Common use of Escrow Holder Clause in Contracts

Escrow Holder. Xxxxxx and Xxxxx authorize Escrow Holder and Landmark to receive, deposit and hold funds and other property in escrow, and subject to collection, disburse them in accordance with the terms of this Agreement or another agreement entered into among the Seller, Buyer, Escrow Holder and Landmark. The parties agree that neither Escrow Holder nor Landmark will be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Escrow Holder's or Landmark's willful breach or gross negligence. Neither Escrow Holder nor Landmark shall have a duty or obligation to place the Deposit into an interest-bearing escrow. No interest that shall accrue on the deposit, if any, shall be due or payable to either party upon disbursement and may be retained by Escrow Holder and/or Landmark as part of the consideration paid for its services hereunder. If there is a dispute regarding the disbursement or disposition of the Deposit or the interest earned on the Deposit, or if Escrow Holder or Landmark shall receive conflicting written demands or instructions with respect to the Deposit, then Escrow Holder or Landmark shall withhold such disbursement or disposition until notified by Buyer and Seller that such dispute is resolved or Escrow Holder or Landmark may file a suit of interpleader, and the cost and expense of filing such interpleader action shall be divided equally between Seller and Buyer in the state or cognizant federal courts in the county in which the Property is located. Neither Escrow Holder nor Landmark shall be liable for any damage, liability or loss arising out of or in connection with the services rendered by Escrow Holder or Landmark pursuant to this Agreement unless the same results from the negligence, gross negligence, or willful misconduct of Escrow Holder or Landmark.

Escrow Holder. Xxxxxx and Xxxxx authorize Escrow Holder shall hold and Landmark to receive, deposit and hold funds and other property in escrow, and subject to collection, disburse them dispose of ------------- the Deposit in accordance with the terms of this Agreement or another agreement entered into among Agreement. Seller and Buyer agree that the Seller, Buyer, duties of the Escrow Holder hereunder are purely ministerial in nature and Landmarkshall be expressly limited to the administration of the Escrow and the safekeeping and disposition of the Deposit and any closing funds delivered into Escrow in accordance with this Agreement. The parties agree that neither Escrow Holder nor Landmark will be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless shall incur no liability in connection with the misdelivery is due to Escrow Holder's or Landmark's willful breach or gross negligence. Neither Escrow Holder nor Landmark shall have a duty or obligation to place the Deposit into an interest-bearing escrow. No interest that shall accrue on the deposit, if any, shall be due or payable to either party upon disbursement and may be retained by Escrow Holder and/or Landmark as part of the consideration paid for its services hereunder. If there is a dispute regarding the disbursement safekeeping or disposition of the Deposit for any reason other than Escrow Holder's failure to comply with any written escrow instructions signed by Buyer and Seller, willful misconduct or the interest earned on gross negligence. If Escrow Holder is in doubt as to its duties or obligations with regard to the Deposit, or if Escrow Holder or Landmark shall receive receives conflicting written demands or instructions from Buyer and Seller with respect to the Deposit, then Escrow Holder or Landmark shall withhold such disbursement or disposition not be required to disburse the Deposit and may, at its option, continue to hold the Deposit until notified by both Buyer and Seller that such dispute agree as to its disposition, or until a final judgment is resolved entered by a court of competent jurisdiction directing its disposition, or Escrow Holder or Landmark may file a suit interplead the Deposit in accordance with the laws of interpleader, and the cost and expense of filing such interpleader action shall be divided equally between Seller and Buyer in the state or cognizant federal courts in the county in which the Property is located. Neither Escrow Holder nor Landmark shall not be liable responsible for any damageinterest on the Deposit except as is actually earned, liability or for the loss arising out of or in connection with any interest resulting from the services rendered withdrawal of the Deposit prior to the date interest is posted thereon. Escrow Holder shall execute this Agreement solely for the purpose of being bound by the provisions of Sections 1.4, 1.5, 1.6, 1.7 and Article IV hereof. The parties agree to be bound by Escrow Holder or Landmark pursuant to Holder's General Provisions attached hereto as Exhibit G; provided, however in the event of a discrepancy between this --------- Agreement and Escrow Holder's General Provisions, this Agreement unless the same results from the negligence, gross negligence, or willful misconduct of Escrow Holder or Landmarkshall prevail.

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

Escrow Holder. Xxxxxx and Xxxxx authorize In performing its duties hereunder, Escrow Holder shall not incur any liability to anyone for any damages, losses or expenses, except for its negligence or intentional misconduct, and Landmark it shall accordingly not incur any such liability with respect to receive(a) any action taken or omitted in good faith upon advice of its counsel or (b) to any action taken or omitted in reliance upon any instrument, deposit including any written notice or instruction provided in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, that Escrow Holder shall in 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 Buyer hereby agree to indemnify and hold funds and other property in escrowharmless Escrow Holder against any losses, claims, damages, liabilities, and subject to collectionexpenses , disburse them including reasonable costs for investigation and legal fees and disbursements, that may be imposed upon Escrow Holder or incurred by Escrow Holder in accordance connection with the terms its acceptance or performance of its duties hereunder, including any litigation arising out of this Agreement or another agreement entered into among involving the Sellersubject matter hereof, Buyerunless resulting from Escrow Holder’s negligence or intentional misconduct. If any dispute shall arise between Buyer and Seller sufficient in the discretion of Escrow Holder to justify doing so, Escrow Holder and Landmark. The parties agree that neither Escrow Holder nor Landmark will be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Escrow Holder's or Landmark's willful breach or gross negligence. Neither Escrow Holder nor Landmark shall have a duty or obligation to place the Deposit into an interest-bearing escrow. No interest that shall accrue on the deposit, if any, shall be due entitled to tender into the registry or payable to either party upon disbursement and may be retained by Escrow Holder and/or Landmark as part custody of the consideration paid for its services hereunder. If there is a dispute regarding the disbursement or disposition clerk of the Deposit any state court of general jurisdiction located in Washoe County, Nevada or the interest earned on clerk for the DepositUnited States District Court for the District of Nevada in Washoe County, Nevada, any money, property, or if Escrow Holder or Landmark documents in its hands relating to this Agreement, together with such pleadings as it shall receive conflicting written demands or instructions with respect to the Depositdeem appropriate, then Escrow Holder or Landmark shall withhold and thereupon be discharged from all further duties and liabilities under this Agreement. Seller and Buyer all bear all costs and expenses of any such disbursement or disposition until notified by legal proceedings equally. Buyer and Seller that such dispute is resolved or Escrow Holder or Landmark may file have executed this Agreement as of the date first written above. BUYER: AWI Gaming, Inc., a suit Nevada corporation By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President SELLER: Xxxxxx X. Xxxxxxx-Xxxxx as Trustee of interpleaderthe Xxxxxxx Family Trust under instrument dated September 17, 1986 and amended September 18, 1991 (“Xxxxxxx-Xxxxx”), and the cost Log Cabin, Inc., a Nevada corporation By: /s/ Xxxxxx X. Xxxxxxx-Xxxxx Name: Xxxxxx X. Xxxxxxx-Xxxxx Title: Trustee and expense of filing such interpleader action shall be divided equally between Seller and Buyer in the state or cognizant federal courts in the county in which the Property is located. Neither Escrow Holder nor Landmark shall be liable for any damage, liability or loss arising out of or in connection with the services rendered by Escrow Holder or Landmark pursuant to this Agreement unless the same results from the negligence, gross negligence, or willful misconduct of Escrow Holder or Landmark.President

Escrow Holder. Xxxxxx and Xxxxx authorize Escrow Holder and Landmark shall not be liable: (i) to receiveany of the parties for any act or omission to act, deposit and hold except for its own negligence or willful misconduct; (ii) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Holder or exchanged by the parties hereunder, whether or not Escrow Holder prepared such instrument; (iii) for any loss or impairment of funds and other property that have been deposited in escrow, and subject to escrow while those funds are in the course of collection, disburse them or while those funds are on deposit in accordance with a financial institution, if such loss or impairment results from the terms failure, insolvency or suspension of a financial institution; (iv) for the expiration of any time limit or other consequence of delay, unless such time limit is expressly set forth in this Agreement or another agreement entered into among the Sellerin a properly executed written instruction, Buyeraccepted by Escrow Holder, has instructed Escrow Holder to comply with said time limit; and Landmark(v) for the default, error, action or omission of either party to the escrow. The parties agree that neither Escrow Holder nor Landmark will be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Escrow Holder's or Landmark's willful breach or gross negligence. Neither Escrow Holder nor Landmark shall have a duty or obligation to place the Deposit into an interest-bearing escrow. No interest that shall accrue on the deposit, if anyin its capacity as escrow holder, shall be due entitled to rely on any document or payable paper received by it, believed by such Escrow Holder, in good faith, to either party upon disbursement be bona fide and may be retained by Escrow Holder and/or Landmark genuine. In the event of any dispute as part of to the consideration paid for its services hereunder. If there is a dispute regarding the disbursement or disposition of the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Holder may, if such Escrow Holder so elects, interplead the interest earned on matter by filing an interpleader action in a court of competent jurisdiction in Riverside County, California, and pay into the registry of the court the Deposit, or if deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Holder or Landmark shall receive conflicting written demands or instructions be relieved and released from any further liability with respect to the Deposit, then Deposit as Escrow Holder or Landmark shall withhold such disbursement or disposition until notified by Buyer and Seller that such dispute is resolved or hereunder. Escrow Holder or Landmark may file a suit of interpleader, and the cost and expense of filing such interpleader action shall be divided equally between Seller and Buyer in the state or cognizant federal courts in the county in which the Property is located. Neither Escrow Holder nor Landmark shall not be liable for Escrow Holder’s compliance with any damagelegal process, liability subpoena, writ, order, judgment and decree of any court, whether issued with or loss arising out of without jurisdiction, and whether or in connection with the services rendered by Escrow Holder not subsequently vacated, modified, set aside or Landmark pursuant to this Agreement unless the same results from the negligence, gross negligence, or willful misconduct of Escrow Holder or Landmarkreversed.

Escrow Holder. Xxxxxx and Xxxxx authorize 2.9.1 Escrow Holder is authorized and Landmark instructed to: (a) Pay and charge the Purchaser for any fees, charges and costs payable by the Purchaser under this Article. Before such payments are made, the Escrow Holder shall notify the Seller and the Purchaser of the fees, charges, and costs necessary to receiveclose the Escrow; (b) Pay and charge the Seller for any fees, deposit charges and hold costs payable by the Seller under this Article. Before such payments are made, the Escrow Holder shall notify the Seller and the Purchaser of the fees, charges, and costs necessary to close the Escrow; (c) Disburse funds and deliver the Grant Deed and other property documents to the parties entitled thereto when the conditions of the Escrow and this Agreement have been fulfilled by the Seller and the Purchaser; and (d) Record the Grant Deed and any other instruments delivered through the Escrow, if necessary or proper, to vest title in escrow, and subject to collection, disburse them the Purchaser in accordance with the terms and provisions of this Agreement. 2.9.2 Any amendment of these escrow instructions shall be in writing and signed by both the Seller and the Purchaser. 2.9.3 All communications from the Escrow Holder to the Seller or the Purchaser shall be directed to the addresses and in the manner established in Section 4.1 of this Agreement or another agreement entered into among for notices, demands and communications between the Seller, Buyer, Seller and the Purchaser. 2.9.4 The responsibility of the Escrow Holder under this Agreement is limited to performance of the obligations imposed upon it under this Article, any amendments hereto, and Landmark. The parties agree that neither any supplemental escrow instructions delivered to the Escrow Holder nor Landmark will be liable to any person for misdelivery that do not materially amend or modify the express provisions of escrowed items to Seller or Buyer, unless the misdelivery is due to Escrow Holder's or Landmark's willful breach or gross negligence. Neither Escrow Holder nor Landmark shall have a duty or obligation to place the Deposit into an interest-bearing escrow. No interest that shall accrue on the deposit, if any, shall be due or payable to either party upon disbursement and may be retained by Escrow Holder and/or Landmark as part of the consideration paid for its services hereunder. If there is a dispute regarding the disbursement or disposition of the Deposit or the interest earned on the Deposit, or if Escrow Holder or Landmark shall receive conflicting written demands or instructions with respect to the Deposit, then Escrow Holder or Landmark shall withhold such disbursement or disposition until notified by Buyer and Seller that such dispute is resolved or Escrow Holder or Landmark may file a suit of interpleader, and the cost and expense of filing such interpleader action shall be divided equally between Seller and Buyer in the state or cognizant federal courts in the county in which the Property is located. Neither Escrow Holder nor Landmark shall be liable for any damage, liability or loss arising out of or in connection with the services rendered by Escrow Holder or Landmark pursuant to this Agreement unless the same results from the negligence, gross negligence, or willful misconduct of Escrow Holder or Landmarkthese escrow instructions.

Escrow Holder. Xxxxxx and Xxxxx authorize 15.1 At the Close of Escrow, Escrow Holder shall promptly undertake all of the following in the following manner: 15.1.1 Disburse all funds deposited with Escrow Holder by Buyer in payment of the Purchase Price as follows: 15.1.1.1 Deduct all items including prorations and Landmark credits, if any, chargeable to receivethe account of Seller pursuant to the provisions hereof. 15.1.1.2 Disburse the balance of the Purchase Price to Seller promptly upon the Close of Escrow. 15.1.2 Cause the recording of the Special Warranty Deed and the APV and the Grant Deed (with documentary transfer tax information to be affixed after recording) and any other documents which the Parties hereto may mutually direct to be recorded in the Official Records and obtain conformed copies thereof for distribution to Buyer and Seller. 15.1.3 Direct the Title Company to issue the Title Policy to Buyer. If the Title Company named herein fails or refuses to issue to Buyer the Title Policy, deposit and hold funds and other property then Seller shall have the right to select another reputable title insurance company doing business in escrowthe Southern California region to issue the Title Policy. 15.1.4 Deliver to Buyer the following: Xxxx of Sale, FIRPTA Certificate, and the California Affidavit. 15.2 Seller and Buyer agree to deposit an executed original or originally executed counterparts of this Agreement with Escrow Holder within two (2) business days following the execution of this Agreement by Buyer and Seller. Escrow Holder is hereby directed by the Parties to take all actions, recordings and disbursements reasonably necessary in order to follow the instructions of the Parties hereto contained in this Agreement and all amendments. In addition, Buyer and Seller agree to execute, deliver and be bound by any reasonable and customary supplemental escrow instructions of Escrow Holder or other instruments as may reasonably be required by Escrow Holder in order to consummate the transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portions of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall govern and control in all respects. 15.3 If this Agreement or any matter relating hereto shall become the subject of any litigation or controversy, Buyer and Seller agree, jointly and severally, to collectionhold Escrow Holder free and harmless from any loss or expense, disburse them including attorneys' fees, that may be suffered by Escrow Holder by reason thereof. In the event conflicting demands are made or notices served upon Escrow Holder with respect to this Agreement, the Buyer and Seller expressly agree that Escrow Holder shall be entitled to file a suit in interpleader and obtain an order from the court requiring Buyer and Seller to interplead and litigate their several claims and rights among themselves. Upon the filing of the action in interpleader, Escrow Holder shall be fully released and discharged from any obligations imposed upon Escrow Holder by this Agreement. 15.4 Escrow Holder shall not be liable for the sufficiency or correctness as to form, manner, execution or validity of any instrument deposited with Escrow Holder, nor as to the identity, authority or rights of any person executing such instrument, nor for failure to comply with any of the provisions of any agreement, contract or other instrument filed with Escrow Holder or referred to herein. Escrow Holder's duties hereunder shall be limited to the safekeeping of such money, instruments or other documents received by Escrow Holder, and for their disposition in accordance with the terms of this Agreement or another agreement entered into among Agreement. Notwithstanding the Sellerforegoing, Buyer, Escrow Holder and Landmark. The parties agree that neither Escrow Holder nor Landmark will be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Escrow Holder's or Landmark's willful breach or gross negligence. Neither Escrow Holder nor Landmark shall have a duty or obligation to place the Deposit into an interest-bearing escrow. No interest that shall accrue on the deposit, if any, shall be due or payable to either party upon disbursement and may be retained by Escrow Holder and/or Landmark as part of the consideration paid for its services hereunder. If there is a dispute regarding the disbursement or disposition of the Deposit or the interest earned on the Deposit, or if Escrow Holder or Landmark is also acting as the Title Company under the terms of this Agreement, nothing in this Section shall receive conflicting written demands or instructions with respect to limit the Deposit, then Escrow Holder or Landmark shall withhold such disbursement or disposition until notified by Buyer and Seller that such dispute is resolved or Escrow Holder or Landmark may file a suit of interpleader, and the cost and expense of filing such interpleader action shall be divided equally between Seller and Buyer in the state or cognizant federal courts in the county in which the Property is located. Neither Escrow Holder nor Landmark shall be liable for any damage, liability or loss arising out of or in connection with the services rendered by Escrow Holder or Landmark pursuant to this Agreement unless the same results from the negligence, gross negligence, or willful misconduct of Escrow Holder or Landmarkunder the Title Policy.

Escrow Holder. Xxxxxx and Xxxxx authorize In performing its duties hereunder, Escrow Holder shall not incur any liability to anyone for any damages, losses or expenses, except for its negligence or intentional misconduct, and Landmark it shall accordingly not incur any such liability with respect (a) to receiveany action taken or omitted in good faith upon advice of its counsel or (b) to any action taken or omitted in reliance upon any instrument, deposit including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provision, but also as to the truth and accuracy of any information contained therein, that Escrow Holder shall in 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 Buyer hereby agree to indemnify and hold funds harmless Escrow Holder against any and other property all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and legal fees and disbursements, that may be imposed upon Escrow Holder or incurred by Escrow Holder in escrowconnection with its acceptance or performance of its duties hereunder, and subject to collection, disburse them in accordance with the terms including any litigation arising out of this Agreement or another agreement entered into among involving the Seller, Buyer, Escrow Holder and Landmark. The parties agree that neither Escrow Holder nor Landmark will be liable to any person for misdelivery of escrowed items to Seller or Buyersubject matter hereof, unless the misdelivery is due to resulting from Escrow Holder's negligence or Landmark's willful breach or gross negligence. Neither Escrow Holder nor Landmark shall have a duty or obligation to place the Deposit into an interest-bearing escrow. No interest that shall accrue on the deposit, if any, shall be due or payable to either party upon disbursement and may be retained by Escrow Holder and/or Landmark as part of the consideration paid for its services hereunderintentional misconduct. If there is a any dispute regarding the disbursement or disposition of the Deposit or the interest earned on the Deposit, or if Escrow Holder or Landmark shall receive conflicting written demands or instructions with respect to the Deposit, then Escrow Holder or Landmark shall withhold such disbursement or disposition until notified by Buyer and Seller that such dispute is resolved or Escrow Holder or Landmark may file a suit of interpleader, and the cost and expense of filing such interpleader action shall be divided equally arise between Seller and Buyer sufficient in the discretion of Escrow Holder to justify its doing so, Escrow Holder shall be entitled to tender into the registry or custody of the clerk of any state or cognizant federal courts court of general jurisdiction located in the county in which the Real Property is located or the clerk for the United States District Court, having jurisdiction over the county in which the Real Property is located. Neither Escrow Holder nor Landmark shall be liable for , any damageor all money, liability property or loss arising out of or documents in connection with the services rendered by Escrow Holder or Landmark pursuant its hands relating to this Agreement, together with such pleadings as it shall deem appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Seller and Buyer shall bear all costs and expenses of any such legal proceedings equally. Buyer and Seller have executed this Agreement unless as of the same results from the negligence, gross negligence, or willful misconduct of Escrow Holder or Landmarkdate written above.

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

Escrow Holder. Xxxxxx and Xxxxx authorize In performing its duties hereunder, Escrow Holder shall not incur any liability to anyone for any damages, losses or expenses, except for its negligence or intentional misconduct, and Landmark it shall accordingly not incur any such liability with respect (a) to receiveany action taken or omitted in good faith upon advice of its counsel or (b) to any action taken or omitted in reliance upon any instrument, deposit including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provision, but also as to the truth and accuracy of any information contained therein, that Escrow Holder shall in 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 Buyer hereby agree to indemnify and hold funds harmless Escrow Holder against any and other property all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and legal fees and disbursements, that may be imposed upon Escrow Holder or incurred by Escrow Holder in escrowconnection with its acceptance or performance of its duties hereunder, and subject to collection, disburse them in accordance with the terms including any litigation arising out of this Agreement or another agreement entered into among involving the Seller, Buyer, Escrow Holder and Landmark. The parties agree that neither Escrow Holder nor Landmark will be liable to any person for misdelivery of escrowed items to Seller or Buyersubject matter hereof, unless the misdelivery is due to resulting from Escrow Holder's negligence or Landmark's willful breach or gross negligence. Neither Escrow Holder nor Landmark shall have a duty or obligation to place the Deposit into an interest-bearing escrow. No interest that shall accrue on the deposit, if any, shall be due or payable to either party upon disbursement and may be retained by Escrow Holder and/or Landmark as part of the consideration paid for its services hereunderintentional misconduct. If there is a any dispute regarding the disbursement or disposition of the Deposit or the interest earned on the Deposit, or if Escrow Holder or Landmark shall receive conflicting written demands or instructions with respect to the Deposit, then Escrow Holder or Landmark shall withhold such disbursement or disposition until notified by Buyer and Seller that such dispute is resolved or Escrow Holder or Landmark may file a suit of interpleader, and the cost and expense of filing such interpleader action shall be divided equally arise between Seller and Buyer sufficient in the discretion of Escrow Holder to justify its doing so, upon five (5) days prior written notice to Buyer and Seller, Escrow Holder shall be entitled to tender into the registry or custody of the clerk of any state or cognizant federal courts court of general jurisdiction located in the county in which the Property Land is located or the clerk for the United States District Court, having jurisdiction over the county in which the Land is located. Neither Escrow Holder nor Landmark shall be liable for , any damageor all money, liability property or loss arising out of or documents in connection with the services rendered by Escrow Holder or Landmark pursuant its hands relating to this Agreement unless the same results Agreement, together with such pleadings as it shall deem appropriate, and thereupon be discharged from the negligence, gross negligence, or willful misconduct all further duties and liabilities under this Agreement. Seller and Buyer shall bear all costs and expenses of Escrow Holder or Landmarkany such legal proceedings equally.