pursuant to the terms of this Agreement, either party makes a written or oral demand upon Escrow Holder for payment of the Deposit, Escrow Holder shall give written notice to the other party of such demand. If Escrow Holder does not receive a written objection from the non demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, Escrow Holder is authorized, instructed and directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall continue to hold such amount until otherwise directed by written instructions from the Seller and Buyer or a final judgment of a court. Seller and Buyer recognize that the Escrow Holder’s duties hereunder are only as specifically provided herein and are purely ministerial in nature, and Seller and Buyer therefore agree that the Escrow Holder shall, so long as it acts in good faith, have no liability to either party except for its willful misconduct or gross negligence. Seller and Buyer do hereby indemnify the Escrow Holder against, and agree to hold, save, and defend the Escrow Holder harmless from, any costs, liabilities, and expenses incurred by the Escrow Holder in discharging its duties hereunder, except to the extent caused by Escrow Holder’s willful misconduct or gross negligence.

Escrow Holder. Any funds delivered In performing its duties hereunder, Escrow Holder shall not incur any liability to anyone for any damages, losses or expenses, except for its negligence or intentional misconduct, and it shall accordingly not incur any such liability with respect (a) to any action taken or omitted in good faith upon advice of its counsel or (b) 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 provision, but also as to the truth and accuracy of any information contained therein, that Escrow Holder pursuant shall in good faith believe to this Agreement shall be held genuine, to have been signed or presented by said Escrow Holder in escrow a proper person,, and trust in accordance with to conform to the terms provisions of this Agreement. The execution Seller and Buyer hereby agree to indemnify and hold harmless Escrow Holder against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and legal fees and disbursements, that may be imposed upon Escrow Holder or incurred by Escrow Holder in connection with its acceptance or performance of its duties hereunder, including any litigation arising out of this Agreement by or involving the subject matter hereof, unless resulting from Escrow Holder's negligence or intentional misconduct. If any dispute shall arise between Seller and Buyer sufficient in the discretion of Escrow Holder is solely for purposes of evidencing the acknowledgment by said to justify its doing so, upon five (5) days prior written notice to Buyer and Seller, Escrow Holder shall be entitled to tender into the registry or custody of the receipt by it of the portion of the Deposit as specified in this Agreement and its agreement to hold and or release the Deposit in accordance with the terms of this Agreement, and if the Deposit (clerk of any other funds delivered to Escrow Holder hereunder) is received state court of general jurisdiction located in the form of a checkcounty in which the Land is located or the clerk for the United States District Court, it having jurisdiction over the county in which the Land is subject to collection. In the event of located, any dispute regarding any action takenor all money, property or proposed to be taken, by the Escrow Holder with respect to the Deposit or any other documents and/or property held by the Escrow Holder pursuant in its hands relating to this Agreement, the Escrow Holder, in its sole discretion, may cause the Deposit and/or together with such other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by the Escrow Holderpleadings as it shall deem appropriate, and the Seller thereupon be discharged from all further duties and Buyer, jointly and severally, agree to pay directly, or reimburse the Escrow Holder for, any and all expenses so incurred by the Escrow Holder, including, but not limited to, any attorneys’ fees and costs incurred by the Escrow Holder in any such action. If for any reason the Closing does not occur, or at any time prior to Closing pursuant to the terms of liabilities under this Agreement, either party makes a written or oral demand upon Escrow Holder for payment of the Deposit, Escrow Holder shall give written notice to the other party of such demand. If Escrow Holder does not receive a written objection from the non demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, Escrow Holder is authorized, instructed and directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall continue to hold such amount until otherwise directed by written instructions from the Seller and Buyer or a final judgment of a court. Seller and Buyer recognize that the Escrow Holder’s duties hereunder are only as specifically provided herein and are purely ministerial in nature, and Seller and Buyer therefore agree that the Escrow Holder shall, so long as it acts in good faith, have no liability to either party except for its willful misconduct or gross negligence. Seller and Buyer do hereby indemnify the Escrow Holder against, and agree to hold, save, and defend the Escrow Holder harmless from, any costs, liabilities, shall bear all costs and expenses incurred by the Escrow Holder in discharging its duties hereunder, except to the extent caused by Escrow Holder’s willful misconduct or gross negligenceof any such legal proceedings equally.

Escrow Holder. Any funds delivered In performing its duties hereunder, Escrow Holder shall not incur any liability to anyone for any damages, losses or expenses, except for its negligence or intentional misconduct, and it shall accordingly not incur any such liability with respect (a) to any action taken or omitted in good faith upon advice of its counsel or (b) 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 provision, but also as to the truth and accuracy of any information contained therein, that Escrow Holder pursuant shall in good faith believe to this Agreement shall be held genuine, to have been signed or presented by said Escrow Holder in escrow a proper person,, and trust in accordance with to conform to the terms provisions of this Agreement. The execution Seller and Buyer hereby agree to indemnify and hold harmless Escrow Holder against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and legal fees and disbursements, that may be imposed upon Escrow Holder or incurred by Escrow Holder in connection with its acceptance or performance of its duties hereunder, including any litigation arising out of this Agreement by or involving the subject matter hereof, unless resulting from Escrow Holder's negligence or intentional misconduct. If any dispute shall arise between Seller and Buyer sufficient in the discretion of Escrow Holder is solely for purposes of evidencing the acknowledgment by said to justify its doing so, Escrow Holder shall be entitled to tender into the registry or custody of the receipt by it of the portion of the Deposit as specified in this Agreement and its agreement to hold and or release the Deposit in accordance with the terms of this Agreement, and if the Deposit (clerk of any other funds delivered to Escrow Holder hereunder) is received state court of general jurisdiction located in the form of a checkcounty in which the Real Property is located or the clerk for the United States District Court, it having jurisdiction over the county in which the Real Property is subject to collection. In the event of located, any dispute regarding any action takenor all money, property or proposed to be taken, by the Escrow Holder with respect to the Deposit or any other documents and/or property held by the Escrow Holder pursuant in its hands relating to this Agreement, the Escrow Holder, in its sole discretion, may cause the Deposit and/or together with such other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by the Escrow Holderpleadings as it shall deem appropriate, and the Seller thereupon be discharged from all further duties and Buyer, jointly and severally, agree to pay directly, or reimburse the Escrow Holder for, any and all expenses so incurred by the Escrow Holder, including, but not limited to, any attorneys’ fees and costs incurred by the Escrow Holder in any such action. If for any reason the Closing does not occur, or at any time prior to Closing pursuant to the terms of liabilities under this Agreement, either party makes a written or oral demand upon Escrow Holder for payment of the Deposit, Escrow Holder shall give written notice to the other party of such demand. If Escrow Holder does not receive a written objection from the non demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, Escrow Holder is authorized, instructed and directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall continue to hold such amount until otherwise directed by written instructions from the Seller and Buyer or a final judgment of a court. Seller and Buyer recognize that the Escrow Holder’s duties hereunder are only as specifically provided herein shall bear all costs and are purely ministerial in nature, expenses of any such legal proceedings equally. Buyer and Seller and Buyer therefore agree that have executed this Agreement as of the Escrow Holder shall, so long as it acts in good faith, have no liability to either party except for its willful misconduct or gross negligence. Seller and Buyer do hereby indemnify the Escrow Holder against, and agree to hold, save, and defend the Escrow Holder harmless from, any costs, liabilities, and expenses incurred by the Escrow Holder in discharging its duties hereunder, except to the extent caused by Escrow Holder’s willful misconduct or gross negligencedate written above.

Escrow Holder. Any funds delivered to the Xxxxxx and Xxxxx authorize Escrow Holder pursuant and Landmark to this Agreement shall be held by said Escrow Holder receive, deposit and hold funds and other property in escrow escrow, and trust subject to collection, disburse them in accordance with the terms of this AgreementAgreement or another agreement entered into among the Seller, Buyer, Escrow Holder and Landmark. The execution of this Agreement by the parties agree that neither Escrow Holder nor Landmark will be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is solely for purposes of evidencing the acknowledgment by said due to Escrow Holder's or Landmark's willful breach or gross negligence. Neither Escrow Holder nor Landmark shall have a duty or obligation to place the Deposit into an interest-bearing escrow. No interest that shall accrue on the deposit, if any, shall be due or payable to either party upon disbursement and may be retained by Escrow Holder and/or Landmark as part of the receipt by it of consideration paid for its services hereunder. If there is a dispute regarding the portion disbursement or disposition of the Deposit as specified in this Agreement and its agreement to hold and or release the Deposit in accordance with interest earned on the terms of this AgreementDeposit, and or if the Deposit (of any other funds delivered to Escrow Holder hereunder) is received in the form of a check, it is subject to collection. In the event of any dispute regarding any action taken, or proposed to be taken, by the Escrow Holder Landmark shall receive conflicting written demands or instructions with respect to the Deposit or any other documents and/or property held by the Deposit, then Escrow Holder or Landmark shall withhold such disbursement or disposition until notified by Buyer and Seller that such dispute is resolved or Escrow Holder or Landmark may file a suit of interpleader, and the cost and expense of filing such interpleader action shall be divided equally between Seller and Buyer in the state or cognizant federal courts in the county in which the Property is located. Neither Escrow Holder nor Landmark shall be liable for any damage, liability or loss arising out of or in connection with the services rendered by Escrow Holder or Landmark pursuant to this AgreementAgreement unless the same results from the negligence, the Escrow Holder, in its sole discretion, may cause the Deposit and/or such other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by the Escrow Holder, and the Seller and Buyer, jointly and severally, agree to pay directlygross negligence, or reimburse the willful misconduct of Escrow Holder for, any and all expenses so incurred by the Escrow Holder, including, but not limited to, any attorneys’ fees and costs incurred by the Escrow Holder in any such action. If for any reason the Closing does not occur, or at any time prior to Closing pursuant to the terms of this Agreement, either party makes a written or oral demand upon Escrow Holder for payment of the Deposit, Escrow Holder shall give written notice to the other party of such demand. If Escrow Holder does not receive a written objection from the non demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, Escrow Holder is authorized, instructed and directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall continue to hold such amount until otherwise directed by written instructions from the Seller and Buyer or a final judgment of a court. Seller and Buyer recognize that the Escrow Holder’s duties hereunder are only as specifically provided herein and are purely ministerial in nature, and Seller and Buyer therefore agree that the Escrow Holder shall, so long as it acts in good faith, have no liability to either party except for its willful misconduct or gross negligence. Seller and Buyer do hereby indemnify the Escrow Holder against, and agree to hold, save, and defend the Escrow Holder harmless from, any costs, liabilities, and expenses incurred by the Escrow Holder in discharging its duties hereunder, except to the extent caused by Escrow Holder’s willful misconduct or gross negligenceLandmark.

Escrow Holder. Any funds delivered to the Escrow Holder pursuant to this Agreement shall be held by said Escrow Holder in escrow and trust in accordance with the terms of this Agreementtrust. The execution of this Agreement by the Escrow Holder is solely for purposes of evidencing the acknowledgment by said Escrow Holder of the receipt by it of the portion of the Deposit as specified in this Agreement and its agreement to hold and or release the Deposit in accordance with the terms of this Agreement, and if the Deposit (of or any other funds delivered to Escrow Holder hereunder) is received in the form of a check, it is subject to collection. In the event of any dispute regarding any action taken, or proposed to be taken, by the Escrow Holder with respect to the Deposit or any other documents and/or property held by the Escrow Holder pursuant to this Agreement, the Escrow Holder, in its sole discretion, may cause the Deposit and/or such other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by the Escrow Holder, and the Seller and Buyer, jointly and severally, agree to pay directly, or reimburse the Escrow Holder for, any and all expenses so incurred by the Escrow Holder, including, but not limited to, any attorneys’ fees and costs incurred by the Escrow Holder in any such action. If for any reason the Closing does not occur, or at any time prior to Closing pursuant to the terms of this Agreement, occur and either party makes a written or oral demand upon Escrow Holder for payment of the Deposit, Escrow Holder shall give written notice to the other party of such demand. If Escrow Holder does not receive a written objection from the non demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, Escrow Holder is authorized, instructed and directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall continue to hold such amount until otherwise directed by written instructions from the Seller and Buyer or a final judgment of a court. Seller and Buyer recognize that the Escrow Holder’s duties hereunder are only as specifically provided herein and are purely ministerial in nature, and Seller and Buyer therefore agree that the Escrow Holder shall, so long as it acts in good faith, have no liability to either party except for its willful misconduct or gross negligence. Seller and Buyer do hereby indemnify the Escrow Holder against, and agree to hold, save, and defend the Escrow Holder harmless from, any costs, liabilities, and expenses incurred by the Escrow Holder in discharging its duties hereunder, except to the extent caused by Escrow Holder’s willful misconduct or gross negligence.

Escrow Holder. Any funds delivered to the Escrow Holder pursuant to this Agreement shall be held by said Escrow Holder in escrow and trust in accordance with the terms of this Agreement. The execution of this Agreement by the Escrow Holder is solely for purposes of evidencing the acknowledgment by said Escrow Holder of the receipt by it of the portion of the Deposit as specified in this Agreement and its agreement to hold and or release dispose of ------------- the Deposit in accordance with the terms of this Agreement, and if the Deposit (of any other funds delivered to Escrow Holder hereunder) is received in the form of a check, it is subject to collection. In the event of any dispute regarding any action taken, or proposed to be taken, by the Escrow Holder with respect to the Deposit or any other documents and/or property held by the Escrow Holder pursuant to this Agreement, the Escrow Holder, in its sole discretion, may cause the Deposit and/or such other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by the Escrow Holder, and the Seller and Buyer, jointly and severally, agree to pay directly, or reimburse the Escrow Holder for, any and all expenses so incurred by the Escrow Holder, including, but not limited to, any attorneys’ fees and costs incurred by the Escrow Holder in any such action. If for any reason the Closing does not occur, or at any time prior to Closing pursuant to the terms of this Agreement, either party makes a written or oral demand upon Escrow Holder for payment of the Deposit, Escrow Holder shall give written notice to the other party of such demand. If Escrow Holder does not receive a written objection from the non demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, Escrow Holder is authorized, instructed and directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall continue to hold such amount until otherwise directed by written instructions from the Seller and Buyer or a final judgment of a court. Seller and Buyer recognize agree that the duties of the Escrow Holder’s duties Holder hereunder are only as specifically provided herein and are purely ministerial in nature, nature and Seller and Buyer therefore agree that shall be expressly limited to the administration of the Escrow and the safekeeping and disposition of the Deposit and any closing funds delivered into Escrow in accordance with this Agreement. Escrow Holder shall, so long as it acts in good faith, have shall incur no liability in connection with the safekeeping or disposition of the Deposit for any reason other than Escrow Holder's failure to either party except for its comply with any written escrow instructions signed by Buyer and Seller, willful misconduct or gross negligence. Seller and Buyer do hereby indemnify the If Escrow Holder againstis in doubt as to its duties or obligations with regard to the Deposit, or if Escrow Holder receives conflicting instructions from Buyer and Seller with respect to the Deposit, then Escrow Holder shall not be required to disburse the Deposit and may, at its option, continue to hold the Deposit until both Buyer and Seller agree as to its disposition, or until a final judgment is entered by a court of competent jurisdiction directing its disposition, or Escrow Holder may interplead the Deposit in accordance with the laws of the state in which the Property is located. Escrow Holder shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit prior to the date interest is posted thereon. Escrow Holder shall execute this Agreement solely for the purpose of being bound by the provisions of Sections 1.4, 1.5, 1.6, 1.7 and Article IV hereof. The parties agree to hold, save, and defend the Escrow Holder harmless from, any costs, liabilities, and expenses incurred by the Escrow Holder in discharging its duties hereunder, except to the extent caused be bound by Escrow Holder’s willful misconduct or gross negligence's General Provisions attached hereto as Exhibit G; provided, however in the event of a discrepancy between this --------- Agreement and Escrow Holder's General Provisions, this Agreement shall prevail.

Escrow Holder. Any funds delivered In performing its duties hereunder, Escrow Holder shall not incur any liability to anyone for any damages, losses or expenses, except for its negligence or intentional misconduct, and it shall accordingly not incur any such liability with respect to (a) any action taken or omitted in good faith upon advice of its counsel or (b) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided 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, that Escrow Holder pursuant shall in good faith believe to this Agreement shall be held genuine, to have been signed or presented by said Escrow Holder in escrow a proper person, and trust in accordance with to conform to the terms provisions of this Agreement. The execution of this Agreement by the Escrow Holder is solely for purposes of evidencing the acknowledgment by said Escrow Holder of the receipt by it of the portion of the Deposit as specified in this Agreement and its agreement to hold and or release the Deposit in accordance with the terms of this Agreement, and if the Deposit (of any other funds delivered to Escrow Holder hereunder) is received in the form of a check, it is subject to collection. In the event of any dispute regarding any action taken, or proposed to be taken, by the Escrow Holder with respect to the Deposit or any other documents and/or property held by the Escrow Holder pursuant to this Agreement, the Escrow Holder, in its sole discretion, may cause the Deposit and/or such other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by the Escrow Holder, and the Seller and Buyer, jointly and severally, agree to pay directly, or reimburse the Escrow Holder for, any and all expenses so incurred by the Escrow Holder, including, but not limited to, any attorneys’ fees and costs incurred by the Escrow Holder in any such action. If for any reason the Closing does not occur, or at any time prior to Closing pursuant to the terms of this Agreement, either party makes a written or oral demand upon Escrow Holder for payment of the Deposit, Escrow Holder shall give written notice to the other party of such demand. If Escrow Holder does not receive a written objection from the non demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, Escrow Holder is authorized, instructed and directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall continue to hold such amount until otherwise directed by written instructions from the Seller and Buyer or a final judgment of a court. Seller hereby agree to indemnify and Buyer recognize that the Escrow Holder’s duties hereunder are only as specifically provided herein and are purely ministerial in nature, and Seller and Buyer therefore agree that the hold harmless Escrow Holder shallagainst any losses, so long as it acts in good faithclaims, have no liability to either party except for its willful misconduct or gross negligence. Seller and Buyer do hereby indemnify the Escrow Holder against, and agree to hold, save, and defend the Escrow Holder harmless from, any costsdamages, liabilities, and expenses , including reasonable costs for investigation and legal fees and disbursements, that may be imposed upon Escrow Holder or incurred by the Escrow Holder in discharging connection with its acceptance or performance of its duties hereunder, except to including any litigation arising out of this Agreement or involving the extent caused by subject matter hereof, unless resulting from Escrow Holder’s willful misconduct negligence or gross negligence.intentional misconduct. If any dispute shall arise between Buyer and Seller sufficient in the discretion of Escrow Holder to justify doing so, Escrow Holder shall be entitled to tender into the registry or custody of the clerk of any state court of general jurisdiction located in Washoe County, Nevada or the clerk for the United States District Court for the District of Nevada in Washoe County, Nevada, any money, property, or documents in its hands relating to this Agreement, together with such pleadings as it shall deem appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Seller and Buyer all bear all costs and expenses of any such legal proceedings equally. Buyer and Seller have executed this Agreement as of the date first written above. BUYER: AWI Gaming, Inc., a Nevada corporation By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President SELLER: Xxxxxx X. Xxxxxxx-Xxxxx as Trustee of the Xxxxxxx Family Trust under instrument dated September 17, 1986 and amended September 18, 1991 (“Xxxxxxx-Xxxxx”), and Log Cabin, Inc., a Nevada corporation By: /s/ Xxxxxx X. Xxxxxxx-Xxxxx Name: Xxxxxx X. Xxxxxxx-Xxxxx Title: Trustee and President INTENTIONALLY LEFT BLANK

Escrow Holder. Any funds delivered to the Escrow Holder pursuant shall not be liable: (i) to this Agreement shall be held any of the parties for any act or omission to act, except for its own negligence or willful misconduct; (ii) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by said Escrow Holder or exchanged by the parties hereunder, whether or not Escrow Holder prepared such instrument; (iii) for any loss or impairment of funds that have been deposited in escrow and trust while those funds are in accordance with the terms course of this Agreement. The execution collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of this Agreement by a financial institution; (iv) for the Escrow Holder expiration of any time limit or other consequence of delay, unless such time limit is solely for purposes of evidencing the acknowledgment by said Escrow Holder of the receipt by it of the portion of the Deposit as specified expressly set forth in this Agreement and its agreement to hold and or release the Deposit in accordance with the terms of this Agreementa properly executed written instruction, and if the Deposit (of any other funds delivered to accepted by Escrow Holder, has instructed Escrow Holder hereunderto comply with said time limit; and (v) is for the default, error, action or omission of either party to the escrow. Escrow Holder, in its capacity as escrow holder, shall be entitled to rely on any document or paper received by it, believed by such Escrow Holder, in the form of a checkgood faith, it is subject to collectionbe bona fide and genuine. In the event of any dispute regarding as to the disposition of the Deposit or any action takenother monies held in escrow, or proposed to be takenof any documents held in escrow, by the Escrow Holder may, if such Escrow Holder so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in Riverside County, California, and pay into the registry of the court the Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Holder shall be relieved and released from any further liability with respect to the Deposit or any other documents and/or property held by the as Escrow Holder pursuant to this Agreement, the Escrow Holder, in its sole discretion, may cause the Deposit and/or such other property to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by the Escrow Holder, and the Seller and Buyer, jointly and severally, agree to pay directly, or reimburse the Escrow Holder for, any and all expenses so incurred by the Escrow Holder, including, but not limited to, any attorneys’ fees and costs incurred by the Escrow Holder in any such actionhereunder. If for any reason the Closing does not occur, or at any time prior to Closing pursuant to the terms of this Agreement, either party makes a written or oral demand upon Escrow Holder for payment of the Deposit, Escrow Holder shall give written notice to the other party of such demand. If Escrow Holder does not receive a written objection from the non demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, Escrow Holder is authorized, instructed and directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall continue to hold such amount until otherwise directed by written instructions from the Seller and Buyer or a final judgment of a court. Seller and Buyer recognize that the be liable for Escrow Holder’s duties hereunder are only as specifically provided herein compliance with any legal process, subpoena, writ, order, judgment and are purely ministerial in naturedecree of any court, whether issued with or without jurisdiction, and Seller and Buyer therefore agree that the Escrow Holder shallwhether or not subsequently vacated, so long as it acts in good faithmodified, have no liability to either party except for its willful misconduct set aside or gross negligence. Seller and Buyer do hereby indemnify the Escrow Holder against, and agree to hold, save, and defend the Escrow Holder harmless from, any costs, liabilities, and expenses incurred by the Escrow Holder in discharging its duties hereunder, except to the extent caused by Escrow Holder’s willful misconduct or gross negligencereversed.