Defect Escrow Account. All amounts deposited into the Defect Escrow Account pursuant to the terms of this Article 3 or pursuant to Article 4 shall be held, invested and disbursed in accordance with the terms of this Article 3, Article 4 and the Escrow Agreement pending the curing or resolution of the applicable alleged Title Defects or alleged Environmental Defects applicable to such amounts. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, (i) although established pursuant to the Escrow Agreement, (A) the Defect Escrow Account (and all amounts deposited or held in the Defect Escrow Account pursuant to this Agreement) shall be independent of and separate from (B) the Deposit Escrow Account established for the Deposit (and all amounts deposited or held in the Deposit Escrow Account pursuant to this Agreement) and (ii) in no event shall any amounts (A) held in the Defect Escrow Account be utilized for any purpose other than as expressly set forth in this Article 3 or Article 4 and (B) held in the Deposit Escrow Account be used for (1) any purpose for which funds held in the Defect Escrow Account are to be used as set forth in this Article 3 or Article 4, or (2) any other purpose other than as expressly set forth in Section 2.4 and Section 10.9. The Parties shall treat for purposes of this Agreement, including Tax purposes, any amounts paid to Seller from the Defect Escrow Account pursuant to Section 3.1(f), Section 3.1(i), or Section 4.5 as an adjustment to the Purchase Price.
Defect Escrow Account. The Defect Deposit (if any) deposited into the Defect Escrow Account pursuant to the terms of this Article 3 or pursuant to Article 4 shall be held, invested and disbursed in accordance with the terms of this Article 3, Article 4 and the Escrow Agreement pending the curing or resolution of the applicable alleged Title Defects or alleged Environmental Defects applicable to such amounts. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, (i) although established pursuant to the Escrow Agreement, (A) the Defect Escrow Account (and the Defect Deposit deposited or held in the Defect Escrow Account pursuant to this Agreement) shall be independent of and separate from (B) the Performance Deposit and (ii) in no event shall any amounts (A) held in the Defect Escrow Account be utilized for any purpose other than as expressly set forth in this Article 3 or Article 4.
