Common use of Disposition of Xxxxxxx Money Clause in Contracts

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day period. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, (i) if Purchaser elects to terminate this Agreement prior to the expiration of the Environmental Inspection Period because of an Unknown Violation of Environmental Law as described in Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money, including the Non-Refundable Xxxxxxx Money, to Purchaser one (1) business day following receipt of the Environmental Termination Notice from Purchaser (as long as the current investment can be liquidated and disbursed in one (1) business day); and (ii) if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.4 for any reason other than an Unknown Violation of Environmental Law, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) Non-Refundable Xxxxxxx Money to Purchaser one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one (1) business day). No notice to Escrow Agent from Seller shall be required for the release of the applicable Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the applicable Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the applicable Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period terminates pursuant to Section 4.44.3.1 or 4.3.2, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day (1) Business Day following receipt the end of the Due Diligence Termination Notice from Purchaser. So Inspection Period (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one (1) Business Day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement terminates pursuant to Section 4.44.3.1 or 4.3.2. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.3.1, 4.3.2 or Article 10, Seller and Purchaser hereby direct Escrow Agent is authorized to deliver immediately add the Xxxxxxx Money to the party hereto entitled to same held by Escrow Agent pursuant to the terms hereof on of this Agreement to the xxxxxxx money held by Escrow Agent pursuant to the Portfolio Purchase and Sale Agreement and thereafter the Xxxxxxx Money shall be held by Escrow Agent pursuant to the terms of the Portfolio Purchase and Sale Agreement. In the event of a termination of this Agreement by either Seller or before Purchaser pursuant to Article 10, the fifth business day following receipt by party (the “Demanding Party”) seeking to terminate this Agreement pursuant to Article 10 shall give written notice of such election to Escrow Agent and the nonother party (the “Non-terminating party Demanding Party”) to this Agreement. Upon receipt of written such notice of such termination from the terminating partypursuant to Article 10, unless the other party hereto notifies Escrow Agent that it disputes shall give notice to the right Non-Demanding Party of Escrow Agent’s receipt of such notice, enclosing a copy of the other party to receive the Xxxxxxx Money notice in question. If within such five (5) business day periodBusiness Days after the Non-Demanding Party is given or deemed to have been given notice of Escrow Agent’s receipt of the notice in question, Escrow Agent has not received from the Non-Demanding Party its notice of objection to the notice, then Escrow Agent shall disburse the Xxxxxxx Money as requested by the notice in question, on the sixth (6th) Business Day following its giving of such notice to the Non-Demanding Party. If within said five (5) Business Day period Escrow Agent receives from the Non-Demanding Party notice of objection, then Escrow Agent shall notify the Demanding Party of the objection, and continue to hold the Xxxxxxx Money until Escrow Agent is in receipt of a joint order direction or a court order instructing Escrow Agent to disburse the Xxxxxxx Money. In such eventevent of objection, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in a New York state court or federal court located in the county in which the Xxxxxxx Money has been depositedState, City and County of New York. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period terminates pursuant to Section 4.4Sections 4.3.1 or 4.3.2, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day (1) Business Day following receipt the end of the Due Diligence Termination Notice from Purchaser. So Inspection Period (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one (1) Business Day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement terminates pursuant to Section 4.44.3.1 or 4.3.2. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.3.1 or 4.3.2, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled (the “Demanding Party”) seeking to same pursuant terminate this Agreement shall give written notice of such election to the terms hereof on or before the fifth business day following receipt by Escrow Agent and the nonother party (the “Non-terminating party Demanding Party”) to this Agreement. Upon receipt of written any such notice of such termination from the terminating partytermination, unless the other party hereto notifies Escrow Agent that it disputes shall give notice to the right Non-Demanding Party of Escrow Agent’s receipt of such notice, enclosing a copy of the other party to receive the Xxxxxxx Money notice in question. If within such five (5) business day periodBusiness Days after the Non-Demanding Party is given or deemed to have been given notice of Escrow Agent’s receipt of the notice in question, Escrow Agent has not received from the Non-Demanding Party its notice of objection to the notice, then Escrow Agent shall disburse the Xxxxxxx Money as requested by the notice in question, on the sixth (6th) Business Day following its giving of such notice to the Non-Demanding Party. If within said five (5) Business Day period Escrow Agent receives from the Non-Demanding Party notice of objection, then Escrow Agent shall notify the Demanding Party of the objection, and continue to hold the Xxxxxxx Money until Escrow Agent is in receipt of a joint order direction or a court order instructing Escrow Agent to disburse the Xxxxxxx Money. In such eventevent of objection, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in a New York state court or federal court located in the county in which the Xxxxxxx Money has been depositedState, City and County of New York. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement (i) prior to the expiration of the Inspection Period pursuant to Section 4.4, or (ii) pursuant to Section 5.3 by delivery of a Title Termination Notice, then Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice or Title Termination Notice, as applicable, from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller Sellers, or other consent of Sellers, shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.4 or Section 5.3. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller Sellers or Purchaser for any reason other than pursuant to Section 4.44.4 or Section 5.3, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may shall interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All reasonable attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject The Xxxxxxx Money (to the terms of the Portfolio Tie-In Agreementextent deposited by Buyer as provided hereinabove), the Xxxxxxx Money including any accrued interest thereon, shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser If Buyer elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4Sections 4.3 or 5.3, then within one (1) business day after Escrow Agent’s and Sellers’ receipt of Buyer’s Due Diligence Termination Notice, Escrow Agent shall pay deliver the entire Non-Refundable Xxxxxxx Money (less to Sellers and the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no notice to Escrow Agent from Seller shall be required for the release balance of the Xxxxxxx Money shall be returned to Purchaser by Escrow Agent if Purchaser terminates Buyer. If this Agreement is terminated by either Sellers or Buyer pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination any provisions of this Agreement by either Seller or Purchaser for any reason (other than by Buyer pursuant to Section 4.4Sections 4.3 or 5.3), then Escrow Agent is authorized to shall deliver the Xxxxxxx Money then held by Escrow Agent to the party hereto entitled to the same pursuant to the terms hereof such other provisions on or before the fifth (5th) business day following after receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In the event of any such eventdispute, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been depositedReal Property is located. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4permissible under this Agreement, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money, in which event Escrow Agent shall not release the Xxxxxxx Money within until and only in compliance with (i) joint instructions from Purchaser and Seller directing such five release or (5ii) business day perioda court order directing such release. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees shall be entitled to transfer rely upon the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement. Escrow Agent is not responsible for the nature, content, validity or enforceability of any of the Closing deliveries except for those documents prepared by Escrow Agent. In the event of any disagreement between the parties hereto resulting in conflicting instructions to, or adverse claims or demands upon Escrow Agent with respect to the release of the Xxxxxxx Money or the Closing deliveries, Escrow Agent shall refuse to comply with any such - 7 - instruction, claim or demand so long as such disagreement shall continue and in accordance so refusing Escrow Agent shall not release the Xxxxxxx Money or the Closing deliveries. Escrow Agent shall not be, or become, liable in any way for its failure or refusal to comply with any such conflicting instructions or adverse claims or demands and it shall be entitled to continue to refrain from acting until such conflicting instructions or adverse claims or demands (a) shall have been adjusted by agreement and it shall have been notified in writing thereof by the written instructions delivered parties hereto, or (b) shall have finally been determined in a court of competent jurisdiction. In the alternative, Escrow Agent may, but shall not be obligated to, file a suit in interpleader for a declaratory judgment for the purpose of having the respective rights of the claimants adjudicated and may deliver to the court the Xxxxxxx Money. Escrow Agent shall not be responsible for (i) any fluctuations in the interest rate applicable to any cash held by it pursuant to or by virtue of this Agreement, or (ii) the Portfolio Tie-In Agreementvalidity, sufficiency, collectability, or legal effect or any instrument deposited with Escrow Agent. The parties hereto do hereby certify that they are aware that the Federal Deposit Insurance Corporation ("FDIC") coverages apply only to a cumulative maximum amount of $100,000 for each individual deposit for all of depositor's accounts at the same or related institutions. The parties hereto further understand that certain banking instruments such as, but not limited to, repurchase agreements and letters of credit are not covered at all by FDIC insurance. Further, the parties hereto understand that Escrow Agent assumes no responsibility for, nor will the parties hereto hold Escrow Agent liable for, any loss occurring which arises from the fact that the amount of the Xxxxxxx Money may cause the aggregate amount of any individual depositor's accounts to exceed $100,000 and that the excess amount is not insured by the FDIC or that FDIC insurance is not available on certain types of bank instruments.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if If Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Initial Xxxxxxx Money (less and the Independent Consideration) Additional Deposit, if any, to Purchaser one business day following receipt of or Seller, as the Due Diligence Termination Notice from Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreementcase may be, no notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.43.1 hereof. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled (the “Demanding Party”) seeking to same pursuant terminate this Agreement shall give written notice of such election to the terms hereof on or before the fifth business day following receipt by Escrow Agent and the nonother party (the “Non-terminating party Demanding Party”) to this Agreement. Upon receipt of written any such notice of such termination from the terminating partytermination, unless the other party hereto notifies Escrow Agent that it disputes shall give notice to the right Non-Demanding Party of Escrow Agent’s receipt of such notice, enclosing a copy of the other party to receive the Xxxxxxx Money notice in question. If within such five (5) business day periodBusiness Days after the Non-Demanding Party is given or deemed to have been given notice of Escrow Agent’s receipt of the notice in question, Escrow Agent has not received from the Non-Demanding Party its notice of objection to the notice, then Escrow Agent is to disburse the Xxxxxxx Money as requested by the notice in question, on the sixth (6th) Business Day following its giving of such notice to the Non-Demanding Party. If within said five (5) Business Day period Escrow Agent receives from the non-demanding party notice of objection, then Escrow Agent is directed to notify the Demanding Party of the objection, and continue to hold the Xxxxxxx Money until Escrow Agent is in receipt of a joint order direction or a court order instructing Escrow Agent to disburse the Xxxxxxx Money. In such eventevent of objection, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been depositedReal Property is located. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.3, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day Business Day following Escrow Agent’s receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one Business Day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.3. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.3, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth business day tenth Business Day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.5, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.5. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.5, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.5, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to ----------- Purchaser one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.5. Subject to the terms of the Portfolio Tie-In Agreement, in ----------- the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.5, Escrow Agent is authorized to ----------- deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In AgreementAgreement of Purchase and Sale -- (1111 Durham Ave., S. Plainfield, NJ) - Page 6 -----------------------------------------------------------------------

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser is entitled to and elects to terminate this Agreement prior to in accordance with the expiration express terms of Section 5.2, Section 7.2, Section 7.3.8, Section 10.2 or Section 12.20 hereof (the Inspection Period pursuant to Section 4.4“Permitted Purchaser Termination Provisions”), Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day on the third Business Day following Escrow Agent’s and Seller’s receipt of the Due Diligence Termination Notice notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements current investment can be liquidated and disbursed in one Business Day) and neither party shall have any further liability, rights or obligations, other than those that by these terms survive the termination of the Portfolio Tie-this Agreement. In Agreement, no notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than by Purchaser pursuant to Section 4.4the Permitted Purchaser Termination Provisions, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same Seller pursuant to the terms hereof on or before the fifth business day third Business Day following receipt by Escrow Agent and the non-terminating party Purchaser of written notice of such termination from Seller. With respect to either such termination, if the terminating party, unless party to whom the other party hereto Xxxxxxx Money is NOT being returned notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within prior to the third Business Day after receipt of such five (5) business day periodnotice, Escrow Agent shall not disburse the Xxxxxxx Money until such dispute is resolved in accordance with the terms of this Agreement. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer Interest earned on the Xxxxxxx Money shall in accordance with all events be distributed in the written instructions delivered pursuant to same manner as the Portfolio Tie-In AgreementXxxxxxx Money.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent shall continue to hold the Xxxxxxx Money until Escrow Agent has received joint written instructions on the disposition thereof from Seller and Purchaser. If such written instructions are not received by Escrow Agent within ten (10) days after Escrow Agent has delivered a written request for instructions upon Seller and Purchaser, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser Buyer elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.5, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Considerationincluding any accrued interest) to Purchaser Buyer within one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser. So Buyer (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser Buyer by Escrow Agent if Purchaser Buyer terminates this Agreement pursuant to Section 4.4. Subject 4.5, and Escrow Agent receives written notice thereof prior to the terms expiration of the Portfolio Tie-Inspection Period. In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser Buyer for any reason other than pursuant to Section 4.44.5, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth (5th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement (i) prior to the expiration of the Inspection Period pursuant to Section 4.4, or (ii) pursuant to Section 5.3 by delivery of a Title Termination Notice, then Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent PURCHASE AND SALE AGREEMENT (OCOEE SELF STORAGE) – Page 5 Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice or Title Termination Notice, as applicable, from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller Seller, or other consent of Seller, shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.4 or Section 5.3. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.4 or Section 5.3, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may shall interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All reasonable attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser timely elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.3, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent ConsiderationConsideration and any escrow cancellation charges, which shall be paid by Purchaser) to Purchaser one business day Business Day following Escrow Agent’s receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreementcurrent investment can be liquidated and disbursed in one Business Day and, no if not, as promptly as possible). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.3. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.3, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth business day Business Day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.5, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.5. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, 4.5 Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been depositedProperty is located. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. 3.4.1 Xxxxxxx Money Under Bond Purchase Agreement. Escrow Agent agrees The Xxxxxxx Money described herein is the same as, and not in addition to, the "Xxxxxxx Money" described in the Bond Purchase Agreement. In any instance in which the Title Company is authorized to transfer deliver the Xxxxxxx Money in accordance with the to Seller pursuant to this Agreement, such Xxxxxxx Money shall be disbursed pursuant to written instructions delivered executed by Seller and Bondholder (subject to the right of Purchaser to object thereto as provided in Section 3.4), and in the absence thereof may be interplead by the Title Company. In any instance in which the Title Company is authorized to return the Xxxxxxx Money to Purchaser pursuant to the Portfolio Tie-terms of this Agreement, the Title Company shall not return the Xxxxxxx Money to Purchaser unless Purchaser is also entitled to a return of the Xxxxxxx Money under the Bond Purchase Agreement. In any instance in which the Xxxxxxx Money is to be applied to the Purchase Price under this Agreement and the Purchase Price, as defined in the Bond Purchase Agreement, the credit will be apportioned pursuant to written instructions executed by Seller and Bondholder.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.5, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Eames’ Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.44.5. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.5, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.Agreement of Purchase and Sale - (Parkway at Oak Hill) - Page 5 4171958.3 13662.94208

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate terminates this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser within one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at ClosingClosing (as hereinafter defined). However, if Purchaser Buyer elects to terminate (or is deemed to have terminated) this Agreement prior to the expiration of the Inspection Period pursuant to (as hereinafter defined) as permitted under this Agreement (except as otherwise contemplated in Section 4.44.02), Escrow Agent the Title Company shall pay the entire Xxxxxxx Money to Buyer one (less 1) Business Day following the Independent Considerationtermination (or deemed termination) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In this Agreement, and no notice to Escrow Agent or approval from Seller shall be required for the release such payment of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant Buyer and Seller waives any right to Section 4.4. Subject to dispute or delay the terms disbursement of the Portfolio Tie-Xxxxxxx Money to Buyer in this event. In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4Seller, Escrow Agent the Title Company is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth business day (5th) Business Day following receipt by Escrow Agent the Title Company and the non-terminating party Buyer of written notice of such termination from the terminating party, unless the other party hereto Buyer notifies Escrow Agent the Title Company that it disputes in good faith the right of the other party Seller to receive the Xxxxxxx Money within such five (5) business day periodMoney. In the event of such eventa dispute, Escrow Agent the Title Company may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's the Title Company’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at ClosingClosing or, if elected by Purchaser, shall be returned to Purchaser. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one within two (2) business day days following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreementcurrent investment can be liquidated and disbursed in two (2) business days), no notice to provided Escrow Agent from notifies Seller shall be required for the release of Purchaser’s election to terminate this Agreement prior to paying the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4Purchaser. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized directed to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth third (3rd) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day period. Money, In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject [****]. 3.3.1 By executing the joinder annexed to the terms of the Portfolio Tie-In this Agreement, Escrow Agent accepts its designation as Escrow Agent under this Agreement and agrees to hold and disburse the Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closingprovided in this Agreement. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no notice The provisions hereof will constitute joint instructions to Escrow Agent from Seller to consummate the purchase in accordance with the terms and provisions hereof; provided, however, that the parties shall execute such additional escrow instructions, not inconsistent with the provisions hereof, as may be required for deemed reasonably necessary to carry out the release intentions of the parties as expressed herein. 3.3.2 Upon delivery of the Xxxxxxx Money to either Seller, Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day period. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which accordance with this Agreement, Escrow Agent shall be relieved of all liability hereunder. Escrow Agent shall deliver the Xxxxxxx Money has been deposited. All attorneys' fees at the election of the party entitled to receive the same by a bank wire transfer to an account designated by such party. 3.3.3 Seller and costs Purchaser acknowledge that Escrow Agent is serving solely as an accommodation to the parties hereto, and except for the gross negligence or willful misconduct of Escrow Agent's costs and expenses incurred , Escrow Agent shall have no liability of any kind whatsoever arising out of or in connection with its activity as Escrow Agent. Seller and Purchaser jointly and severally agree to and do hereby indemnify and hold harmless Escrow Agent from all suits, actions, loss, costs, claims, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) which may be incurred by reason of its acting as Escrow Agent, in each case, except in the case of Escrow Agent’s gross negligence or willful misconduct, and such interpleader indemnity shall survive the termination of this Agreement. 3.3.4 In its capacity as Escrow Agent, Escrow Agent shall not be responsible for the genuineness or validity of any instrument, document or item deposited with it, and shall have no responsibility other than to faithfully follow the instructions contained herein. The parties hereto agree that Escrow Agent is fully protected in acting in accordance with any written instrument given to it hereunder by any of the parties hereto believed by Escrow Agent to have been signed by the proper person. Escrow Agent may assume that any person purporting to give any notice hereunder has been duly authorized to do so. Escrow Agent shall have no obligation to review or confirm that actions taken pursuant to such notice in accordance with this Agreement comply with any other agreement or document. Escrow Agent shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification of this Agreement unless the same is in writing and signed by Purchaser and Seller, and, if Escrow Agent’s duties hereunder are affected, Escrow Agent. 3.3.5 Escrow Agent hereunder may resign at any time on giving five (5) business days prior notice to that effect to each of Seller and Purchaser. In such event, a successor Escrow Agent shall be assessed against selected by Seller and Purchaser. Escrow Agent shall then deliver to the successor Escrow Agent the Xxxxxxx Money to be held by the successor Escrow Agent pursuant to the terms of this Agreement. If no successor Escrow Agent is designated and qualified within five (5) business days after Escrow Agent’s resignation is effective, Escrow Agent may apply to a qualified court for the appointment of a successor Escrow Agent. The expenses thereof shall be equally borne by Seller and Purchaser. 3.3.6 Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery or to enforce any obligation of any person to perform any other act. Escrow Agent shall have no liability to the other parties hereto or to anyone else by reason of any failure on the part of any party that is hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under such document. 3.3.7 Escrow Agent shall have fulfilled its duties with regard to safeguarding of the Xxxxxxx Money upon depositing the funds into an FDIC-insured (to the maximum extent available) interest-bearing escrow account of Escrow Agent at First American Trust (the “Bank”). In no event shall Escrow Agent be responsible for the failure of the banking institution or the failure of the insurance, including, but not awarded limited to, the failure of the FDIC protecting the Xxxxxxx Money. The parties further acknowledge that should a party have an account with the Bank, or if it may impact the FDIC coverage protecting the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In AgreementMoney.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser and Purchaser’s compliance with Section 4.5. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no No notice or additional authorization to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth third (3rd) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All reasonable attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx MoneyMoney or, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day (1) Business Day following Escrow Agent’s receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one (1) Business Day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled (the “Demanding Party”) seeking to same pursuant terminate this Agreement shall give written notice of such election to the terms hereof on or before the fifth business day following receipt by Escrow Agent and the nonother party (the “Non-terminating party Demanding Party”) to this Agreement. Upon receipt of written any such notice of such termination from the terminating partytermination, unless the other party hereto notifies Escrow Agent that it disputes shall give notice to the right Non-Demanding Party of Escrow Agent’s receipt of such notice, enclosing a copy of the other party to receive the Xxxxxxx Money notice in question. If within such five (5) business day periodBusiness Days after the Non-Demanding Party is given or deemed to have been given notice of Escrow Agent’s receipt of the notice in question, Escrow Agent has not received from the Non-Demanding Party its notice of objection to the notice, then Escrow Agent is to disburse the Xxxxxxx Money as requested by the notice in question, on the sixth (6th) Business Day following its giving of such notice to the Non-Demanding Party. If within said five (5) Business Day period Escrow Agent receives from the non-demanding party notice of objection, then Escrow Agent is directed to notify the Demanding Party of the objection, and continue to hold the Xxxxxxx Money until Escrow Agent is in receipt of a joint order direction or a court order instructing Escrow Agent to disburse the Xxxxxxx Money. In such eventevent of objection, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been depositedReal Property is located. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section SECTION 4.4, Escrow Agent shall pay $100,000.00 of the entire Xxxxxxx Money (the "NON-REFUNDABLE DEPOSIT") (less the Independent Consideration) to Seller, and the balance of the Xxxxxxx Money to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser (as long as the current investment can be liquidated and disbursed in one business day). It is the agreement of Purchaser and Seller that the Non-Refundable Deposit has been earned by Seller as a result of awarding the bid to Purchaser and that such Non-Refundable Deposit shall, in all instances, be payable to Seller hereunder, (i) save and except for a failure of Seller to convey title to Purchaser in the manner required hereby (including the provision of the title endorsement described on EXHIBIT J to the extent such endorsements require any action or payments) or (ii) a breach by Seller of any representation or warranty contained in SECTION 9.1, which is either uncured by Seller or not otherwise waived by Purchaser. So long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no No notice to Escrow Agent from Seller shall be required for the release of the refundable portion of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section SECTION 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section SECTION 4.4, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section SECTION 4.4, Escrow Agent shall pay the entire Xxxxxxx Money (less the Independent Consideration) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So Purchaser (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section SECTION 4.4. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, SECTION 4.4 Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion proporation of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser Buyer elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.3, Escrow Agent shall pay the entire Xxxxxxx Money to Buyer within one (less the Independent Consideration1) to Purchaser one business day following receipt of the Due Diligence Termination Notice from Purchaser. So Buyer (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser Buyer by Escrow Agent if Purchaser Buyer terminates this Agreement pursuant to Section 4.44.3. Subject If this Agreement is not terminated by Buyer prior to the terms expiration of the Portfolio TieInspection Period, the Xxxxxxx Money shall become non-refundable except in the case of a termination of this Agreement by Buyer pursuant to Section 10.2 hereof. In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser Buyer for any reason other than pursuant to Section 4.44.3, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to the terms of the Portfolio Tie-In Agreement, the 3.3.1 The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser Buyer elects to terminate this Agreement prior to on or before the expiration of the Inspection Period by failing to deliver a Due Diligence Continuation Notice pursuant to Section 4.44.3, Escrow Agent shall pay the entire Xxxxxxx Money to Buyer within one (less the Independent Consideration1) to Purchaser one business day following receipt the expiration of the Due Diligence Termination Notice from Purchaser. So Inspection Period (as long as Purchaser complies with the requirements of the Portfolio Tie-In Agreement, no current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser Buyer by Escrow Agent if Purchaser Buyer terminates this Agreement pursuant to Section 4.4. Subject 4.3. 3.3.2 If Buyer elects to terminate this Agreement after the expiration of the Inspection Period and prior to the terms expiration of the Portfolio TieInitial Governmental Approvals Period by failing to deliver an Extension Period Continuation Notice pursuant to Section 4.12, Escrow Agent shall: (a) pay the entire Initial Xxxxxxx Money Deposit to Seller within one (1) business day following the expiration of the Initial Governmental Approvals Period (as long as the current investment can be liquidated and disbursed in one business day); and (b) pay the entire Governmental Approvals Xxxxxxx Money Deposit to Buyer within one (1) business day following the expiration of the Initial Governmental Approvals Period (as long as the current investment can be liquidated and disbursed in one (1) business day). No further notice to Escrow Agent from Buyer shall be required for the release of the Initial Xxxxxxx Money Deposit to Seller by Escrow Agent and no further notice to Escrow Agent from Seller shall be required for the release of the Governmental Approvals Xxxxxxx Money Deposit to Buyer by Escrow Agent if Buyer terminates this Agreement pursuant to Section 4.12. 3.3.3 If Buyer elects to terminate this Agreement at any point after the expiration of the Initial Governmental Approvals Period by failing to deliver an Extension Period Continuance Notice pursuant to Section 4.12, Escrow Agent shall pay the Xxxxxxx Money to Seller within one (1) business day following the expiration of the applicable Extension Period (as long as the current investment can be liquidated and disbursed in one (1) business day). No further notice to Escrow Agent from Buyer shall be required for the release of the Xxxxxxx Money to Seller by Escrow Agent if Buyer terminates this Agreement pursuant to Section 4.12. 3.3.4 Notwithstanding anything in this Agreement to the contrary, in the case of a termination of this Agreement by Buyer at any time pursuant to Section 10.2 hereof, Escrow Agent shall pay the entire Xxxxxxx Money to Buyer. If Buyer timely delivers the Due Diligence Continuation Notice, the Initial Xxxxxxx Money Deposit shall become non-In refundable except as expressly provided for otherwise in this Agreement, including but not limited to a termination of this Agreement by Buyer pursuant to Section 5, Section 6.2, or Section 10.2 hereof. If Buyer timely delivers an Extension Period Continuation Notice, the Xxxxxxx Money deposited by Buyer prior to the date of such delivery shall become non-refundable except as expressly provided for otherwise in this Agreement, including but not limited to a termination of this Agreement by Buyer pursuant to Section 6.2 or Section 10.2 hereof. In the event of a termination of this Agreement by either Seller or Purchaser Buyer for any reason other than pursuant to Sections 4.3, 4.12, Section 4.45, or Section 6.2, Escrow Agent is authorized to deliver the applicable Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the fifth tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless prior to said tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of such notice of termination the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money within such five (5) business day periodMoney. In such event, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys' ’ fees and costs and Escrow Agent's ’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. Escrow Agent agrees to transfer the Xxxxxxx Money in accordance with the written instructions delivered pursuant to the Portfolio Tie-In Agreement.

Disposition of Xxxxxxx Money. Subject to The Xxxxxxx Money and the terms amount of the Portfolio Tie-In Agreement, the Xxxxxxx Money Repair Escrow Fund shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.44.5, Escrow Agent shall pay the entire Initial Xxxxxxx Money (less the Independent Consideration) Non-Refundable Amount to Purchaser one business day following receipt of the Due Diligence Termination Notice ( as defined in Section 4.5) from Purchaser. So long as Purchaser complies with the requirements notifying Seller that Purchaser is terminating this Agreement for a reason that entitles it to receive a refund of the Portfolio TieInitial Deposit less the Non-In Agreement, no Refundable Amount pursuant to Section 4.5. No notice to Escrow Agent from Seller shall be required for the release of the Xxxxxxx Money to Purchaser by Escrow Agent if Purchaser terminates this Agreement for a reason that entitles Purchaser to receive a refund of the Initial Deposit less the Non-Refundable Amount prior to the expiration of the Inspection Period pursuant to Section 4.44.5. Subject to the terms of the Portfolio Tie-In Agreement, in the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.44.5 for any other reason, Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same Seller pursuant to the terms hereof on or before the fifth business day following receipt by Escrow Agent and the non-terminating party of Seller written notice of such termination from the terminating party, unless the other . If a dispute arises between Seller and Purchaser regarding which party hereto notifies Escrow Agent that it disputes the right of the other party is entitled to receive the Xxxxxxx Money within such five (5) business day period. In such eventMoney, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been depositeddeposit. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution. In performing its duties hereunder, Escrow Agent agrees shall not incur any liability to transfer anyone for any damages, losses or expenses, except for its gross negligence or willful misconduct, and it shall accordingly not incur any such liability with respect to any action taken or omitted (a) in good faith upon advice of its counsel or (b) 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 Xxxxxxx Money validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, that Escrow Agent shall in accordance good faith believe to be genuine, to have been signed or presented by a proper person and to conform to the provisions of this Agreement. Seller and Purchaser hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and reasonable legal fees and disbursements, that may be imposed upon or incurred by Escrow Agent in connection with the written instructions delivered pursuant to the Portfolio Tie-In acceptance or performance of its duties hereunder, including without limitation, any litigation arising out of this Agreement.