Common use of Escrow Holder Clause in Contracts

Escrow Holder. Escrow Holder shall not be liable: (i) to any of the parties for any act or omission to act, 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 that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the 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 in a properly executed written instruction, accepted by Escrow Holder, has instructed Escrow Holder to comply with said time limit; and (v) for the default, error, action or omission of either party to the escrow. Escrow Holder, in its capacity as escrow holder, shall be entitled to rely on any document or paper received by it, believed by such Escrow Holder, in good faith, to be bona fide and genuine. In the event of any dispute as to the 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 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 deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Holder shall be relieved and released from any further liability with respect to the Deposit as Escrow Holder hereunder. Escrow Holder shall not be liable for Escrow Holder’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.

Escrow Holder. In performing its duties hereunder, Escrow Holder shall not be liable: (i) incur any liability to any of the parties anyone for any act damages, losses or omission to actexpenses, except for its own negligence or willful intentional misconduct; , and it shall accordingly not incur any such liability with respect (iia) to 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, including any written notice or instruction provided for any legal effectin this Agreement, insufficiencynot only as to its due execution and the validity and effectiveness of its provision, or undesirability but also as to the truth and accuracy of any instrument deposited with information contained therein, that Escrow Holder shall in good faith believe to be genuine, to have been signed or delivered presented by a proper person,, and to conform to the provisions of this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless Escrow Holder against any and 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 connection with its acceptance or exchanged by the parties performance of its duties hereunder, whether or not Escrow Holder prepared such instrument; (iii) for including any loss or impairment litigation arising out of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the 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 in a properly executed written instructioninvolving the subject matter hereof, accepted by unless resulting from Escrow Holder, has instructed 's negligence or intentional misconduct. If any dispute shall arise between Seller and Buyer sufficient in the discretion of Escrow Holder to comply with said time limit; justify its doing so, upon five (5) days prior written notice to Buyer and (v) for the defaultSeller, error, action or omission of either party to the escrow. Escrow Holder, in its capacity as escrow holder, Holder shall be entitled to rely on any document or paper received by it, believed by such Escrow Holder, in good faith, to be bona fide and genuine. In the event of any dispute as to the 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 matter by filing an interpleader action in a court of competent jurisdiction in Riverside County, California, and pay tender into the registry or custody of the clerk of any state court of general jurisdiction located in the Depositcounty in which the Land is located or the clerk for the United States District Court, having jurisdiction over the county in which the Land is located, any or deposit all money, property or documents in 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 documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Holder shall be relieved and released from any further liability with respect to the Deposit as Escrow Holder hereunder. Escrow Holder shall not be liable for Escrow Holder’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedproceedings equally.

Escrow Holder. ▇▇▇▇▇▇ and ▇▇▇▇▇ authorize Escrow Holder shall not 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: (i) liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the parties for any act misdelivery is due to Escrow Holder's or omission Landmark's willful breach or gross negligence. Neither Escrow Holder nor Landmark shall have a duty or obligation to actplace the Deposit into an interest-bearing escrow. No interest that shall accrue on the deposit, except for its own negligence if any, shall be due or willful misconduct; (ii) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered 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 exchanged by the parties hereunder, whether or not Escrow Holder prepared such instrument; (iii) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the 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 in a properly executed written instruction, accepted by Escrow Holder, has instructed Escrow Holder to comply with said time limit; and (v) for the default, error, action or omission of either party to the escrow. Escrow Holder, in its capacity as escrow holder, shall be entitled to rely on any document or paper received by it, believed by such Escrow Holder, in good faith, to be bona fide and genuine. In the event of any dispute as to the 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 matter by filing an interpleader action in a court of competent jurisdiction in Riverside County, California, and pay into the registry of the court interest earned on the Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such if Escrow Holder or Landmark shall be relieved and released from any further liability receive conflicting written demands or instructions with respect to the Deposit as Deposit, then Escrow Holder hereunder. 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 not 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’s compliance with any legal processHolder or Landmark pursuant to this Agreement unless the same results from the negligence, subpoenagross negligence, writ, order, judgment and decree or willful misconduct of any court, whether issued with Escrow Holder or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversedLandmark.

Escrow Holder. Any funds delivered to the Escrow Holder pursuant to this Agreement shall not be liable: (i) to any held by said Escrow Holder in escrow and 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 parties for any act or omission to act, except for its own negligence or willful misconduct; (ii) for any legal effect, insufficiency, or undesirability receipt by it 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 portion of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the 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 Deposit as specified in this Agreement and its agreement to hold and or release the Deposit in a properly executed written instructionaccordance with the terms of this Agreement, accepted by Escrow Holder, has instructed 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 comply with said time limit; and (v) for the default, error, action or omission of either party to the escrow. Escrow Holder, in its capacity as escrow holder, shall be entitled to rely on any document or paper received by it, believed by such Escrow Holder, in good faith, to be bona fide and genuinecollection. In the event of any dispute as regarding any action taken, or proposed to be taken, by the disposition of Escrow Holder with respect to the Deposit or any other monies documents and/or property held in escrow, or of any documents held in escrow, by the Escrow Holder maypursuant to this Agreement, if the Escrow Holder, in its sole discretion, may cause the Deposit and/or such Escrow Holder so elects, interplead other property to be placed into the matter by filing an interpleader action in registry of a court of competent jurisdiction in Riverside County, Californiapursuant to an action of interpleader commenced by the Escrow Holder, and the Seller and Buyer, jointly and severally, agree to pay into directly, or reimburse the registry 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 the court this Agreement, either party makes a written or oral demand upon Escrow Holder for payment of the Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Holder shall be relieved and released from any further liability with respect give written notice to the Deposit as other party of such demand. If Escrow Holder hereunderdoes 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 directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall not be liable for 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 compliance with any legal process, subpoena, writ, order, judgment duties hereunder are only as specifically provided herein and decree of any court, whether issued with or without jurisdictionare purely ministerial in nature, and whether Seller and Buyer therefore agree that the Escrow Holder shall, so long as it acts in good faith, have no liability to either party except for its willful misconduct or not subsequently vacatedgross negligence. Seller and Buyer do hereby indemnify the Escrow Holder against, modifiedand agree to hold, set aside save, and defend the Escrow Holder harmless from, any costs, liabilities, and expenses incurred by the Escrow Holder in discharging its duties hereunder, except to the extent caused by Escrow Holder’s willful misconduct or reversedgross negligence.

Escrow Holder. In performing its duties hereunder, Escrow Holder shall not be liable: (i) incur any liability to any of the parties anyone for any act damages, losses or omission to actexpenses, except for its own negligence or willful intentional misconduct; , and it shall accordingly not incur any such liability with respect (iia) to 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, including any written notice or instruction provided for any legal effectin this Agreement, insufficiencynot only as to its due execution and the validity and effectiveness of its provision, or undesirability but also as to the truth and accuracy of any instrument deposited with information contained therein, that Escrow Holder shall in good faith believe to be genuine, to have been signed or delivered presented by a proper person,, and to conform to the provisions of this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless Escrow Holder against any and 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 connection with its acceptance or exchanged by the parties performance of its duties hereunder, whether or not Escrow Holder prepared such instrument; (iii) for including any loss or impairment litigation arising out of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the 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 in a properly executed written instructioninvolving the subject matter hereof, accepted by unless resulting from Escrow Holder, has instructed 's negligence or intentional misconduct. If any dispute shall arise between Seller and Buyer sufficient in the discretion of Escrow Holder to comply with said time limit; and (v) for the defaultjustify its doing so, error, action or omission of either party to the escrow. Escrow Holder, in its capacity as escrow holder, Holder shall be entitled to rely on any document or paper received by it, believed by such Escrow Holder, in good faith, to be bona fide and genuine. In the event of any dispute as to the 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 matter by filing an interpleader action in a court of competent jurisdiction in Riverside County, California, and pay tender into the registry or custody of the clerk of any state court of general jurisdiction located in the Depositcounty 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, any or deposit all money, property or documents in 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 documents with respect to which there is a dispute in legal proceedings equally. Buyer and Seller have executed this Agreement as of the registry of such court, whereupon such Escrow Holder shall be relieved and released from any further liability with respect to the Deposit as Escrow Holder hereunder. Escrow Holder shall not be liable for Escrow Holder’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reverseddate written above.

Escrow Holder. 5.1 The Escrow Holder shall not be liable: (i) to any of the parties for any act have no duties or omission to act, 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 that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the 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 in a properly executed written instruction, accepted by Escrow Holder, has instructed Escrow Holder to comply with said time limit; and (v) for the default, error, action or omission of either party to the escrow. Escrow Holder, in its capacity as escrow holder, shall be entitled to rely on any document or paper received by it, believed by such Escrow Holder, in good faith, to be bona fide and genuine. In the event of any dispute as to the 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 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 deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Holder shall be relieved and released from any further liability responsibilities whatsoever with respect to the Deposit Escrow Fund except as are specifically set forth herein. The Escrow Holder hereundershall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith other than Section 2.4 and Article IX of the Agreement. The Escrow Holder may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document, letter, telegram, opinion, order, resolution or other writing hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. The Escrow Holder shall have no responsibility for the contents of any such writing contemplated herein and may rely without any liability upon the contents thereof. 5.2 The Escrow Holder shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or with the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Holder’s compliance with 's own choosing), and shall not be liable for any legal process, subpoena, writ, order, mistake of fact or error of judgment and decree or for any acts or omissions of any courtkind except for its own willful misconduct or gross negligence. 5.3 HCC and each of the Holders jointly and severally agrees to indemnify the Escrow Holder and its employees, whether issued with or without jurisdictiondirectors, officers and agents and hold each harmless against any and all liabilities incurred by it hereunder as a consequence of such party's action, and whether the parties agree to indemnify the Escrow Holder and hold it harmless against any losses, costs, payments, and expenses (including the fees and expenses of counsel) and all liabilities incurred by it in connection with the performance of its duties hereunder, except in either case for losses, costs, payments and expenses (including the fees and expenses of counsel) and liabilities incurred by the Escrow Holder resulting from its own willful misconduct or gross negligence. 5.4 The Escrow Holder may resign as such following the giving of 60 days' prior written notice to HCC and the Stockholder Representative. Similarly, the Escrow Holder may be removed and replaced following the giving of 60 days' prior written notice to the Escrow Holder jointly by HCC and the Stockholder Representative. In either event, the duties of the Escrow Holder shall terminate 60 days after the date of such notice (or at such earlier date as may be mutually agreeable), except for its obligations to hold and deliver the Escrow Fund to the successor Escrow Holder; and the Escrow Holder shall then deliver the balance of the Escrow Fund then in its possession to such a successor Escrow Holder as shall be appointed by HCC and the Stockholder Representative as evidenced by a written notice filed with the Escrow Holder. If HCC and the Stockholder Representative are unable to agree upon a successor Escrow Holder by the effective date of such resignation or removal, the then acting Escrow Holder may petition any court of competent jurisdiction for the appointment of a successor Escrow Holder or other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Upon acknowledgment by any successor Escrow Holder of the receipt of the then remaining balance of the Escrow Fund, the then acting Escrow Holder shall be fully released and relieved of all duties, responsibilities and obligations under this Escrow Agreement. 5.5 The Escrow Holder shall not subsequently vacatedbe bound in any way by any agreement, modifiedother than this Escrow Agreement. A copy of the Agreement has been provided to the Escrow Holder in connection with the execution of this Escrow Agreement and the Escrow Holder understands that the terms of the Holders' indemnification obligations are set forth in Article IX of the Agreement. The Agreement forms an integral part of this Escrow Agreement and, set aside therefore, Article IX thereof is hereby incorporated by reference herein. 5.6 The Escrow Holder shall be under no duty to institute or reverseddefend any arbitration or legal proceeding with respect to the Escrow Fund or under this Escrow Agreement and none of the costs or expenses or any such proceeding shall be borne by the Escrow Holder. The costs and expenses of any such proceeding shall be borne as decided by the arbitrators or court and shall be direct obligations of HCC or the Holders, as the case may be, and shall not be satisfied in any way by the Escrow Fund. 5.7 The Escrow Holder shall be entitled to payment from HCC for customary fees and expenses for all services rendered by it hereunder in accordance with Exhibit A attached hereto (as such schedule may be amended from time to time). ---------

Escrow Holder. In performing its duties hereunder, Escrow Holder shall not be liable: (i) incur any liability to any of the parties anyone for any act damages, losses or omission to actexpenses, except for its own negligence or willful intentional misconduct; , and it shall accordingly not incur any such liability with respect to (iia) for any legal effectaction taken or omitted in good faith upon advice of its counsel or (b) to any action taken or omitted in reliance upon any instrument, insufficiencyincluding any written notice or instruction provided in this Agreement, or undesirability 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 instrument deposited with information contained therein, that Escrow Holder shall in good faith believe to be genuine, to have been signed or delivered presented by a proper person, and to conform to the provisions of this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless Escrow Holder against any losses, claims, damages, liabilities, and expenses , including reasonable costs for investigation and legal fees and disbursements, that may be imposed upon Escrow Holder or incurred by Escrow Holder in connection with its acceptance or exchanged by the parties performance of its duties hereunder, whether or not Escrow Holder prepared such instrument; (iii) for including any loss or impairment litigation arising out of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the 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 in a properly executed written instructioninvolving the subject matter hereof, accepted by unless resulting from Escrow Holder, has instructed ’s negligence or intentional misconduct. If any dispute shall arise between Buyer and Seller sufficient in the discretion of Escrow Holder to comply with said time limit; and (v) for the defaultjustify doing so, error, action or omission of either party to the escrow. Escrow Holder, in its capacity as escrow holder, Holder shall be entitled to rely on any document or paper received by it, believed by such Escrow Holder, in good faith, to be bona fide and genuine. In the event of any dispute as to the 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 matter by filing an interpleader action in a court of competent jurisdiction in Riverside County, California, and pay tender into the registry or custody of the clerk of any state court of general jurisdiction located in Washoe County, Nevada or the Depositclerk for the United States District Court for the District of Nevada in Washoe County, Nevada, any money, property, or deposit documents in 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 all bear all costs and expenses of any such documents with respect to which there is legal proceedings equally. Buyer and Seller have executed this Agreement as of the date first written above. BUYER: AWI Gaming, Inc., a dispute in Nevada corporation By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: President SELLER: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇ as Trustee of the registry of such court▇▇▇▇▇▇▇ Family Trust under instrument dated September 17, whereupon such Escrow Holder shall be relieved 1986 and released from any further liability with respect to the Deposit as Escrow Holder hereunder. Escrow Holder shall not be liable for Escrow Holder’s compliance with any legal processamended September 18, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction1991 (“▇▇▇▇▇▇▇-▇▇▇▇▇”), and whether or not subsequently vacatedLog Cabin, modifiedInc., set aside or reversed.a Nevada corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇ Title: Trustee and President

Escrow Holder. Any funds delivered to the Escrow Holder pursuant to this Agreement shall not be liable: (i) to any held by said Escrow Holder in trust. The execution of this Agreement by the Escrow Holder is solely for purposes of evidencing the acknowledgment by said Escrow Holder of the parties for receipt by it of the portion of the Deposit as specified in this Agreement, and if the Deposit (or any act or omission other funds delivered to act, 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 that have been deposited in escrow while those funds are is received in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension form of a financial institution; (iv) for the expiration of any time limit or other consequence of delaycheck, unless such time limit it is expressly set forth in this Agreement or in a properly executed written instruction, accepted by Escrow Holder, has instructed Escrow Holder subject to comply with said time limit; and (v) for the default, error, action or omission of either party to the escrow. Escrow Holder, in its capacity as escrow holder, shall be entitled to rely on any document or paper received by it, believed by such Escrow Holder, in good faith, to be bona fide and genuinecollection. In the event of any dispute as regarding any action taken, or proposed to be taken, by the disposition of Escrow Holder with respect to the Deposit or any other monies documents and/or property held in escrow, or of any documents held in escrow, by the Escrow Holder maypursuant to this Agreement, if the Escrow Holder, in its sole discretion, may cause the Deposit and/or such Escrow Holder so elects, interplead other property to be placed into the matter by filing an interpleader action in registry of a court of competent jurisdiction in Riverside County, Californiapursuant to an action of interpleader commenced by the Escrow Holder, and the Seller and Buyer, jointly and severally, agree to pay into directly, or reimburse the registry 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 and either party makes a written or oral demand upon Escrow Holder for payment of the court the Deposit, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Holder shall be relieved and released from any further liability with respect give written notice to the Deposit as other party of such demand. If Escrow Holder hereunderdoes 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 directed to make such payment. If Escrow Holder does receive such written objection within such seven (7) calendar day period, Escrow Holder shall not be liable for 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 compliance with any legal process, subpoena, writ, order, judgment duties hereunder are only as specifically provided herein and decree of any court, whether issued with or without jurisdictionare purely ministerial in nature, and whether Seller and Buyer therefore agree that the Escrow Holder shall, so long as it acts in good faith, have no liability to either party except for its willful misconduct or not subsequently vacatedgross negligence. Seller and Buyer do hereby indemnify the Escrow Holder against, modifiedand agree to hold, set aside save, and defend the Escrow Holder harmless from, any costs, liabilities, and expenses incurred by the Escrow Holder in discharging its duties hereunder, except to the extent caused by Escrow Holder’s willful misconduct or reversedgross negligence.