Common use of Disposition of Contract Deposit Clause in Contracts

Disposition of Contract Deposit. Escrow Holder shall hold and dispose of the Deposit in accordance with the terms of this Agreement or in accordance with any instruction or instructions which shall be signed jointly by both Seller and Purchaser, or in accordance with separate instructions of like tenor signed by Seller and Purchaser. Seller and Purchaser hereby instruct and authorize Escrow Holder to invest the Deposit in any of the following: (i) United States Treasury obligations; (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller; or (iii) such other investments as may be reasonably acceptable to Seller and Purchaser. If Escrow Holder shall receive an instruction (hereinafter the “Instruction”) with respect to the Deposit, or any part thereof, from Seller but not from Purchaser, or from Purchaser but not from Seller (the party giving the Instruction being hereinafter referred to as the “Instructing Party” and the party which shall not have given the Instruction being hereinafter referred to as the “Non-Instructing Party”), Escrow Holder shall transmit a copy of the Instruction received from the Instructing Party to the Non-Instructing Party. Escrow Holder shall not act in accordance with the Instruction unless and until the Non-Instructing Party shall notify Escrow Holder in writing that Escrow Holder is to comply with the Instruction. If the Non-Instructing Party shall advise Escrow Holder not to comply with the Instruction, Escrow Holder shall not act in accordance with the Instruction, but may thereafter either (a) act solely in accordance with any of the following: (i) a new Instruction signed jointly by Seller and Purchaser; (ii) separate Instructions of like tenor from each of Seller and Purchaser; (iii) a certified copy of an arbitrator’s award issued under the rules of the American Arbitration Association as to which Escrow Holder shall have received an opinion of a law firm satisfactory to Escrow Holder in its sole and absolute discretion that such award is final beyond appeal; or (iv) a certified copy of a judgment of a court of competent jurisdiction as to which Escrow Holder shall have received an opinion of a law firm satisfactory to Escrow Holder in its sole and absolute discretion that such award is final beyond appeal; or (b) deposit the Deposit with a court selected by Escrow Holder and in such event all liability and responsibility of Escrow Holder shall terminate upon such deposit having been made. Notwithstanding anything herein to the contrary, Purchaser may unilaterally demand a return of the Deposit at any time on or before the later of (i) October 1, 2007 and (ii) five (5) Business Days after Seller has delivered to Purchaser a certified rent roll of each Property setting forth all of the Leases in place at the Property as of the end of the Study Period, upon delivery to Escrow Holder of an Instruction demanding a return of the Deposit. Upon receipt of any such Instruction, Escrow Holder shall promptly return the Deposit to Purchaser.

Disposition of Contract Deposit. Escrow Holder shall hold and dispose of the Deposit in accordance with the terms of this Agreement or in accordance with any instruction or instructions which shall be signed jointly by both Seller and PurchaserBuyer, or in accordance with separate instructions of like tenor signed by Seller and PurchaserBuyer. Seller and Purchaser Buyer hereby instruct and authorize Escrow Holder to invest the Deposit in any of the following: (i) United States Treasury obligations; (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller; or (iii) such other investments as may be reasonably acceptable to Seller and PurchaserBuyer. If Escrow Holder shall receive an instruction (hereinafter the “"Instruction”") with respect to the Deposit, or any part thereof, from Seller but not from PurchaserBuyer, or from Purchaser Buyer but not from Seller (the party giving the Instruction being hereinafter referred to as the “"Instructing Party” " and the party which shall not have given the Instruction being hereinafter referred to as the “"Non-Instructing Party”"), Escrow Holder shall transmit a copy of the Instruction received from the Instructing Party to the Non-Instructing Party. Escrow Holder shall not act in accordance with the Instruction unless and until the Non-Instructing Party shall notify Escrow Holder in writing that Escrow Holder is to comply with the Instruction. If the Non-Instructing Party shall advise Escrow Holder not to comply with the Instruction, Escrow Holder shall not act in accordance with the Instruction, but may thereafter either (a) act solely in accordance with any of the following: (i) a new Instruction signed jointly by Seller and PurchaserBuyer; (ii) separate Instructions of like tenor from each of Seller and PurchaserBuyer; (iii) a certified copy of an arbitrator’s 's award issued under the rules of the American Arbitration Association as to which Escrow Holder shall have received an opinion of a law firm satisfactory to Escrow Holder in its sole and absolute discretion that such award is final beyond appeal; or (iv) a certified copy of a judgment of a court of competent jurisdiction as to which Escrow Holder shall have received an opinion of a law firm satisfactory to Escrow Holder in its sole and absolute discretion that such award is final beyond appeal; or (b) deposit the Deposit with a court selected by Escrow Holder and in such event all liability and responsibility of Escrow Holder shall terminate upon such deposit having been made. Notwithstanding anything herein to the contrary, Purchaser may unilaterally demand a return of the Deposit at any time on or before the later of (i) October 1, 2007 and (ii) five (5) Business Days after Seller has delivered to Purchaser a certified rent roll of each Property setting forth all of the Leases in place at the Property as of the end of the Study Period, upon delivery to Escrow Holder of an Instruction demanding a return of the Deposit. Upon receipt of any such Instruction, Escrow Holder shall promptly return the Deposit to Purchaser.

Disposition of Contract Deposit. Escrow Holder shall hold and dispose of the Deposit in accordance with the terms of this Agreement or in accordance with any instruction or instructions which shall be signed jointly by both Seller and PurchaserBuyer, or in accordance with separate instructions of like tenor signed by Seller and PurchaserBuyer. Seller and Purchaser Buyer hereby instruct and authorize Escrow Holder to invest the Deposit in any of the following: (i) United States Treasury obligations; (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller; or (iii) such other investments as may be reasonably acceptable to Seller and PurchaserBuyer. If Escrow Holder shall will receive an instruction (hereinafter the “Instruction”"INSTRUCTION") with respect to the Deposit, or any part thereof, from Seller but not from PurchaserBuyer, or from Purchaser Buyer but not from Seller (the party giving the Instruction being hereinafter referred to as the “Instructing Party” "INSTRUCTING PARTY" and the party which shall will not have given the Instruction being hereinafter referred to as the “Non"NON-Instructing Party”INSTRUCTING PARTY"), Escrow Holder shall will transmit a copy of the Instruction received from the Instructing Party to the Non-Instructing Party. Escrow Holder shall will not act in accordance with the Instruction unless and until the Non-Instructing Party shall will notify Escrow Holder in writing that Escrow Holder is to comply with the Instruction. If the Non-Instructing Party shall will advise Escrow Holder not to comply with the Instruction, Escrow Holder shall will not act in accordance with the Instruction, but may thereafter either (a) act solely in accordance with any of the following: (i) a new Instruction signed jointly by Seller and PurchaserBuyer; (ii) separate Instructions of like tenor from each of Seller and PurchaserBuyer; (iii) a certified copy of an arbitrator’s 's award issued under the rules of the American Arbitration Association as to which Escrow Holder shall will have received an opinion of a law firm satisfactory to Escrow Holder in its sole and absolute discretion that such award is final beyond appeal; or (iv) a certified copy of a judgment of a court of competent jurisdiction as to which Escrow Holder shall will have received an opinion of a law firm satisfactory to Escrow Holder in its sole and absolute discretion that such award is final beyond appeal; or (b) deposit the Deposit with a court selected by Escrow Holder and in such event all liability and responsibility of Escrow Holder shall will terminate upon such deposit having been made. Notwithstanding anything herein to the contrary, Purchaser may unilaterally demand a return of the Deposit at any time on or before the later of (i) October 1, 2007 and (ii) five (5) Business Days after Seller has delivered to Purchaser a certified rent roll of each Property setting forth all of the Leases in place at the Property as of the end of the Study Period, upon delivery to Escrow Holder of an Instruction demanding a return of the Deposit. Upon receipt of any such Instruction, Escrow Holder shall promptly return the Deposit to Purchaser.