Common use of Application of Escrow Fund Clause in Contracts

Application of Escrow Fund. Escrow Agent shall hold the Escrow Fund as provided above and (a) if the sale of the Property is closed by the date fixed therefor (or any extension date provided for by mutual written consent of the parties hereto, given or withheld in their respective sole discretion), Escrow Agent shall return the Quitclaim Deed to Purchaser and deliver the Escrow Fund to Seller in immediately available funds by wire transfer in accordance with the instructions of Seller on the Closing Date as set forth in the Purchase Contract, (b) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of satisfaction of a condition precedent to Purchaser's obligations, the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to Seller, (c) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Seller, Purchaser shall give Notice to the Escrow Agent and Seller and in such Notice shall state whether it elects as its remedy return of the Escrow Fund or specific performance of the Purchase Contract; if Purchaser elects return of the Escrow Fund, Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to Seller, (d) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Purchaser, Escrow Agent shall forthwith deliver to Seller the Quitclaim Deed and the Escrow Fund in immediately available funds by wire transfer in accordance with the instructions of Seller, and (e) if Purchaser shall have canceled the Purchase Contract on or before the expiration of the Feasibility Period (as defined in the Purchase Contract), the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to Seller. If on or prior to the termination of the Escrow Agreement, a party claims to be entitled to payment of the Escrow Fund under the provisions referred to, such party shall give Notice to the Escrow Agent and the other party of the claim in writing, describing in such Notice the nature of the claim, and the provisions of the Purchase Contract on which the claim is based. Unless the other party sends the Escrow Agent a written objection to the claim, with a copy concurrently to the claiming party, within Ten (10) days after delivery of the Notice of claim, the claim shall be conclusively presumed to have been approved. In such case, or in the event of mutual written consent of the parties hereto, given or withheld in their respective sole discretion, Escrow Agent shall, within Two (2) business days thereafter, pay the claim as demanded. Notwithstanding the foregoing, Escrow Agent shall deliver the Escrow Fund to Seller forthwith upon Closing in accordance with the terms of subpart (a) of the immediately preceding paragraph. When all monies held by Escrow Agent have been finally distributed in accordance herewith, this Escrow Agreement shall terminate.

Application of Escrow Fund. Escrow Agent shall hold the Escrow Fund as provided above and (a) if the sale of the Property is closed by the date fixed therefor therefore (or any extension date provided for by mutual written consent of the parties hereto, given or withheld in their respective sole discretion), Escrow Agent shall return the Quitclaim Deed to Purchaser and deliver the Escrow Fund to Seller in immediately available funds by wire transfer in accordance with the instructions of Seller on the Closing Date as set forth in the Purchase Contract, (b) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of satisfaction of a condition precedent to Purchaser's obligations, the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to SellerPurchaser, (c) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Seller, Purchaser shall give Notice to the Escrow Agent and Seller and in such Notice shall state whether it elects as its remedy return of the Escrow Fund or specific performance of the Purchase Contract; , if Purchaser elects return of the Escrow Fund, Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to SellerPurchaser, (d) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Purchaser, Escrow Agent shall forthwith deliver to Seller the Quitclaim Deed and the Escrow Fund in immediately available funds by wire transfer in accordance with the instructions of Seller, and (e) if Purchaser shall have canceled the Purchase Contract on or before the expiration of the Feasibility Period (as defined in the Purchase Contract)) or in accordance with any other provision of the Purchase Contract, the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to SellerPurchaser. If on or prior to the termination of the Escrow Agreement, a party claims to be entitled to payment of the Escrow Fund under the provisions referred toto in the preceding paragraph, such party shall give Notice to the Escrow Agent and the other party of the claim in writing, describing in such Notice the nature of the claim, and the provisions of the Purchase Contract on which the claim is based. Unless the other party sends the Escrow Agent a written objection to the claim, with a copy concurrently to the claiming party, within Ten five (105) days after delivery of the Notice of claim, the claim shall be conclusively presumed to have been approved. In such case, or in the event of mutual written consent of the parties hereto, given or withheld in their respective sole discretion, Escrow Agent shall, within Two (2) business days thereafter, pay the claim as demanded. Notwithstanding the foregoing, Escrow Agent shall deliver the Escrow Fund to Seller forthwith upon Closing in accordance with the terms of subpart (a) of the immediately preceding paragraph. When all monies held by Escrow Agent have been finally distributed in accordance herewith, this Escrow Agreement shall terminate.

Application of Escrow Fund. Escrow Agent shall hold the Escrow Fund as provided above and (a) if the sale of the Property is closed by the date fixed therefor (or any extension date provided for by mutual written consent of the parties hereto, given or withheld in their respective sole discretion), Escrow Agent shall return the Quitclaim Deed to Purchaser and deliver the Escrow Fund to Seller the closing attorney in immediately available funds by wire transfer in accordance with the instructions of Seller on the Closing Date as set forth in the Purchase Contract, (b) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of satisfaction of a condition precedent to Purchaser's obligations, the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to SellerPurchaser, (c) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Seller, Purchaser shall give Notice to the Escrow Agent and Seller and in such Notice shall state whether it elects as its remedy return of the Escrow Fund or specific performance of the Purchase Contract; if Purchaser elects return of the Escrow Fund, Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to SellerPurchaser, (d) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Purchaser, Escrow Agent shall forthwith deliver to Seller the Quitclaim Deed and the Escrow Fund in immediately available funds by wire transfer in accordance with the instructions of Seller, and (e) if Purchaser shall have canceled the Purchase Contract on or before the expiration of the Feasibility Period (as defined in the Purchase Contract), the Escrow Agent shall return and refund the Escrow Fund to Purchaser Purchaser. Escrow Agent shall deliver to Seller a closing protection letter in form and shall forthwith deliver the Quitclaim Deed substance reasonably satisfactory to Seller. If on or prior to the termination of the Escrow Agreement, a party claims to be entitled to payment of the Escrow Fund under the provisions referred to, such party shall give Notice to the Escrow Agent and the other party of the claim in writing, describing in such Notice the nature of the claim, and the provisions of the Purchase Contract on which the claim is based. Unless the other party sends the Escrow Agent a written objection to the claim, with a copy concurrently to the claiming party, within Ten (10) days after delivery of the Notice of claim, the claim shall be conclusively presumed to have been approved. In such case, or in the event of mutual written consent of the parties hereto, given or withheld in their respective sole discretion, Escrow Agent shall, within Two (2) business days thereafter, pay the claim as demanded. Notwithstanding the foregoing, Escrow Agent shall deliver the Escrow Fund to Seller forthwith upon Closing in accordance with the terms of subpart (a) of the immediately preceding paragraph. When all monies held by Escrow Agent have been finally distributed in accordance herewith, this Escrow Agreement shall terminate.

Application of Escrow Fund. Escrow Agent shall hold (a) Subject to the provisions of this Agreement, the Escrow Fund as provided above and (a) if the sale of the Property is closed shall be held by the date fixed therefor Escrow Trustee in trust for and irrevocably committed, and shall be used solely, to pay when due the Accruing Debt Charges. (or any extension date provided for by mutual written consent of the parties hereto, given or withheld b) Money in their respective sole discretion), Escrow Agent shall return the Quitclaim Deed to Purchaser and deliver the Escrow Fund shall be, and the Escrow Trustee agrees that money will be, used solely for the purposes as described in this Agreement, and the deposit of the money in the Escrow Fund shall be irrevocable. The Escrow Trustee further agrees that it will not surrender or otherwise attempt to Seller in immediately available funds by wire transfer redeem or otherwise negotiate the Escrow Securities except as they shall come due at maturity or redemption as shown on EXHIBIT B or when they become due following reinvestment pursuant to Section 4 or upon substitution of Escrow Securities in accordance with the instructions of Seller on the Closing Date as set forth in the Purchase Contract, (b) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of satisfaction of a condition precedent to Purchaser's obligations, the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to Seller, Section 5. (c) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Seller, Purchaser shall give Notice Subject to the Escrow Agent and Seller and in such Notice shall state whether it elects as its remedy return above requirements for the use of the Escrow Fund or specific performance and of the Purchase Contract; if Purchaser elects return of Escrow Fund Deposits, and except as otherwise provided in this Agreement, the City and the Escrow Trustee covenant and agree that the Escrow Trustee shall have and exercise full and complete control and authority, and the City will not have or exercise any control or authority, over and with respect to the Escrow Fund and the Escrow Fund Deposits. (d) On or before the day when Accruing Debt Charges are due and payable, the Escrow Trustee shall transmit to the Paying Agent, from monies then on deposit in the Escrow Fund, amounts sufficient for the Paying Agent to make payment of the Accruing Debt Charges then due and payable. (e) The Escrow Agent shall return and refund Trustee agrees that it will, promptly following the payment (or reserving money in the Escrow Fund for the payment) when due of all Accruing Debt Charges as provided for in this Agreement, pay to Purchaser and shall forthwith deliver the Quitclaim Deed City for credit to Seller, (d) if the sale of the Property is not closed by the date fixed therefor (or Bond Retirement Fund any such extension date) owing to failure of performance by Purchaser, Escrow Agent shall forthwith deliver to Seller the Quitclaim Deed and money then remaining in the Escrow Fund (except any money that is required to be reserved in immediately available funds the Escrow Fund for that payment). (f) Any money that remains unclaimed in the Escrow Fund by wire transfer any holder of a Refunded Bond, not presented for payment within a period of four years from the date that amount has become due or payable (whether at maturity or upon call for redemption), shall be free of any trust or lien under this Agreement in accordance with the instructions favor of Sellerthat holder, and shall be paid by the Escrow Trustee to the City. (eg) if Purchaser shall have canceled At least twice each year so long as the Purchase Contract on or before the expiration of the Feasibility Period (as defined in the Purchase Contract)Escrow Fund is maintained, the Escrow Agent Trustee shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to Seller. If on or prior send by first-class mail to the termination of the Escrow Agreement, Fiscal Officer a party claims to be entitled to payment of the Escrow Fund under the provisions referred to, such party shall give Notice statement with respect to the Escrow Agent Fund, stating in detail the income, investments, sales, redemptions and the other party withdrawals of the claim in writing, describing in such Notice the nature of the claim, and the provisions of the Purchase Contract on which the claim is based. Unless the other party sends the Escrow Agent a written objection moneys relating to the claim, with a copy concurrently to the claiming party, within Ten (10) days after delivery of the Notice of claim, the claim shall be conclusively presumed to have been approved. In such case, or in the event of mutual written consent of the parties hereto, given or withheld in their respective sole discretion, Escrow Agent shall, within Two (2) business days thereafter, pay the claim as demanded. Notwithstanding the foregoing, Escrow Agent shall deliver the Escrow Fund to Seller forthwith upon Closing in accordance with the terms of subpart (a) of it for the immediately preceding paragraph. When all monies held by Escrow Agent have been finally distributed in accordance herewith, this Escrow Agreement shall terminatesix-month period.

Application of Escrow Fund. Escrow Agent shall hold the Escrow Fund as provided above and (a) if the sale of the Property is closed by the date fixed therefor (or any extension date provided for by mutual written consent of the parties hereto, given or withheld in their respective sole discretion), Escrow Agent shall return the Quitclaim Deed to Purchaser and deliver the Escrow Fund to Seller in immediately available funds by wire transfer in accordance with the instructions of Seller on the Closing Date as set forth in the Purchase Contract, (b) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of satisfaction of a condition precedent to Purchaser's obligations, the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to SellerPurchaser, (c) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Seller, Purchaser shall give Notice to the Escrow Agent and Seller and in such Notice shall state whether it elects as its remedy return of the Escrow Fund or specific performance of the Purchase Contract; , if Purchaser elects return of the Escrow Fund, Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to SellerPurchaser, (d) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Purchaser, Escrow Agent shall forthwith deliver to Seller the Quitclaim Deed and the Escrow Fund in immediately available funds by wire transfer in accordance with the instructions of Seller, and (e) if Purchaser shall have canceled the Purchase Contract on or before the expiration of the Feasibility Period (as defined in the Purchase Contract), the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to SellerPurchaser. If on or prior to the termination of the Escrow Agreement, a party claims to be entitled to payment of the Escrow Fund under the provisions referred to, such party shall give Notice to the Escrow Agent and the other party of the claim in writing, describing in such Notice the nature of the claim, and the provisions of the Purchase Contract on which the claim is based. Unless the other party sends the Escrow Agent a written objection to the claim, with a copy concurrently to the claiming party, within Ten (10) days after delivery of the Notice of claim, the claim shall be conclusively presumed to have been approved. In such case, or in the event of mutual written consent of the parties hereto, given or withheld in their respective sole discretion, Escrow Agent shall, within Two (2) business days thereafter, pay the claim as demanded. Notwithstanding the foregoing, Escrow Agent shall deliver the Escrow Fund to Seller forthwith upon Closing in accordance with the terms of subpart (a) of the immediately preceding paragraph. When all monies held by Escrow Agent have been finally distributed in accordance herewith, this Escrow Agreement shall terminate.

Application of Escrow Fund. (a) Subject to the provisions of this Agreement, each Escrow Agent Fund shall hold be held by the Escrow Trustee in trust for and irrevocably committed to pay, and shall be used solely, to pay when due the corresponding Accruing Debt Charges. (b) Money in the Escrow Fund shall be, and the Escrow Trustee agrees that money will be, used solely for the purposes as provided above described in this Agreement, and (a) if the sale deposit of the Property is closed by the date fixed therefor (or any extension date provided for by mutual written consent of the parties hereto, given or withheld money in their respective sole discretion), Escrow Agent shall return the Quitclaim Deed to Purchaser and deliver the Escrow Fund shall be irrevocable. The Escrow Trustee further agrees that it will not surrender or otherwise attempt to Seller in immediately available funds by wire transfer redeem or otherwise negotiate the Escrow Securities except as they shall come due at maturity or redemption as shown on Exhibit B or when they become due following reinvestment pursuant to Section 4 or upon substitution of Escrow Securities in accordance with the instructions of Seller on the Closing Date as set forth in the Purchase Contract, (b) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of satisfaction of a condition precedent to Purchaser's obligations, the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to Seller, Section 5. (c) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Seller, Purchaser shall give Notice Subject to the Escrow Agent and Seller and in such Notice shall state whether it elects as its remedy return above requirements for the use of the Escrow Fund or specific performance and of the Purchase Contract; if Purchaser elects return of Escrow Fund Deposits, and except as otherwise provided in this Agreement, the Issuer and the Escrow Trustee covenant and agree that the Escrow Trustee shall have and exercise full and complete control and authority, and the Issuer will not have or exercise any control or authority, over and with respect to the Escrow Fund and the Escrow Fund Deposits. (d) On or before the day when Accruing Debt Charges are due and payable, the Escrow Trustee shall transmit to the Paying Agent, from monies then on deposit in the Escrow Fund, amounts sufficient for the Paying Agent to make payment of the Accruing Debt Charges then due and payable. (e) The Escrow Agent shall return and refund Trustee agrees that it will, promptly following the payment (or reserving money in the Escrow Fund for the payment) when due of all Accruing Debt Charges as provided for in this Agreement, pay to Purchaser and shall forthwith deliver the Quitclaim Deed Issuer for credit to Seller, (d) if the sale of the Property is not closed by the date fixed therefor (or Bond Retirement Fund any such extension date) owing to failure of performance by Purchaser, Escrow Agent shall forthwith deliver to Seller the Quitclaim Deed and money then remaining in the Escrow Fund (except any money that is required to be reserved in immediately available funds the Escrow Fund for that payment). (f) Any money that remains unclaimed in the Escrow Fund by wire transfer any holder of a Refunded Bond, not presented for payment within a period of four years from the date that amount has become due or payable (whether at maturity or upon call for redemption), shall be free of any trust or lien under this Agreement in accordance with the instructions favor of Sellerthat holder, and shall be paid by the Escrow Trustee to the Issuer. (eg) if Purchaser shall have canceled At least twice each year so long as the Purchase Contract on or before the expiration of the Feasibility Period (as defined in the Purchase Contract)Escrow Fund is maintained, the Escrow Agent Trustee shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to Seller. If on or prior send by first-class mail to the termination of the Escrow Agreement, Fiscal Officer a party claims to be entitled to payment of the Escrow Fund under the provisions referred to, such party shall give Notice statement with respect to the Escrow Agent Fund, stating in detail the income, investments, sales, redemptions and the other party withdrawals of the claim in writing, describing in such Notice the nature of the claim, and the provisions of the Purchase Contract on which the claim is based. Unless the other party sends the Escrow Agent a written objection moneys relating to the claim, with a copy concurrently to the claiming party, within Ten (10) days after delivery of the Notice of claim, the claim shall be conclusively presumed to have been approved. In such case, or in the event of mutual written consent of the parties hereto, given or withheld in their respective sole discretion, Escrow Agent shall, within Two (2) business days thereafter, pay the claim as demanded. Notwithstanding the foregoing, Escrow Agent shall deliver the Escrow Fund to Seller forthwith upon Closing in accordance with the terms of subpart (a) of it for the immediately preceding paragraph. When all monies held by Escrow Agent have been finally distributed in accordance herewith, this Escrow Agreement shall terminatesix-month period.

Application of Escrow Fund. Escrow Agent shall hold the Escrow Fund as provided above and (a) if the sale of the Property is closed by the date fixed therefor in the Purchase Contract (or any extension date provided for by mutual written consent of the parties hereto, given or withheld in their respective sole discretion), Escrow Agent shall return the Quitclaim Deed to Purchaser and deliver the Escrow Fund to Seller in immediately available funds by wire transfer in accordance with the instructions of Seller on the Closing Date (as set forth defined in the Purchase Contract), (b) if the sale of the Property is not closed by the date fixed therefor in the Purchase Contract (or any such extension date) owing due to failure of satisfaction of a condition precedent to Purchaser's obligations, the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver in immediately available funds by wire transfer to Purchaser in accordance with the Quitclaim Deed to Sellerinstructions of Purchaser, (c) if the sale of the Property is not closed by the date fixed therefor in the Purchase Contract (or any such extension date) owing to failure of performance by Seller, Purchaser shall give Notice to the Escrow Agent and Seller and in such Notice shall state whether it elects as its remedy return of the Escrow Fund or specific performance of the Purchase Contract; if Purchaser elects return of the Escrow Fund, Escrow Agent shall return and refund the Escrow Fund in immediately available funds by wire transfer to Purchaser and shall forthwith deliver in accordance with the Quitclaim Deed to Sellerinstructions of Purchaser, (d) if the sale of the Property is not closed by the date fixed therefor in the Purchase Contract (or any such extension date) owing to failure of performance by Purchaser, Escrow Agent shall forthwith deliver to Seller the Quitclaim Deed and the Escrow Fund in immediately available funds by wire transfer to Seller in accordance with the instructions of Seller, and (e) if Purchaser shall have canceled the Purchase Contract on or before the expiration of the Feasibility Period (as defined in the Purchase Contract), the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver in immediately available funds by wire transfer to Purchaser in accordance with the Quitclaim Deed to Sellerinstructions of Purchaser. If on or prior to the termination of the Escrow Agreement, a party claims to be entitled to payment of the Escrow Fund under the provisions referred to, such party shall give Notice to the Escrow Agent and the other party of the claim in writing, describing in such Notice the nature of the claim, and the provisions of the Purchase Contract on which the claim is based. Unless the other party sends the Escrow Agent a written objection to the claim, with a copy concurrently to the claiming party, within Ten ten (10) days after delivery of the Notice of claim, the claim shall be conclusively presumed to have been approved. In such case, or in the event of mutual written consent of the parties hereto, given or withheld in their respective sole discretion, Escrow Agent shall, within Two two (2) business days thereafter, pay the claim as demanded. Notwithstanding the foregoing, Escrow Agent shall deliver the Escrow Fund to Seller forthwith upon Closing in accordance with the terms of subpart (a) of the immediately preceding paragraph. When all monies held by Escrow Agent have been finally distributed in accordance herewith, this Escrow Agreement shall terminateterminate automatically.

Application of Escrow Fund. Escrow Agent shall hold (a) Subject to the provisions of this Agreement, the Escrow Fund as provided above and (a) if the sale of the Property is closed shall be held by the date fixed therefor Escrow Trustee in trust for and irrevocably committed to pay, and shall be used solely to pay when due the Accruing Debt Charges. (or any extension date provided for by mutual written consent of the parties hereto, given or withheld b) Money in their respective sole discretion), Escrow Agent shall return the Quitclaim Deed to Purchaser and deliver the Escrow Fund shall be, and the Escrow Trustee agrees that money will be, used solely for the purposes as described in this Agreement, and the deposit of the money in the Escrow Fund shall be irrevocable. The Escrow Trustee further agrees that it will not surrender or otherwise attempt to Seller in immediately available funds by wire transfer redeem or otherwise negotiate the Escrow Securities except as they shall come due at maturity or redemption as shown on EXHIBIT B or when they become due following reinvestment pursuant to Section 4 or upon substitution of Escrow Securities in accordance with the instructions of Seller on the Closing Date as set forth in the Purchase Contract, (b) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of satisfaction of a condition precedent to Purchaser's obligations, the Escrow Agent shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to Seller, Section 5. (c) if the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Seller, Purchaser shall give Notice Subject to the Escrow Agent and Seller and in such Notice shall state whether it elects as its remedy return above requirements for the use of the Escrow Fund or specific performance and of the Purchase Contract; if Purchaser elects return of Escrow Fund Deposits, and except as otherwise provided in this Agreement, the City and the Escrow Trustee covenant and agree that the Escrow Trustee shall have and exercise full and complete control and authority, and the City will not have or exercise any control or authority, over and with respect to the Escrow Fund and the Escrow Fund Deposits. (d) On or before the day when Accruing Debt Charges are due and payable, the Escrow Trustee shall transmit to the Paying Agent for the Series 2005 Refunded Bonds, from monies then on deposit in the Escrow Fund, amounts sufficient for the Paying Agent to make payment of the Accruing Debt Charges then due and payable. (e) The Escrow Agent shall return and refund Trustee agrees that it will, promptly following the payment (or reserving money in the Escrow Fund for the payment) when due of all Accruing Debt Charges as provided for in this Agreement, pay to Purchaser and shall forthwith deliver the Quitclaim Deed City for credit to Seller, (d) if the sale of the Property is not closed by the date fixed therefor (or Bond Reserve Fund any such extension date) owing to failure of performance by Purchaser, Escrow Agent shall forthwith deliver to Seller the Quitclaim Deed and money then remaining in the Escrow Fund (except any money that is required to be reserved in immediately available funds the Escrow Fund for that payment). (f) Any money that remains unclaimed in the Escrow Fund by wire transfer any holder of a Series 2005 Refunded Bond, not presented for payment within a period of four years from the date that amount has become due or payable (whether at maturity or upon call for redemption), shall be free of any trust or lien under this Agreement in accordance with the instructions favor of Sellerthat holder, and shall be paid by the Escrow Trustee to the City. (eg) if Purchaser shall have canceled At least twice each year so long as the Purchase Contract on or before the expiration of the Feasibility Period (as defined in the Purchase Contract)Escrow Fund is maintained, the Escrow Agent Trustee shall return and refund the Escrow Fund to Purchaser and shall forthwith deliver the Quitclaim Deed to Seller. If on or prior send by first-class mail to the termination of the Escrow Agreement, Fiscal Officer a party claims to be entitled to payment of the Escrow Fund under the provisions referred to, such party shall give Notice statement with respect to the Escrow Agent Fund, stating in detail the income, investments, sales, redemptions and the other party withdrawals of the claim in writing, describing in such Notice the nature of the claim, and the provisions of the Purchase Contract on which the claim is based. Unless the other party sends the Escrow Agent a written objection moneys relating to the claim, with a copy concurrently to the claiming party, within Ten (10) days after delivery of the Notice of claim, the claim shall be conclusively presumed to have been approved. In such case, or in the event of mutual written consent of the parties hereto, given or withheld in their respective sole discretion, Escrow Agent shall, within Two (2) business days thereafter, pay the claim as demanded. Notwithstanding the foregoing, Escrow Agent shall deliver the Escrow Fund to Seller forthwith upon Closing in accordance with the terms of subpart (a) of it for the immediately preceding paragraph. When all monies held by Escrow Agent have been finally distributed in accordance herewith, this Escrow Agreement shall terminatesix month period.